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Minutes of a Board of Directors Meeting

Published by sandymcq, 2019-02-04 14:29:56

Description: Held on 10 Jan 2019

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Minutes of a Board of Directors Meeting Held on 10 Jan 2019 Prepared by Sandy McQuarrie, Association Secretary Reviewed by Jim Cox Chair of the Board


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The Association’s Board of Directors Table of Contents Item 1 Opening of the Meeting ................................................................................................ 5 a. Call to Order ..................................................................................................................... 5 b. Roll Call ............................................................................................................................ 5 c. Quorum Established ........................................................................................................ 5 d. Approval of the Agenda .................................................................................................... 5 e. Approval of Previous Minutes .......................................................................................... 5 Item 2 Board Reports ............................................................................................................... 6 a. Membership Report ......................................................................................................... 6 b. Financial Reports ............................................................................................................. 6 c. Chair's Report on Federal Incorporation ......................................................................... 6 d. Director's Reports ............................................................................................................ 6 e. History and Heritage Committee ......................................................................................7 Item 3 Approvals .......................................................................................................................7 a. Transfer of Bank Account .................................................................................................7 b. Standing Audit Committee ................................................................................................7 c. Board Officers .................................................................................................................. 8 Item 4 New Business ................................................................................................................ 8 a. 2019 Strategic Effort ........................................................................................................ 8 b. 2021-2023 Strategic Plan ................................................................................................. 8 c. 2020 Budget ..................................................................................................................... 8 d. Hiring a Bookkeeper ....................................................................................................... 8 e. Branch Rebates ................................................................................................................ 8 f. By-Law Amendments ....................................................................................................... 8 g. 2019 Annual General Meeting ......................................................................................... 9 h. Mandated Travel Expenses .............................................................................................. 9 Item 5 Adjournment ................................................................................................................. 9 Item 6 Next Meeting ................................................................................................................. 9 Page 3 Minutes 15 January 2019


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The Association’s Board of Directors The RCR Association 1 Minutes of the Board of Directors Meeting 10 January 2019 ITEM 1 OPENING OF THE MEETING a. Call to Order 1. The Chair called the meeting to order at 1900 hours. b. Roll Call 2. The Secretary called the roll and established that 8 Directors were in attendance. 3. In attendance:  Jim Cox;  Jim Davis;  Jim MacInnis;  Sandy McQuarrie;  Bob Near;  Rick Reid;  Denis Thompson; and  Jim Thomson. 4. Absent:  Jim Bruce;  Iain MacLean;  Don Riley;  Jim Simms; c. Quorum Established 5. The Chair declared that a quorum was present. d. Approval of the Agenda 6. The Chair stated that Item 3.c. would be discarded. He asked if there were any omissions or additions to the agenda. It was moved by Jim MacInnis, seconded by Jim Davis, that the agenda be approved. The motion carried by consensus. e. Approval of Previous Minutes 7. The Chair asked if there were any omissions or additions to the Minutes of the last Board meeting held on 30 October 2018. It was moved by Rick Reid, seconded by Denis Thompson, that the previous Minutes be approved. The motion carried by consensus. 1 This meeting was conducted by teleconference. Page 5 Minutes 15 January 2019


The Association’s Board of Directors ITEM 2 BOARD REPORTS a. Membership Report 8. The Secretary stated that the Member365 application shows that the number of active members totals 528. The breakdown is:  Life Members ............... 320; and  Regular Members ........ 208. 9. It was moved by Sandy McQuarrie, seconded by Jim Thomson that all membership applications submitted since 4 August 2018 be approved. The motion was carried by consensus. b. Financial Reports (1) 2018 Year End Statement 10. The Treasurer stated that the Year-End Report is being prepared. 11. The Treasurer also stated that the balance of funds in the bank on 10 Jan $16,508.64. Two cheques in the amount of $11,700 (transfer of membership fees to The RCR Trust), and $500 (for the RSIC Meet and Greet) are outstanding. Actual balance is $4,308.64. (2) Review 2019 Budget 12. The draft budget was submitted to members in early January. No comments received. A copy of the budget was approved by the Executive Committee and is attached as Annex A. c. Chair's Report on Federal Incorporation 13. The Chair reported that formal approval was delayed due to a large federal procedural backlog. His understanding is that the government was clearing all applications received by 1 August 2018 just before last Christmas and that he anticipates that our application will be approved in late January/early February. d. Director's Reports (1) Outreach Committee 14. Rick Reid reported that there was a need for an SOP for the Association's response to information on the death of a Royal Canadian. He stated that he had posted a discussion report on the Committee's workspace and that he was receiving feedback. Rick is drafting an SOP which he anticipates will be available for review by the end of the month. Jim MacInnis agreed to see if he could find a copy of a regimental SOP that he drafted when he was the RM. 15. He also questioned the Ottawa Branch role for the AGM in June. The Chair replied that he had organized a meeting at the Orleans' Legion for Friday 18 January to discuss the issue. 16. The final issued raised involved the Association's involvement in the 140 th Anniversary event scheduled for London, Ontario. The Chair replied that the Senate had confirmed that this would be an event organized by the Association with support from the Regular Force. He has held initial discussions on the reunion with Don Riley (Home Station Branch President) and Peter Devlin (who has offered the facilities of Fanshawe College). He intends to hold a meeting with various stakeholder later this spring. Page 6 Minutes 15 January 2019


The Association’s Board of Directors 17. A copy of Rick's full report is attached as Annex B. (2) Assistance Committee 18. No report was submitted. (3) History and Heritage Committee 19. Jim MacInnis' full report is attached as Annex C. 20. He stated that since the Senate has taken on the task involving the Regimental Memorial and that a Senate committee has been formed to procure an Afghanistan Memorial, his committee's priorities had changed. He suggested that the priorities should now be:  recognition of valour; and  promulgating a history of the Association. 21. He also reported that DND had determined that the area by Wolseley Hall (designated as \"Frog Hollow\") would not be divested. Given this decision, the Museum is proceeding with the plan to develop a memorial garden and is moving forward with their five-year plan. (4) Stewardship Committee 22. No report was submitted. (5) Standing Nominating Committee 23. (Secretarial note: The Chair, in error, neglected to call on the Committee Chair. A report will be submitted at the next Board meeting.) ITEM 3 APPROVALS a. Transfer of Bank Account 24. Resolved that the Board, in accordance with By-law No. 1 - Constitution, Article 15, Paragraph 15.05, approve the transfer of all Association accounts currently held in the TD Canada Trust branch located at 3507 Petawawa Blvd., Petawawa, Ontario, to the TD Canada Trust branch located at 2012 Mer-Bleue Road, Orleans, Ontario as soon as possible and that the designated signing authorities be Directors located in the National Capital Region. 25. The treasurer proposed to amend the word \"accounts\" to read \"account\" as there was only a single RCR Association bank account. It was moved by Jim MacInnis, seconded by Rick Reid that the amendment be approved. The motion was carried by consensus 26. The amended resolution was then moved by Jim Thomson, seconded by Bob Near that the Association's bank account be transferred. The motion was carried by consensus. (6) Standing Audit Committee 27. Resolved that the Board establish a Standing Audit Committee, with Denis Thompson as Chair. The committee shall cause the execution of annual financial audits or review engagements of Association financial accounts, at the national level and, at the discretion of the Committee Chair, at branch level, as required by the Canada Not-for-profit Corporations Act, its supporting regulations and By-law No. 1 - Constitution. The Committee Chair shall report Committee findings at the Annual Page 7 Minutes 15 January 2019


The Association’s Board of Directors General Meeting. At least one member of the Standing Audit Committee shall not be a member of the Association. 28. It was moved by Bob Near, seconded by Jim Davis that the Standing Audit Committee be established. The motion was carried by consensus. 29. The Chair emphasized that the Association is responsible for auditing all funds of money received from members of the Association. (7) Board Officers 30. The resolution was withdrawn by the Chair. ITEM 4 NEW BUSINESS a. 2019 Strategic Effort 31. The Chair reminded all that according to the Strategic Plan, the main effort for 2019 would be adaptation and certification of Branches. The main tasks include:  certification of the Branches;  confirming that they comply with the By-law; and  determination of how much of the annual fees are to be transferred to the Branches. 32. He further stated that the rebate is intended to:  encourage the Branches to get their members registered on the Association membership list; and  cover the loss of Branch income as they are no longer permitted to charge Branch dues. b. 2021-2023 Strategic Plan 33. This subject will be brought forward later. c. 2020 Budget 34. The Treasurer stated that the budget for 2020 is a work in process that will be shared with the Executive Committee once it is drafted. The Chair stated that it will have to be ready for approval by the Board at the next meeting scheduled for 2 April. d. Hiring a Bookkeeper 35. The Chair pointed out to the Board members that the Association is the only element of the regimental family that is not using the services of a professional bookkeeper. He and the Executive Director will be meeting with four potential candidates in the next few weeks and will present the results to the Board. e. Branch Rebates 36. According to the 2019 budget, an amount of $15 has been shown as the rebate to the Branches for their members who are registered on the Association's membership list. The Chair stated that this amount would need to be confirmed by the Board at the meeting on 2 April f. By-Law Amendments 37. The Chair noted that he is tracking amendments required to the By-law. Most of them deal with spelling errors and typos. He identified the potential need to refine Page 8 Minutes 15 January 2019


The Association’s Board of Directors the membership categories. A significant proposal may involve the migration of detailed terms of reference for Executive Secretariat appointments from the By-law to an SOP. 38. He also noted that other SOPs were being developed for various aspects of the Board's work. g. 2019 Annual General Meeting 39. The 2019 AGM is scheduled to be held on Saturday, 22 June, in the Royal Canadian Legion Branch 632 in Orleans. It could be portrayed as a \"mini-reunion.\" In outline the schedule for the day foresees:  a meeting of the Honorary Counsel in the morning;  a light lunch;  the AGM in the afternoon; and  a social event in the evening. h. Mandated Travel Expenses 40. The Chair discussed the need for covering legitimate travel expenses for members of the Executive and other directors attending events such as meetings held by the Senate, the REC, the Trust, and the Museum's Board of Directors. He stated that a policy would be forthcoming shortly. ITEM 5 ADJOURNMENT 41. There being no further business, the Chair requested a motion to adjourn the meeting. It was moved by Denis Thompson and seconded by Rick Reid that the meeting adjourn. The motion was carried by consensus. ITEM 6 NEXT MEETING 42. The next meeting is set for 2 April 2019 beginning at 1900 hours. Submitted by: Sandy McQuarrie Secretary Reviewed by: Jim Cox Chair Page 9 Minutes 15 January 2019


The Association’s Board of Directors Annex A to BOD Minutes dated 10 Jan 19 Budget Report – Draft 2019 Budget Grants and Disbursements (Pass Thru Accounts) # Activity Amount Qty Budget INCOME 1 Trust Grants 2 Bursary Program (5 x $2000) $2,000.00 5 $10,000.00 3 Service and Assistance Fund $1,600.00 5 $8,000.00 4 Total Grants $18,000.00 EXPENSES 5 Association Disbursements 6 Bursary Program $2,000.00 5 $10,000.00 7 Service and Assistance Fund $1,600.00 5 $8,000.00 8 Total Disbursements $18,000.00 9 Balance $0.00 Note for Readers: These funds are budget figures only. Funds are held by the Trust until requested by the Association for disbursement. Not all Service and Assistance grants may be expended. Association's Operating Account # Activity Amount Qty Budget INCOME 10 Trust Grant 11 Support to Association Operations $31,225.00 1 $31,225.00 12 Total Support Grant $31,225.00 13 Membership Income 14 Life Member Fees (New) $225.00 20 $4,500.00 15 Regular Member Fees $25.00 200 $5,000.00 16 Total Membership Fees $9,500.00 17 Donations 18 Memorial Projects $500.00 1 $500.00 Page A1 Minutes 15 January 2019


The Association’s Board of Directors 19 Total Donations $500.00 20 Total Operating Income $41,225.00 EXPENSES 21 Transfer to the Trust 22 Membership Fees $9,500.00 23 Donations $500.00 24 Transfers to Branches 25 Per Registered Member $15.00 300 $4,500.00 26 Branch Activity Support $500.00 5 $2,500.00 27 Total Transfer to the Trust $17,000.00 28 Communications 29 Pro Patria (Purchase and Distribution) $10.00 600 $6,000.00 30 Website Maintenance (per hour) $100.00 25 $2,500.00 31 Total Communications $8,500.00 32 Support to Regimental and Association Meetings 33 Annual General Meeting $2,000.00 1 $2,000.00 34 Board of Directors Meetings $100.00 4 $400.00 35 Annual Senate Meeting (2 Attendees) $300.00 2 $600.00 36 Bi-Annual REC Meetings (1 Attendees) $100.00 2 $200.00 37 Quarterly Trust Meetings (1 Attendee) $75.00 4 $300.00 Bi-Annual Museum Meetings (1 38 $200.00 2 $400.00 Attendee) 39 Total Support to Meetings $3,900.00 40 Fees and Service Charges 41 Incorporation Fee $1,500.00 1 $1,500.00 42 Bambora Service Charges $50.00 12 $600.00 43 Accounts Software Annual Support Fee $65.00 1 $65.00 44 Member365 License and Support Fee $2,500.00 1 $2,500.00 45 Bookkeeping $60.00 100 $6,000.00 46 Total Annual Fees and Service Charges $10,665.00 47 Secretariat Operations 48 Envelopes, Paper and Ink $300.00 1 $300.00 49 Stamps $1.20 50 $60.00 50 Hardware Purchase/Maintenance $300.00 1 $300.00 Page A2 Minutes 15 January 2019


The Association’s Board of Directors 51 Equipment Rentals $500.00 1 $500.00 52 Total Secretarial Operations $1,160.00 53 Total Operating Expenses $41,225.00 54 Balance $0.00 Page A3 Minutes 15 January 2019


The Association’s Board of Directors Annex B to BOD Minutes dated 10 Jan 19 History and Heritage Committee Report History & Heritage Report – RCR Assoc BoD Mtg 10 Jan 19 An excellent facility now, The RCR Museum continues to improve. At the Museum Advisory Board meeting 21 Nov 18, approval was given for the Executive Director's final version of the Museum's five- year Strategic plan. The plan's vision is as follows: \"The RCR Museum will promote and enhance the pride that Canadians have in their military and its achievements by telling the story of one of our great regiments.\" The Museum's lines of operations are identified in the illustration below\" The budget forecast for 2019 amounts to $182,700 of which $144K is required for salaries. Effective this year, the Museum employs two full-time staff, namely our Executive Director and a Public Programmer. Two part-time employees are the Collections Registrar and a Retail Clerk. DND will not divest itself of the Land adjacent to A Block, Wolseley Barracks, and the Museum now has the opportunity to develop an outdoor memorial garden. This will be a significant endeavour, inclusive of both fundraising and development. The Museum may need some help from the Assoc for this project. The nature of any support to the Museum is unknown at this time. Page B1 Minutes 15 January 2019


The Association’s Board of Directors Since last November, the Museum Board has approved expenditure for the WW2 exhibit ($6K) and for the construction of a climate controlled collections storage facility in the basement ($70K). Available grant money and retained earnings are making these expenditures affordable. History & Heritage Committee Stand-up All BoD should be aware that there is a committee, and I have developed appropriate TOR in sync with priorities established by the Board. Priorities as listed on Schedule A of the TOR, which are in synch with 29 Sep 18 BoD direction and are as follows: \" Immediate priorities: 1. Upkeep and updating of The RCR Memorial at HS London. 2. Develop courses of action for The RCR Memorial's replacement. 3. Promulgate an 'Afghanistan' Memorial. Other Priorities: 4. Propose courses of action for the recognition of regimental valour. th 5. Promulgate a written history of the Association by 2025 (100 anniversary).\" Of late, Senate has taken up the torch regarding the top three priorities. RHQ is investigating matters pertaining to The RCR Memorial and a Senate Committee is being raised under the stewardship of Denis Thompson for the promulgation of the Afghanistan Memorial. Therefore, the committee must stand back and wait for further developments. In the meantime, I would like to tackle priorities four and five, and begin developing ways forward with my committee. Of these, the most challenging will be the writing of the Assoc's history. I have discussed the matter with our Chair, and it is felt that such an endeavour should be done by a professional. Nonetheless, my view here is that the writer must receive comprehensive guidance as to what must be written. (The Regiment allowed free reign once before on the promulgation of a post-war Regimental history that proved to be disappointing.) We must control what the theme(s) of the document should be, and we should provide a chapter/part by chapter/part outline of what should be written. We must also decide whether we're writing an addendum/chapter for use in future regimental histories, or whether we're writing our own separate book. I should point out that our Association, and others, came about as a direct result of social change brought on as a result of WW1 and little has been written about these matters from a veteran's viewpoint. Therefore, such a book promises to tread on new ground not yet fully explored by historians. (I already have a title \"The Shadow Battalion, a Comprehensive History of The Royal Canadian Regiment Association\".) I hope these issues will be discussed at our meeting. Jim MacInnis Page B2 Minutes 15 January 2019


The Association’s Board of Directors Annex C to BOD Minutes dated 10 Jan 19 Promoting a Unified Regimental Spirit Chair, Gentlemen, Since our last Board meeting of 30 October, 2018, the following has taken place that all Members of the Board should be aware of for further consideration. 1. The death of Eric Devlin on 25 December, 2018 was my first opportunity for providing oversight in coordinating with several Branches the RCR Association response to family requests for support/participation in visitation and funeral services. As Eric was an active participant in the activities of many Branches, and indeed three local Branches were intimately involved from being the Family point of contact and local funeral home coordinator, to attendance and pallbearers, and coordinating with serving component attendance, it was a rather unique experience. Though most funeral events are most likely to be single Branch centered, what I have taken away from this experience is that we may need to develop a very simple Association SOP for such matters so as to better assist Branches in dealing with like events. I will bring this matter to the Standing Outreach Committee for detailed review and will report back to the Board on any recommendations and draft SOP for our eventual consideration and approval as appropriate. 2. AGM 2019 - The Ottawa and District Branch has offered to host the AGM for 2019. Branch President Bob Near, Chair Jim Cox and myself considered two options for a venue in Ottawa, the NDHQ WO's and Sgt's Mess and the Orleans Branch RCL. We recommend that the AGM be held June 22 at the Orleans Branch, Royal Canadian Legion. I seek Board consensus that Ottawa Branch confirm the date and booking for 22 June 2019, and make other recommendations for IT and catering support as identified by the Board. 3. Standing Committees: I have asked the Executive Secretary to establish two Member 365 Workspaces as indicated below: a. Standing Outreach Committee Rick Reid Chair Dan Bradley Ken Butterworth Roger Powley Terry Seaver Hardy Wheeler b. Standing Life Membership and Awards Committee Rick Reid Chair Bob Near Roger Powley 4. The RCR 140th Year Reunion. The Chair Report on the last RCR Senate meeting confirmed that the RCR Reunion in 2023 will be held in London. What has not been clarified to date is the role of the Page C1 Minutes 15 January 2019


The Association’s Board of Directors Association and in particular London Branch in the planning and execution of this event. I would ask that we seek clarification on who is the lead on the planning and execution of this and future reunions. Pro Patria Rick Reid Page C2 Minutes 15 January 2019


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