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Minutes Combined Haven Foundation Board Meeting and Advisory Council Meeting April 2, 2004
Attending: Board: Dick Sass (Chair), John Gill, Laurie Kelley, Cathy McNally, David Raithby, Paul Robillard Advisory Council and Small Groups: Rick Jackson, Linda Nicholls, Joann Peterson, Randy Wong General Manager: Ernie McNally Guests: Dave Evans (TD Waterhouse), Gerry Owen
Advisory Council Meeting John Gill – Chair, Cathy McNally – Minutes Start 9.20am
A. Structure and Function Discussion of need for clarity regarding structure and function of Advisory Council and ‘Small Groups’ / Committees under new Haven Foundation. Deferred to later in the meeting schedule.
B. Marketing – Ernie and Cathy McNally Brief report on 3-day marketing meeting with Jonathan Diderich. Report (including proposed Marketing Plan) due before April 15. Discussion on need for a marketing strategy for the organization. Important to focus on how we get new participants and how our business works. The strategy needs to include the distinct component of ‘Personal: connection’, not merely the typical ‘Political: marketing’. Agreement that such a strategy is important and will evolve with the development of our business plan. (see 16 below)
C. “The Haven Experience” in Victoria – Randy Wong Committee in Victoria: Randy Wong, Laurie Kelley, Scott Poole, Gwen Ewan, Sharon Kobrinsky, Rose Hunter, Carole Fast. Have been working on event purpose, intended audience, and set dates: Friday Sep 17 evening talk, Saturday Sep 18 day meeting. Location: Holiday Inn with max seating 175 persons theatre style. Friday evening $15 charge for Ben and Jock talk. Saturday $60 all day session including lunch. Opening talk by Ben and Jock, then six 1.5hr presentations with experiential components in “pair” formats, such as: Gwen & Wayne, David & Linda, David & Sandey, Susan & CrisMarie, Cathy & Ernie, etc. Closing with casual ‘wine and cheese’ mingling time. Displays, books for sale, registration, etc. äSummary page with breakdown of costs distributed to meeting.
Suggestion that • some ‘free’ attendance tickets be used to invite selected individuals to attend and • other incentives be considered such as: price of attendance can be put towards attendance at a course. Details of incentives to be worked out with Managers. RW/EM
D. March 4–6, 2005 Haven International Symposium – David Raithby Victoria event will be excellent promotional vehicle. Symposium theme is still being created. Suggestions to date include growth v. medication, relationships, something with the word ‘biology’ in it, wellness, integration and others. DR thinks it is important that Haven is not related to “health” but rather to “wellness” – as a way of living.
Joseph Chilton Pearce has been booked as keynote speaker. Idea is for first evening to be held at the Port Theatre, with Ben and Jock sharing the stage with Joseph Pearce, and possibly a performer (such as Ann Mortifee) joining them. This to be a free event to start off the Symposium. Saturday and Sunday to be at The Haven and include other speakers besides Haven faculty. Ideas include (at no fee) Gabor Matte, George Leonard. Also suggested to have one or more sponsors, such as Malaspina College, or others.
Confirmed working structure: as this project is already Board approved, working structure is the event committee chair (presently DR) to email Board chairman and Managers and then move forward. Any item requiring expenditure, will need to go through Mangers and—if outside allocated budget—may also need to be cleared through Operations Group (See 17 below).
E. Core Faculty – David Raithby No activity at present. Next meeting coming up on April 19.
F. Seattle – Randy Wong Very little activity. Susan Clarke interested in setting up some kind of symposium or event during the year which would have a business focus.
G. Other Business Volunteer Coordinator: Cathy Wilder has agreed to become our Coordinator of Volunteers. This role will begin in earnest from end of May, when an existing commitment ends.
Advisory Council meeting closed at 10.55am.
Haven Foundation Board Meeting
Call to Order and Introductory Remarks Chairman Dick Sass opened the meeting at 11am and announced a change in the order of business to start with Agenda Item 14: presentation by Dave Evans of TD Waterhouse.
Business to Conduct
1. TD Waterhouse Presentation Dave Evans outlined his 25 year career in investments concluding with his present position administering assets of $110M–$118M. He is bringing on a partner soon, which will provide long-term security for clients.
äDE provided two reports outlining Haven Foundation’s portfolio. He is also available to attend board meetings upon request.
DE considers his business as being “responsible for clients’ financial affairs” whatever the components may be. His method is very conservative. Currently he thinks interest rates will not go up this year, and expects a possible recession due to the US election. His investment philosophy is: security (protection of principal), income, and ‘some growth’.
JG: we need to develop guidelines for how to manage our investment fund and will need to include a decision on our cash flow needs as we may need some liquidity.
DE: sees 70–80% in bonds, and would apply this same philosophy if the amount of principal is different (larger). Asks that we give him a guideline for liquidity, e.g. we need to have $50,000 available when we call, and he will set up this structure. JG
DE does not charge a fee, transaction charges only. Imagines bringing Great West life percentage down to approximately 25% of the portfolio within six months—sooner if good bonds show up.
A selection of results over time for portfolios from three different clients were reviewed to see performance. Presentation concluded at noon, DE left meeting.
Board comments at conclusion of presentation: DS: DE is more informal than DS likes and seems to have his heart in the right place. LK: has been looking for finance comparisons in other non-profit organizations. Uncertain as to whether DE is the best choice of financial advisors. Recommends that we develop an investment policy which would drive the management of our money and the selection of money manager(s). JG: is comfortable with DE given his history with Ben and Jock, and JG can over time provide other interesting feedback to use in monitoring performance and—if necessary—considering other choices.
Overall: agreement to continue with TD Waterhouse and Dave Evans for the time being. Investment guidelines and liquidity requirement to be developed and communicated to Dave Evans. JG
2. Previous Meeting Minutes Resolution to approve the minutes from January 9, 2004 meeting. Proposed: JG. Seconded: DR. Vote: Carried.
3. Initial Charitable Gifts Specific request for outline—as soon as possible—of all gifts made to Haven Foundation, including through McWong Foundation: what has been done, what is outstanding, record/status of all acknowledgements made. Delegate handling and administration of all donations to Finance Supervisor, Lorena Lauzon. CM
Request to make higher profile “the giving opportunities” for Haven Foundation. Review status at next meeting.
4. Letters of Indemnification for HF Board Directors and Advisory Council Members Presentation by Gerry Owen. Note: directors, council members, and all others associated with The Haven are best protected from potential lawsuits through effective waiver clauses in course sign up forms. Additional forms and contracts supplement this.
Three documents reviewed and discussed: Course participant registration form, board/council member indemnification letter, course leader contract. Some changes were identified in the discussion. GO will follow up with revisions which will be reviewed and confirmed by Cathy McNally. CM
Suggestions: Participants – when start using these newly revised participant forms, anticipate the change by announcing it in The Haven Update. Say we are updating our forms, increasing size of some type, changing some wording etc. as part of our legal advice in establishing our structure under the new Haven Foundation. CM Course Leaders – When start using newly revised leader contracts, send cover letter advising of the new wording. For Core Faculty, if contract wording can be revised before meeting on April 19, any questions can be addressed to Gerry via speakerphone during the meeting. CM
5. Haven Foundation Web Site Deferred. Suggest submit comments/suggestions via email to Cathy and Ernie McNally. All
6. Establishing HF as Charity in US This project is in progress. Gerry Owen is our liaison with US legal firm recommended by Blake Bromley. US Directors needed for distinct US Board. Board liaison for this project: Dick Sass DS
7. PD Seminars YTD Budget Review March (and Quarterly) figures will be available for review on April 10.
8. Review of PDS Comparative Income Statement from 1998 to 204, with historical notes All members in receipt of data sheets. No additional review time during meeting.
New Business
9. Resolution regarding Founder Benefits Draft Founder Benefits and proposed terms for Consultation Agreement with founders Ben Wong and Jock McKeen were both proposed for approval. Proposed: LK. Seconded: JG. Vote: Carried. CM
Question regarding actual terms between Ben and Jock and Haven Foundation for repayment of PDS shares purchased. GO advised: the amount owing from HF to B&J is $2.8M (plus interest) which Board intends to pay out over time on an agreed schedule. And B&J can forgive the repayment (and/or interest) at any time.
Request to have a cash flow analysis of all the agreements in place with founders. CM to direct Lorena Lauzon to prepare this for next meeting. CM
10. New Malaspina Property Purchase Property location identified. No plans to develop at present. Will use as park land. Suggestion to feature for Foundation PR purposes when ready for park use.
11. HF Operating Funds Use operating funds from PDS for now. At next Board meeting, illustrate financial ‘clean up’ picture. PR/CM
Also consult with Joyce Smith about benefits of aligning fiscal year ends. For HF and PDS. PR/CM
12. HF Scholarships Not discussed at this meeting.
13. Fundraising Plan Need to find a person to chair this important Small Group. Suggested persons include: Ric Careless, Bob Matthews, Mark Gunderson, Nancy Bradshaw. Additional suggestions: we select carefully and have a limited term for fundraising group members; the chairman of the fundraising group have option to use a professional fundraising consultant.
Laurie Kelley has done some initial investigation work regarding fundraising activities and agrees to transition this information over to the new chair person.
We need to develop “giving templates”. Some sample documents from other organizations are being collected at The Haven office.
DS wants the Foundation to operate from a perspective of Abundance, not Poverty. AND the fundraising plan needs to fit within the Foundation strategic plan, which needs to be developed. A clear purpose is critical. People with significant net worth will only give if the purpose is clear.
JG will approach Mark Gunderson about making a presentation to the Board at our next meeting (Aug 12) on the topic “How to make a success of fundraising” plus how Mark might be able to guide us through that process. JG
14. Gomori Chair Event Planning Not discussed during the meeting. Follow up, DS. DS
15. Professional Advisors Connie Munro has offered her legal review services to the Foundation at a nominal charge. She will be available to review and comment on items, though not to draft new documents. Proposed: DR. Seconded: PR. Vote: Carried. PR/CM to arrange confirmation of this with Connie. PR/CM
Further discussion of other professional advisors not covered at this meeting.
16. Strategic Planning All in agreement that key next step is strategic planning session for developing the Foundation, its purpose, goals and objectives into a full business plan. Rick Jackson agreed to lead two such meetings: first scheduled for Monday May 10, and the second in July between 5–18. RJ Both dates to be confirmed. And meetings will go ahead with as many persons attending as possible. CM
17. Small Groups and Foundation Structure DS presented a document ä“Word of the day: CLARITY” offering some thoughts on the development of a working structure for the Foundation, and use of small groups. PR presented a document ä“Terms of Reference for the Executive Committee” proposing structure and function of a working group reporting to the Board.
In a discussion late in the day (some meeting members had left earlier) various structures were debated and the following working structure proposed:
TOP LEVEL OF CHART [Sandwich = bread] Haven Foundation Board — final decision making authority Advisory Council - - - no decision making authority, offers feedback/advice to the Board. Some question about function, membership and meetings for this group of persons. Suggestion that even if this body had no members, it be retained as an available structure that can be called upon for projects and work in support of the Board
SECOND LEVEL OF CHART [Sandwich = filling] Four Working Groups: Operations, Fundraising, Scholarships, Institute All groups at same level. Each group communicates with both the Foundation Board and The Haven Management, and may seek additional input from any other source—always respectful of issues of confidentiality. Groups shall be delegated specific decision making by the Board, and also make recommendations to the Board on topics within their brief. Haven Management will solicit input from groups and keep group members up-to-date on matters arising in related areas of concern. Operations Group: members are Paul Robillard, John Gill, David Raithby Fundraising and Scholarships Groups: no members at present Institute Group: present members are part of a pre-existing committee: Special Committee for Standards and Practice, Joann Peterson, Linda Nicholls, David Raithby. It is expected that this committee be retained. The need for additional members of the Institute group, or another sub-group under this heading will be reviewed as the Terms of Reference are developed.
THIRD LEVEL OF CHART [Sandwich = bread] The Haven/PDS Management: Managers are hired by and report to Haven Foundation Board. Managers have full decision making authority in, and are accountable for, the running of The Haven Institute and The Haven Resort businesses and achievement of the goals and objective of the enterprise. In support of responsible ongoing growth and development of the Haven Foundation, managers will solicit input from working groups on ideas for new initiatives, proposed new policy, and similar.
Note: This structure and method of working together directly reflects the values of The Haven: Communication, Relationship, Curiosity, Inclusiveness, Self-Responsibility, Experiential Learning — and hopefully, as a result, Personal Fulfillment!
Next Step: Writing Terms of Reference for each body in the working structure, and confirming terms of reference for Mangers. The Terms of Reference outline presented by PR will be used as a starting template. Important elements to include for each are set out in the ‘Clarity’ document from DS. PR will work with all groups and managers to develop specific versions for each. PR
Next Meeting Date suggested: August 12, from 12:30pm to 4:30pm at The Haven. This is shortly prior to Gomori Chair and initial donors recognition combined events.
Adjournment The meeting closed at 5.45pm.
Minutes Recorded by: CM Minutes Adopted: August 12, 2004
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