Minutes of a Board of Directors Meeting

Minutes of a Board of Directors Meeting Held on 22 June 2019 Prepared by Sandy McQuarrie, Association Secretary Reviewed by Jim Cox, Chair of the Board

Minutes of the 22 June 2019 Board Meeting This page deliberately left blank Page 1 Version 1.1

Minutes of the 22 June 2019 Board Meeting Table of Contents Item 1 Call to Order .............................................................................................. 3 Item 2 Roll Call ..................................................................................................... 3 Item 3 Establishment of a Quorum ....................................................................... 3 Item 4 Approve Agenda ......................................................................................... 3 Item 5 Approve Previous Minutes ......................................................................... 3 Item 6 Chair's Remarks ........................................................................................ 3 Item 7 Appointment of Board Officers ................................................................... 4 A. Election of Vice Chair ...................................................................................... 4 B. Appointment of Board Officers ........................................................................ 4 Item 8 Temporary Redistribution of Association Administrative Work ................... 4 Item 9 Strategic Planning Workshop ..................................................................... 4 Item 10 Adjournment ............................................................................................. 4 ATTACHMENT Annex A – Re-distribution of Board Administrative Work Page 2 Version 1.1

Minutes of the 22 June 2019 Board Meeting 1. This Board Meeting was held on 22 June, immediately after the 2019 Annual General Meeting. Board Members in attendance included: • Chair .................................. Jim Cox; • Vice Chair ............ Denis Thompson; • Member ........................... Jim Davis; • Member ......................... Don Denne; • Member ...................... Geordie Elms; • Member ...................... Jim MacInnis; • Member ............... Sandy McQuarrie; • Member ............................ Bob Near; • Member ............................ Rick Reid; • Member ......................... Jim Simms; • Member ............... Jim Thomson; and • (Absent ....................Anthony Jones). Item 1 Call to Order 2. The Chair called the meeting to order at 1520 hours. Item 2 Roll Call 3. The Secretary called the roll. Item 3 Establishment of a Quorum 4. The Chair declared that a quorum was present. Item 4 Approve Agenda 5. The Chair asked for a resolution to approve the agenda. 6. Moved by Geordie Elms and seconded by Jim Simms that the agenda be approved. Carried. Item 5 Approve Previous Minutes 7. The Chair asked for a resolution to approve the Minutes of the 21 May BoD Meeting. 8. Moved by Rick Reid and seconded by Don Denne that the mintes of the 21 May meeting be approved. Carried. Item 6 Chair's Remarks 9. The Chair advised the members that the meeting had three key items to be discussed: • Appointment of Officers; • Redistribution of the administrative workload; and • Discussion of a Board Planning Session. Page 3 Version 1.1

Minutes of the 22 June 2019 Board Meeting Item 7 Appointment of Board Officers A. Election of Vice Chair 10. The Chair moved that Denis Thompson be elected Vice Chair of the Board of Directors, to serve until the end of the 2020 Annual General Meeting. 11. Jim Thomson seconded the motion. Carried. B. Appointment of Board Officers 12. The Chair moved that Sandy McQuarrie be appointed as Treasurer, to serve until the end of the 2020 Annual General Meeting. 13. Jim MacInnis seconded the motion. Carried. Item 8 Temporary Redistribution of Association Administrative Work 14. The Chair reviewed a discussion paper, previously disseminated (attached as Annex A), on the need to redistribute the administrative workload on a temporary basis pending further analysis. 15. The ensuing discussion agreed that there was a need to relieve the member who was carrying the much of the load. 16. Moved by Don Denne and seconded by Jim Simms that routine Board administrative work be temporarily re-distributed among designated Directors as shown in Annex A. Carried. Item 9 Strategic Planning Workshop 17. The Chair explained that the previous planning session had proven to be useful to enhance the Board Members understanding of the many initiatives being implemented by the Association. He suggested that a similar session was necessary and that it was suggested that a planning session be held in Ottawa in late September. 18. After some discussion on the possible agenda, it was moved by Rick Reid and seconded by Jim Thomson that the Board conduct a strategic planning workshop before the end of September 2019. Carried. Item 10 Adjournment 19. The Chair adjourned the meeting at 1605 hours. Prepared by Approved by A.D. McQuarrie Jim Cox Secretary Chair Page 4 Version 1.1

Minutes of the 22 June 2019 Board Meeting Annex A to BoD Minutes dated 22 June 2019 Re-distribution of Routine Board Administrative Work 1. As designed, the Association governance model depends on an Executive Secretariat to conduct day-to-day business, the bulk of which is done by an appointed Secretary and Treasurer, whose general duties are laid out in By-Law No. 1, Article 7, Paragraphs 7.02 (f) and (g). 2. For the past year, the work of the Secretary and Treasurer has been carried by one Director. In addition, our program of rejuvenation and modernization brought additional tasks not originally foreseen in the development of the new By-Law. Not only is this workload unsustainable, it is not conducted in keeping with our approved governance model. To date, no additional volunteers have stepped forward to occupy the Secretary and/or Treasurer posts. 3. By-Law No. 1 Article 5, Paragraph 5.01 identifies the collective responsibility of the Board of Directors for the supervision and management of Association activity. Paragraph 5.03 reiterates the Board’s responsibility for the health and well-being of the Association as a whole. 4. Accordingly, it is suggested that the Board must address and mitigate the current workload imbalance. As of this meeting, one Director has volunteered to be Treasurer for the coming year. The varied duties of the Secretary remain to be covered. In the absence of a volunteer to be Secretary, the only option remaining is to temporarily re-distribute secretarial duties among members of the Board. 5. Recent amendments to the Association Strategic Planning Framework provide some relief here because secretarial duties related to membership contact and management are now delegated to the Director overseeing efforts to promote a unified regimental spirit. This leaves secretarial duties dealing with minute-taking and records keeping, to be assigned elsewhere. Therefore, at present, the immediate task is to temporarily re-distribute secretarial recording duties among other Directors. There are related tasks that could be better aligned with our management structure too. 6. The Board intends to hold a strategic planning workshop in Ottawa before the end of September 2019. It is recommended that the Board deal decisively with the administrative workload issue at that time. 7. In the interim, it is proposed that administrative work be as shown below in Table 1. Implementation would commence immediately, with due flexibility. Responsibility Assigned Director Remarks Access control to Chair/CEO • Through Executive Committee, consisting Member 365 and of CEO, DCEO, Jim MacInnis, Rick Reid, Regimental Treasurer Website • Administrative access to all sites (CEO and DCEO) Page A1 Version 1.1

Minutes of the 22 June 2019 Board Meeting Responsibility Assigned Director Remarks Membership Rick Reid • Administrative control of Member 365 management and application contact • Principal link to Branch Secretaries Minute-taking and Jim MacInnis • Assisted by Jim Cox (records storage) records keeping • Principal administrative link to RHQ Treasurer Sandy McQuarrie • Administrative control of bank account, Hubdoc, QuickBooks online • Administrative access to Member 365 • Principal link to Branch Treasurers Table 1 - Temporary Re-distribution of Administrative Work Page A2 Version 1.1