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Feb. 18 '05 Minutes

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Feb 18, 2005 Board of Directors Meeting Minutes


Minutes for Meeting of February 18, 2005

Whitaker Room, The Haven, Gabriola Island

 

Attending: 

Board:  Dick Sass, Paul Robillard, David Raithby, Mark Gunderson, Laurie Kelley, Connie Munro

Advisory Council: Randy Wong, Rick Jackson, Linda Nicholls (from 2:30pm)

Friends of Haven Foundation:  Bryan Croeni, Ron Adkins

Management: Ernie McNally, Cathy McNally, Lorena Lauzon

Guests: Bill Chalmers, Scott Poole, Joyce Smith, Mark Allan, Linda Moore

 

Apologies:

Gerry Owen

 

Call to Order at 9:10am, by Chair, Dick Sass.

 

1)      Minutes of November 30, 2004 - approved.

 

2)      Minutes of December 30, 2004 - approved.

 

3)      Minutes of January 10, 2005 - approved.

 

4)      Chairperson’s Report.  Dick Sass invited Connie Munro to update the Board on Peter Joyes health.  She reports that he remains optimistic, and has been doing some work, and is now preparing for surgery.

 

5)      General Manager’s Report.

i)        Two copies of “2004 Accomplishments List” were brought to the meeting, and this list will be appended to the 2004 stats when available.

ii)       “2005 Statistics and Management Reports” for January and February (to-date) were distributed – these provided a framework for discussion about various initiatives, challenges, and results.  The Board appreciated this new report format.

iii)     Marketing is underway for the 2005 Haven Symposium including a page 3 ad in the current Common Ground, and an interview by Brent Cameron with Joseph Chilton Pearce in the March 2005 Common Ground.

iv)     Andrew Best’s video for “Anger, Boundaries and Safety” is proceeding, as is video about Ben and Jock (“The Crucible”) by Linda Nichols and colleagues.  There could be more video’s created, forming a series of Haven-related products.  There was discussion regarding The Haven’s possible liability (with respect to both production and viewing) and it was suggested that solid contract(s), vetted by a lawyer, be in place.  The importance of projects such as this being part of the overall Business Plan discussed.

v)      PCTIA (formerly PPSEC) Accreditation Process is continuing – Part A has been accepted; Part B being prepared – the part dealing with such things as policies, code of ethics, and faculty development.  The third step (site inspection) might be as early as June 2005, with possible accreditation by the end of 2005.  Implications of accreditation include partnerships, relationships with other institutions, and recognition by professional associations.

vi)     Contracts have been signed for three Come Alives in China in 2005.  All will be led by David Raithby and Linda Nicholls; the first one is in April.  There was discussion regarding the potential profit margin for this type of endeavor, the importance of protecting of The Haven’s proprietary interests, and the possible longer-term benefits of this initiative.

 

[Lorena Lauzon, Joyce Smith (speaker phone), Mark Allen (speaker phone) and Scott Poole joined the meeting]

 

6)      2004 Financial Statements.  Joyce Smith, Mark Allen, and Scott Poole joined the meeting at 10am to discuss “donor oriented” questions posed by Laurie Kelley and Scott Poole.  After Joyce and Mark responded to a number of questions it was agreed that the answers, although important, would not typically be found in the official Financial Statements.

 

As an alternative, and to recognize the importance of the types of questions being posed, it was recommended that:

(1)   a 1-page “original property transaction” summary be prepared by Joyce Smith, and that this address the implications of joining two “entities”;

(2)   answers be prepared for Scott and Laurie’s questions;

(3)   Board questions be solicited, and answered; and

(4)   The Audit and Finance Committee compile this for presentation at the next Board meeting.

 

Further, it was moved by Mark Gunderson, and seconded by Laurie Kelley, that:

     

The Audit and Finance Committee prepare a draft Investment Policy

for presentation at the next Board meeting.

 

Carried unanimously.

 

[Scott Poole, Joyce Smith and Mark Allen left the meeting at 10:35am.]

 

Connie Munro offered to prepare an information package for new Board Directors addressing issues such as who owns what, liabilities and assets, and what different “parts” of the organization do.  Bill Chalmers suggested that the relationship between the business arms, and how the whole effort is “rolling out”, be addressed too.

 

[Laurie Kelley left meeting at 10:45pm.]

 

7)      Marketing Report.  Ernie and Cathy McNally reported that participant numbers are up, the fruit, they believe, of 3 years of marketing efforts, reductions in tuition, and lower staff turnover.

 

[Laurie Kelley returned at 11:05am.]

 

In response to a question regarding the typical profile of people at the 2005 Vancouver Wellness Show, Ernie provided a rough summary:  60-65% female; 75% over 37/38 years of age, and under 60 years of age; 60-70% post secondary education and an interest in natural wellness; less than 50% have above-average income; 90% within 1 to 1.5 hour drive of Vancouver.  Bill Chalmers suggested that this is a niche market.

 

8)      Financial Report.  No 2005 financials are available.

 

9)      2005 Budget.

There was discussion regarding a number of topics including:

i)        The relatively low capital expenditure budgeted.

ii)       The prediction of an operation deficit (if development money not included in equation) and that this has been a trend for few years.  This led to discussion about operation expenses and whether they can/should be cut back further.

 

[Laurie Kelley left the meeting at 11:55am, and returned at 12:10pm]

 

Meeting adjourned at 12:15pm for lunch [at which time Lorena Lauzon left the meeting]

 

Meeting reconvened at 1pm.

 

10)  Philanthropy.  Scott Poole joined the meeting to speak about his perspective on gifting.

 

11)  Committee Reports.  There was discussion regarding the volume of material accompanying this agenda package, and that additional review time would be beneficial.  Dick Sass noted that he has previously made a commitment to have agenda’s out a minimum of one week prior to meetings.  Carole Ames will work with Dick to ensure this is achieved.

 

i)        Development Committee.  The Committee recommends that the Board approve a 2005 Development Budget  as follows:

 

            Wages – Development Director            $30,000

            Design & Printing                                  $15,000

            Conceptual Plans                                  $15,000

            Research & Dev’t of Donors                $20,000

            Travel & Entertainment             $10,000

            Professional Services                            $10,000

            (tax issues for planned giving, etc.)        ________

                                                                        $100,000

           

            Development Revenue              $250,000 [+$250,000 Capital Budget]

                       

            2005 Net Contribution              $150,000

 

[Linda Nicholls arrived at 2:30pm]

 

Following discussion on the draft budget, including the proposed position of Development Director, it was unanimously resolved that the 2005 Development Budget be accepted, and that management employ casual labour to begin the four immediate tasks as outlined by the Development Committee (prepare Fund Raising Plan; research of top 30 donors; prepare collateral materials (brochures, folders etc.); prepare plan for approaching donors).

 

ii)       Audit Committee.  In response to discussions regarding the expense of holding meetings in person rather than by conference calls, Laurie Kelley offered to pay the estimated expense for meetings in person in 2005 ($16, 674).  This offer was gratefully accepted by the Board.  Following review and discussion of the Consolidated Budget, the PDS Short Report, and the Haven Foundation Budget, a number of revisions were proposed to the Consolidated Budget:

 

      Revenue contributions – change from 250,000 to 260,000

      Total Development Revenue – change from 250,000 to 260,000

      Total Revenue – change from 2,071,007 to 2,087,007.

      Capital Expenditures – change from 54,530 to 64,530

      Total Expenses – change from 2,040,490 to 2,050,490

      Excess over Revenue – change from 30,517 to 36,517

      Bursaries/Loans – change from (60,000) to (25,000)

      Operating Fund, end of year – change from 363,948 to 368,431.

 

It was unanimously resolved that the Consolidated Budget, as revised in the meeting, be approved, and that funds be used in this order:  1. Donation funds; 2.GIC’s; and 3. Line of Credit.

 

iii)     Governance Committee.

(a)    The draft Governance Guidelines were discussed, and tabled for presentation at the next Board meeting.

(b)   Following discussion of the Governance Report it was unanimously resolved that the nominations for the position of Board Director by accepted and that the nominees be approached.  It was further resolved that Randy Wong and Gerry Owen be recognized as “Ex-Officio” members of the Board of Directors.

(c)    It as unanimously resolved that a Facilities Committee be established, to be comprised of 3 members.  No chair was established at this time.

 

iv)     Standards and Practice Committee.

(a)    David Raithby reported that the Committee is currently comprised of himself (Board representative, and Chair), Linda Nicholls (Board representative), and Joann Peterson (Director of Education).  The Committee will be responsible for replacing it’s own members as required.

(b)   The Committee, which represents all of Core Faculty, will establish, from time to time, ad hoc committees for specific issues or tasks, drawing from the Core Faculty members.  For instance, various members of Core Faculty are currently looking into 1. creating a new proprietary course, and 2. exploring the physical plant of The Haven.

(c)    The Board Chair expressed his appreciation to David (and Linda and Joann) for taking on this important responsibility.

 

12)  Next Meeting – April 3, 2005, in Vancouver

 

Meeting Adjourned at 4:40pm.

 

[Note:  Following the formal Board meeting, Linda Moore met with the Board to present her “Visioning Proposal” for The Haven.  Her detailed overview of the site’s opportunities and constraints, and her recommendation for next steps, was well received by the Board.  The Chair noted that any formal decision to proceed further, or who might conduct the work, has yet to be determined.]

 

Action Items

  • Governance Committee to undertake contract review and risk assessment.
  • Audit and Finance Committee to draft an Investment Policy Document for presentation at the next Board meeting.
  • Audit and Finance Committee to compile donor-oriented financial information, for presentation at the next Board meeting, which will include a 1-page “original property transaction” summary by Joyce Smith as well as addressing other donor-type questions.
  • Connie Munro to compile an orientation package for the next group of new Board Directors; Carole Ames to provide Connie with organizational chart to be included with this.
  • Carole Ames and Dick Sass will manage agenda packages to achieve target of distribution a minimum of one week prior to meetings.
  • All feedback regarding the draft Governance Guidelines to be provided to Mark Gunderson for consideration prior to next Board meeting.
  • Mark Gunderson will prepare a report on possible coaching/mentoring for the Audit Committee.

 

Minutes recorded by Carole Ames.

Minutes adopted – April 3, 2005

Printable versions of these minutes:
     BoardMinutesFeb18_05   .pdf   .doc   


 

 

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