Minutes for Meeting of December 15, 2006

Heron Session Room, The Haven Resort & Institute

 

Attending: 

Board:  Bill Chalmers, Steve Davis, Mark Gunderson (by phone until 10am, then in person), Rick Jackson, Laurie Kelley, Connie Munro, Linda Nicholls, David Raithby, Paul Robillard, Dave Tyler

Ex-Officio Members:  Randy Wong, Gerry Owen (departed at lunch break)

Friends of Haven:  Ron Adkins

Management: Rachel Davey, Rick Jackson, Lorena Lavers, Bill Leuze, Christine Purfield, Gill Robillard

Guests & Others:  Wayne Dodge, Gwen Ewan, Jane Olynyk (portions attended as noted in minutes).

Regrets:  Bryan Croeni,

 

1.      Call to Order at 9:05am by BC.

 

[Wayne Dodge and Gwen Ewan (core faculty) joined meeting by conference phone; Jane Olynyk (associate faculty) joined meeting.]

 

2.      Faculty Report

 

a.       WD invited questions and comments on the faculty report previously distributed to the Board.  There were a number of topics discussed including:

                                                   i.      The intended meaning of “governance”;

                                                 ii.      The intended meaning of “interpreters of legacy”;

                                                iii.      The concepts of control, influence, cooperation, direction and consultation with respect faculty, management and the Board;

                                               iv.      Processes for addressing disagreement and conflict;

                                                 v.      Faculty concerns re: communication with Board, for example “modeling what we teach”;

                                               vi.      Division of responsibilities between management, faculty (including “Faculty Executive Committee) and Board;

                                              vii.      Possible division of “legacy” into more than one component;

                                            viii.      Possible make-up of “Faculty Executive Committee” and relationship with Board;

                                               ix.      Preferred final decision-maker with respect to structure/curriculum; core faculty membership; and governance of core faculty; and

                                                 x.      The need to address a governance structure before delegating responsibility.

b.      BC thanked WD for his report, and for his response to the Board’s questions and comments.

 

[WD, GE and JO left the meeting.]

 

3.      The Haven’s Vision & Mission – read by BC

 

4.      Welcomes

a.       BC welcomed new Board Directors Steve Davis and Dave Tyler to the meeting.

b.      BC welcomed The Haven’s new comptroller, Christine Purfield, to the meeting.

c.       CM inquired as to the whereabouts of new Director Janice Comeau, and was advised by BC that this would be addressed in-camera upon the arrival of MG.

 

5.      Check-Ins

All present checked in, particularly in response to BC’s question as to concerns they might have for the day.

 

[MG arrived at 10am.]

 

6.      Approval of Agenda.

The agenda was approved with two additions under new business regarding accountability agreements and the mission statement.

 

7.      Meeting went in-camera at 10am

 

a.       RW, GO (Ex-officio Members), RA (Friends of Haven US), Rick Jackson (Director, and Executive Director) and CP (Comptroller) requested to remain in attendance.

 

Moved by MG, and seconded by RJ,

                          i.      That the Governance Guidelines dated August 15, 2005 be revoked due to decisions in 2006 which superceded several provisions; and

                        ii.      That the Governance Chair revise the Guidelines as appropriate and bring the document back to the Board for approval.

Motion carried.

 

8.      Meeting re-convened at 4:05pm by BC.

 

[GE joined meeting.]

 

9.      General Board Affairs

 

a.       Approval of Minutes

      Moved by PR, and seconded by RA,

                  That Draft 3 of the September 22, 2006 minutes be adopted.

      Motion carried.

 

b.      Executive Director’s Report

                                                   i.      RJ summarized his written report, including the following:

1.      The resignation of the Director of Development and Marketing, the extension of the deadline for applications for that position, and the time now available for a review of the nature of the position;

2.      The over-all focus this fall has been planning, and this includes the new comptroller exploring costing and forecasting;

3.      The status of The Haven’s negotiations for a new contract with Hai Wen in China – our first proposal has been countered, and management is now preparing a response to that;

Moved by CM, and seconded by BC,

That a one-year arrangement be ratified by the Foundation Board and that management be authorized to negotiate the details based on the arrangement as outlined in the management report.

Motion carried.

4.      Options for the upgrading of beds and bedding are being explored.

 

10.  Committee Reports

 

a.       Education

                                                   i.      CM noted that Marlyn Farrell has resigned from the Committee for health issues.  She has ideas for a replacement.

                                                 ii.      Draft Education Master Plan

1.      CM observed that the Education blog has been very useful as a vehicle for discussion on topics such as spirituality, leadership, symposia, and faculty development.

2.      LN noted that with respect to Professional Training there is a need to flesh out areas such as Phase IV, and required Non-Proprietary Courses.  RD made note of this.

3.      DT suggested that a Strategic Plan would normally precede an EMP and so this is a good step, however we “aren’t there yet”.  RJ responded with a brief overview of what has transpired to-date with the Strategic Plan and the EMP, and agreed that normally the sequencing would be reversed.

 

b.      Standards and Practice

DR noted that the Committee continues with its work, and that GE is sitting in for Joann Peterson who is still copied on correspondence.

 

c.       Audit and Finance

                                                   i.      PR summarized the Committee’s written report (distributed separately from agenda package).  It was noted that:

1.      “Haven Away” has contributed a net income of $53,000; and

2.      PD Seminars may need to pay income tax for 2006.

                                                 ii.      The Board Directors were reminded that any expenses must be submitted to LL immediately for processing.

                                                iii.      PR summarized the Interim 2007 Budget (distributed separately from the agenda package).

1.      LL advised that the $17000 budgeted to appeal property taxes is not longer required, although she would still recommend $2000 be kept aside.

2.      MG noted his concern that management not be forced to wait, and that they be able to “move ahead now”.

3.      DT inquired if something interim could be put in place to assist management.

4.      PR noted that we still need the Strategic Plan back on course.

Moved by PR, and seconded by MG, that:

The 2007 Interim Budget be adopted.

Motion carried.

5.      It was agreed that a report substantiating proposed staffing levels be ready for the next Board meeting, Jan 26/07.

                                               iv.      RJ and several Directors made note of their appreciation for PR’s dedicated efforts with the A&F Committee over the last 5 years.

 

d.      Development and Marketing

                                                   i.      GR noted that a 2006 target has not been achieved, and that there will be a final drive to meet that target before the year’s end.

                                                 ii.      LK proposed that donor have the opportunity to meet bursary recipients.  GR agreed with this idea.  LN noted that an awareness of bursary receipts generates more curiosity and possible impacts.

                                                iii.      LK suggested some research methods to test marketing ideas.

                                               iv.      LK emphasized the importance of new guests at symposia being translated into new Haven participants.

                                                 v.      Several Directors made noted of their appreciation for the quality, initiative and professionalism with which GR has conducted her duties.

 

e.       Facilities

PR advised that the main focus of the Committee at this time is the acquisition of new beds and bedding.  This is a team effort between Facilities, Development and Marketing, and management.

 

f.        Governance

                                                   i.      Governance Motions

Moved by MG, and seconded by LN, that:

1.      Christine Purfield be appointed Secretary Treasurer of The Haven Foundation for the ensuing year;

2.      Paul Robillard be appointed Chair of the Facilities Committee for the ensuing year;

3.      Bill Chalmers be appointed Chair of The Haven Foundation Board for the ensuing year;

4.      Paul Robillard be appointed Vice-Chair of The Haven Foundation Board for the ensuing year; and

5.      Dave Tyler be appointed Chair of the Audit and Finance Committee for the ensuing year.

Carried.

                                                 ii.      Current Risk Assessments

1.      DT explained his concerns regarding risk assessment (in areas such as fire), and suggested that he could offer a simple format for addressing severity of impact, probability of it happening, and methods to mitigate the risk.  He agreed to discuss this with RJ and bring a recommendation back to the Board.

                                                iii.      Board Policy Manual.

1.      DT noted that he would like to see a consolidated Policy Manual, particularly for new Directors, available electronically as well as physically.  This would assist new Directors in knowing their range of discretion.  He agreed to follow-up on this idea.

 

11.  New Business

 

a.       Accountability Agreements.

BC advised that the process has bogged down somewhat due to the Strategic Plan process.

a.        

b.      Mission Statement.

BC proposed a revision to the draft Mission Statement to address previously discussed concerns.  There was a lack of agreement on the proposal.  Recognizing the importance of the Mission Statement in relation to the Strategic Plan, it was agreed that this discussion be deferred until the January 26, 2007 Board meeting.

 

 

 

Meeting terminated at 6:00pm.

 

Action Items:

1.      RJ to prepare a response to Faculty, on behalf of the Board, regarding the Faculty Report and related discussions.

2.      CA to proceed with negotiations with Hai Wen for 2007, based on the management recommendations as approved.

3.      All Directors, Members and Advisors to submit any outstanding Board expenses to LL immediately for processing.

4.      Management to have a report prepared, to substantiate increased staffing levels, for the Jan 26/07 Board meeting.

5.      DT to discuss risk assessment with RJ and bring a recommendation back to the Board.

6.      DT to address the idea of creating a physical, and electronic, Board policy manual.

 

Minutes recorded by:            Carole Ames

Minutes adopted:                   January 26, 2007