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Minutes for Meeting of May 26, 2006 Swallow Session Room, The Haven Resort & Institute
Attending: Board: Bill Chalmers, Paul Robillard, Rick Jackson, Mark Gunderson (arrived 9:25am), Connie Munro, Tom Lesosky, David Raithby, Laurie Kelley Ex-Officio Members: Randy Wong Management: Rick Jackson, Cathy McNally, Gill Robillard (for Development Committee only) Guests: Gwen Ewan (in afternoon only) Apologies: Linda Nicholls, Bryan Croeni, Ron Adkins, Gerry Owen, Suromitra Sanatani
Call to Order at 9:10am by BC.
1. The Haven Vision and Mission.
2. Approval of Agenda. a. RJ advised that there would be an in-camera session during his report. b. PR noted that the Donation Acceptance Guidelines will be presented for approval.
3. Check-Ins.
[MG arrived at 9:25pm]
4. General Board Affairs
a. Approval of Minutes - The minutes of February 24, 2006 and March 21, 2006 were approved unanimously.
b. Executive Director’s Report. i. The Board went in-camera at 9:40am, and re-convened at 11am with the following report:
At a
duly constituted Board of Director's meeting of the Haven Foundation held at
9:00 am on Friday May 26, 2006, the following Director's resolution was
unanimously resolved:
ii. RJ distributed the Executive Director’s Report, and reviewed the contents. 1. Report Item 2 – Management and Board-GM Relationships. a. RJ noted that the formal relationship with Selgae Enterprises and the Haven Foundation was severed May 25, 2006. b. DR noted that nothing had been said during the in-camera session that cannot be said directly. c. CMc regrets that EMc is not staying on to wrap-up for a week or two. d. CM wondered how to support both CMc and EMc. e. LK emphasized the importance of being clear that the door is open to EMc. 2. Report Item 6 – Tracking of Extraordinary Initiatives. a. DR noted his disagreement with the term “systems failure” because they are the best things that have occurred for some time. b. RJ agrees, however he believes that without conscious choice and a strategic plan, there is a lack of buy-in at the Board level, lack of focus, and unclear financial implications. c. DR concerned that we not “kill the energy” with policies etc., and will continue to bring this forward. He is talking about the energy of the leaders, participants and personal development. d. RJ noted the relationship of this conversation to the Margaret Wheately panel discussion (at the 2006 Vancouver Symposium) on form versus essence. 3. Report Item 2 – Management and Board-GM Relationships. a. PR expressed concern that the Executive Director position is becoming more entrenched with the proposed management re-organization. b. RJ responded that his intention is re replace himself in the ED position by year-end if possible. c. DR requested clarification of the proposed structure. d. RJ drew a chart illustrating the relationship of The Board, the Committees, the ED, a new CFO position, and 4 management streams (Operations, Finance/Admin/HR, Programs, and Development). He noted that he is not sure where marketing will go ie. Programs or Development. The proposal reflects increased sophistication of The Haven – one person/position cannot cover all the areas plus have the 30,000’ perspective. e. DR wondered if one manager will take the lead. f. RJ responded that this is not decided yet. g. MG wondered about the proposed location of the CFO (reporting to Committees and ED, separate from the 4 management streams) instead of what he is more familiar with (where CFO, CDO, CPO and CDO all report to the CEO). h. RJ responded that this is primarily due to cost, and that the CFO may be a temporary job. i. CA noted that a somewhat similar arrangement was implemented approximately ten years ago with three managers (Char, Candace and Jenny) running the daily affairs of The Haven, and LN providing some type of support/coaching/overseeing. j. RJ advised that CMc is staying as Manager for 30 days and that during this time RJ will work out the who, what and how. k. TL expressed concern re: the CFO position, and wondered if Lorena Lauzon is qualified for this position. l. CMc responded that LL is not yet qualified, however she is close. m. TL asked who would fill the CFO position. n. PR responded that Christine Purfield, CA, has been approached. RJ added that this would be contractual with a retainer. o. MG added that he has had a conversation with a potential Board Director who is a CA and that she is interested. p. PR noted that this means letting Joyce Smith go, and that maybe she could then join the Board as a Director. 4. What Next? a. MG asked what the Directors can do to support RJ’s work now. b. RJ responded that he is not sure yet. He appreciates the support of the individual Directors in the process over the last few weeks. He believes The Haven will “take off” once this is negotiated and formed. 5. Executive Director Review. a. DR noted that it is time for the ED review (June) and wondered how this should be done. b. RJ responded that verbal, direct, individual contact would be his preference. In particular he wants to know 1. Does he have the Board’s confidence? And 2. And specific questions, issues, comments. c. BC noted that the ED’s Accountability Agreement can be reviewed to see if the commitments are being met or not. d. LK would like to have agreed time-lines for the Accountability Agreements and Strategic Plan. e. RJ will remind BC re: follow-up on this. Moved by DR, and Seconded by CM, That the Executive Director’s Report, dated May 26, 2006, be accepted. Carried unanamously (with PR abstaining due to possible conflict of interest).
Meeting adjourned for lunch at 12:05pm, and reconvened at 12:50pm.
[Gill Robillard (Development Officer) joined the meeting.]
c. Action Items Carried Forward. i. BC reported that he and CA will address any outstanding items on this list outside of the meeting so as to make better use of the Board’s time.
5. Committee Reports.
a. Development. i. GR distributed 3 documents: 1. Fundraising Activities for 2006 2. Summary of Mahor Donr, Major Donor Prospects & General Donor Appeals for 2006 3. Board Members as Fundraisers and Ambassadors ii. GR noted that the goal is to be students’ charity of choice. She provided an overview of the 2006 Strategic Plan, noting that the “Learning Person-to-Person Fund” is this year’s focus. She noted that something new is the “Donor Thank You Program” (no “ask” here). iii. MG suggested that the latter be moved from December 2006 to November 2006 so that there is time before the year-end in case a recipient decides to donate again. iv. GR advised that she has update inserts for the Donor Binders, and extra Binders if needed. v. RJ noted that this area is a high priority in order for The Haven to grow and continue. vi. BC encourages pairings i.e. an “asker” and an “ambassador”. vii. There was general discussion regarding the importance of fundraising, how to approach, and what is involved. viii. GR invited Directors to let her know how she can be of support in this area. ix. LK wondered how to ensure that the connection is not broken ie. a timely ask, instead of a 10-year break. x. CMc noted that we’re trying to respond to people’s yearnings, not trying to get money. xi. DR likes this perspective and thinks it’s important not to abuse relationships especially for course leaders and participants. xii. MG wants two items on the next Development Committee Agenda: 1. “Propriety Guidelines” for donor approaches; and 2. An “Approach Plan” brainstorm. xiii. DR noted that the first item should be reviewed by the Standards and Practice Committee.
[GR left the meeting at 1:30pm.] [Gwen Ewan (Core Faculty) joined the meeting at 1:35pm.]
b. Education. i. CM provided an overview of the Committee status. ii. CM noted that the Committee is meeting tomorrow to work on a draft Master Education Plan. In addition to the Committee members, Susan Clarke and Mary Holdgrafer will also be attending, and Jim Sumi will be facilitating. The plan to have this to the Board for approval by the end of the year. iii. CM outlined the areas of responsibility of each member. iv. MG inquired if there is a relationship between the Standards and Practice Committee and the Education Committee. v. RJ responded that there isn’t yet, but there will be. vi. There was general discussion at the two committees, their responsibilities, and their possible relationships. vii. CMc emphasized the importance of focusing on guidelines, rather than policies, where possible in order to maintain flexibility. viii. CM agreed, and noted that she was simply looking for ways to harness the energy of the faculty and students. ix. RW asked what checks are in place to ensure the right people are in place for the sub-committees. x. CM responded that all would be faculty members. xi. RW emphasized the importance of having people with history, familiarity, skill, fit etc.
c. Standards and Practice. i. DR explained that the Committee handles almost all their business by email. ii. DR provided an overview of the Committee’s activities in the last 6 months: 1. Review of on-line surveys for 16 courses. 2. Eligibility requirements for assistants to lead in China. 3. Feedback to Registrars on surverys. 4. Advising Assistants who have become Associates. 5. Review and acceptance on new workshop proposal. 6. Review a request for approval to lead Phase I. 7. Phone coaching. iii. DR noted that the Committee, particularly LN and himself, are concerned about the direction the Board is taking. For example, the Board is busy, but the vision, especially re: education, is neglected. He outlined three areas: 1. “What are we actually doing here, and how do we guard this?” a. The official vision says we’re providing personal development and professional training. What does this mean? The organization needs to support personal development activity, which involves expansion and risk. b. DR thinks that the organization has drifted towards too much bureaucracy and too much policy. c. DR thinks it is problematic to say “educational institution” and “faculty”. d. DR stated that the Phase programs were developed by masters and the curriculum must be done by masters as well. This leads to the second area. 2. The S&PC should be heavily involved in the work of the Education Committee, especially curriculum and accreditation. DR is afraid that this will not happen. 3. The S&PC should have a close relationship with the Education Committee i.e. work in tandem. iv. RJ noted his agreement with everything DR said, and noted that the Board has spend 1 ½ years trying to create the structure to support this. He noted that we need to find a balance between planning and action, between defining and doing. v. DR wondered how the S&PC and the Education Committee can work together to ensure the vision is clear and protected i.e. what types of changes to Phase I are appropriate/inappropriate? He noted that “the decisions are in the details”. vi. MG responded that he was glad to hear DR’s comments and wondered what we need to do. DR responded that he had covered this in his three areas of concern. vii. LK wondered who else are our gatekeepers? viii. DR said the list would include the three members of the S&PC (DR, LN, Joann Peterson), the Executive Director (RJ) and the Education Committee Chair (CM). ix. DR noted that the S&PC should brainstorm this, especially using core faculty e.g. GE and Wayne Dodge. x. RJ suggested that perhaps there needs to be more dialogue between himself and DR re: how to address this. xi. DR emphasized the importance of a spirit of discernment i.e. when should S&PC (or DR, LN, JP, other senior folks) be involved, when not.
d. Audit & Finance. i. PR summarized four reports: 1. PDS Year-End 2005 2. HF Year-End 2005 3. PDS 1st Quarter 2006 a. There was discussion about possible reasons for enrollment numbers being up. It was noted that Come Alive numbers were up in 2004, Phase numbers were up in 2005, and intern numbers are up in 2006. 4. HF 1st Quarter 2006. ii. PR introduced the revised “Investment and Cash Management Policy” dated May 2006. Moved by PR, and Seconded by CM, That the “Investment and Cash Management Policy” dated May 2006 be adopted. Motion carried unanimously. 1. There was discussion regarding procedures for the distribution, storage and formatting of adopted policies such as this one. iii. PR introduced “The Haven Foundation Donation Acceptance Guidelines & Policies” dated May 18, 2006. Moved by PR, and Seconded by MG, That the “The Haven Foundation Donation Acceptance Guidelines & Policies” dated May 18, 2006 be approved. Carried unanimously, with amendments as outlined by LK.
e. Facilities. i. TL noted that the Committee will meet tomorrow, and with Jim Sumi in the evening. The intention is to have a review of last year and a discussion of intentions from here on. ii. TL would like to accommodate people like Jim Sumi coming. CMc responded that this can be handled. There was discussion about remuneration for professional services and questions about whether there is any policy on this. GE noted that the faculty could be included in this discussion given the professional services some of them provide at no-charge. iii. TL inquired as to whether it was accurate that money had been donated to proceed with the Desalinization Plant. RJ clarified that a few thousand dollars have been donated, however not enough yet to proceed with the project. iv. CMc advised that a “Green Building Report” will be provided to The Haven by Nancy Bradshaw’s husband.
f. Governance. i. MG advised that he is finishing off the risk assessment and contract analysis. He will complete the work of himself and Gerry Owen, and then pass to the ED. ii. MG advised that he continues to work on finding new Board Directors. He asked that any possible names be provided to him. He also noted that he is currently looking at a couple of people that may be suitable. iii. MG presented the revised Education Committee Terms of Reference, dated March 2006. Moved by RJ, and Seconded by MG, That the revised “Education Committee Terms of Reference”, dated March 2006, be adopted. Carried unanimously.
6. New Business a. Vision and Mission Approval. i. It was agreed that this item be deferred until the next Board meeting so that things like “relationship science” can be clarified. b. Executive Assistant Remuneration. i. This will be addressed by BC and RJ. c. Foundation Board-Vice Chair. Moved by BC, and Seconded by MG, That PR be appointed Haven Foundation Board Vice-Chair. Carried unanimously.
Meeting adjourned at 3:55pm.
Action Items: 1. RJ to provide BC with an executed and undated letter of resignation, relative to his position as Director and President, to be held same pending direction from the Haven Foundation. 2. RJ to consult with LN re: the 3-person management team employed by The Haven approximately ten years ago. 3. RJ to remind BC re: follow-up on the ED’s Accountability Agreement review. 4. BC and CA to address any outstanding action items from previous meetings. 5. LK to forward amendments to “The Haven Foundation Donation Acceptance Guidelines & Policies” to PR. 6. PR to amend the “The Haven Foundation Donation Acceptance Guidelines & Policies” to reflect the amendments outlined by LK. 7. PR to have Aubrey Muirhead and LL review the “Investment and Cash Management Policy” to be more specific, for possible future revision. 8. RJ to look into establishing a central repository for policies at The Haven. 9. CA to ensure adopted documents show author and adoption date. 10. RJ to establish a process for dissemination of adopted policies. 11. CMc to have final “The Haven Foundation Donation Acceptance Guidelines & Policies” formatted. 12. RJ to ensure that terminology in revised Vision and Mission are clarified for the next Board meeting. 13. RJ and BC to address Executive Assistant remuneration.
Minutes recorded by: Carole Ames Minutes adopted: September 22, 2006
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