Special Membership Meeting - Vote on 2 motions

Thursday, June 17, 2010, at St. Anthony’s Soccer Club, Ottawa
Welcome by President Peter Nadeau, Chair of the meeting.  He then passed the floor to Peter Charboneau. 

1.   Finance Report – Honorary Treasurer Peter Charboneau
    a)  Kiwanis Club of Ottawa Foundation  -  Peter indicated this is where we produce revenue from our fundraisers and provide community financial support.  This year’s fundraisers to date: 

Bed Race - Budgeted Net Revenue  $26,000     /     Actual Net Revenue               $32,800
Bon Appetit Silent Auction- Budgeted  $31,000/    Actual Net Revenue               $24,000

We had budgeted $30,000 for a new fundraiser -  The Scavenger Hunt -  which will not proceed this year.  This will have an effect on our budget however, some of the committee expenses have also come in under budget.   The TV Bingo will only be recognized next year as the first bingo is scheduled for November 8, 2010, and we have spent about $2,000 in expenses this year which are prepaid expenses. The Charity Golf Tournament is being held on August 16th and we anticipate they will meet their budget.

b)  Kiwanis Club of Ottawa General Account – the operations of our service club are maintained in this account and we will be within our budget for a break-even year.  Includes Kiwanis Membership Dues, and Conventions, as well as the Operating Committees – Program, Membership, and Interclub  -   as well as the office costs for rent, salary, website and supplies.

Cash Projections to the end of our fiscal year September 30/10 indicate a small cash balance. Costs to run the office are being met by our Membership Dues and budgeted Admin Recovery from the Foundation for the support and resources provided to our fundraising and service committees.  

c)  Membership Dues for 2010-11 due October 1, 2010 – Kiwanis International will be billing all clubs for their Kiwanis Membership Dues payable on October 1, 2010, instead of the historical billing based on a club’s anniversary date (ours was December). 
At our May Board meeting, it was approved that we send out the invoice or notice of our Club’s Annual Membership Dues on August 1, 2010, and inform members that “if we have your credit card on file, we will be charging your account for the Dues on September 15, 2010” .    The Dues will be increased to $355.00 to include the HST  (Currently $314.29 + GST of $15.71 = $330.     New $314.29 + HST $40.86 = 355.15)

d)  Prepaid Luncheons quarterly payment – This method of payment provides members with a discount if the Quarterly luncheons for 3 months are prepaid.   If you choose this method and attend all of the luncheons it is a cost saving to you of $26.00
- The Fairmont Chateau Laurier cost is $30.22.   With the HST effective July 1st we are required to remit HST to the government and this cost must be passed on to our membership.   At the Board meeting on Monday we approved an increase of $2.00 to the Prepaid Luncheon cost of $26.00  - therefore Prepaid Luncheon costs will increase to $28.00 as of July 1, 2010.  
The luncheon cost for those who Pay at the Door will remain at $33.00. 

2.   Motion 1  -  Meeting schedule – President Peter Nadeau.   As you have all been aware our Club’s regular meetings were reduced to two meetings per month at the beginning of last November 2009.  This was done to reduce the cost to our members in both time and money, and in response to many comments made in our Members’ survey.  Since the inception of this trial schedule your Board has received many comments in support of this new schedule.  We believe that our members have benefited from this reduced schedule and support its adoption as the official meeting schedule for the Club.

IT WAS MOVED by Rick Barrigar and seconded by Ross Christensen that the Kiwanis Club of Ottawa elect to have a minimum of 2 meeting per month instead of once a week.  Motion Carried

Barry Weatherdon noted that we could also choose to have another meeting if the need arises or if we have an opportunity for an excellent guest speaker.  We are hosting Justin Trudeau on Monday, October 25, 2010. 

Helene Crabb indicated that attendance has not increased or decreased since we reduced to 2 meetings per month.

Derek Finley stated that the reduced luncheons may interfere with Corporate Membership and the process of introducing new members as well as reducing the amount of time to meet potential members.

Stephen Tanner is one member who prefers that we have weekly meetings as his schedule at Staples is done monthly and he must coordinate his staff to accommodate his attendance at the luncheons. 

Ross Christensen noted that out of 110 responses received on the feedback forms, the members all indicated they were going to increase their attendance.  The average attendance is currently 33% and the intention by members is to increase their attendance to 55%.                                                               

3.   Motion 2   - Bylaw No. 1  -  President Peter Nadeau indicated that the Bylaws have not been revised since 1990 when the club was in excess of 250 members.   A full copy of the revised By-law No 1 was sent to all members.   Much of the document remains as it was in the previous version, except for minor revisions to clarify or modernize the language.  There are three major revisions,  a) Membership Categories, b)  Election process,  c)  Size of the Board of Directors. 

Thank you to David Daubney and Bernie Shinder for their reply and suggestions to the email.

a)
The first major revision is found in Article 3, MEMBERSHIP AND CLASSIFICATION. 
The proposal is to reclassify our membership into four categories:   Individual, Corporate (and their Representatives), Honorary and Life members.  The Individual Member category replaces the Active and Senior categories.  The Corporate Membership category and the Representative Member category brings this exciting new membership opportunity into our by-laws and defines the Representative members.  The Life and Honorary member classifications come from the Kiwanis International guidelines, but some of the wording has been altered to provide better consistency and readability.
Senior Membership no longer has any significance, since there is no longer a requirement to attend weekly meetings.  Privileged membership has not been in effect since 1961. 

b)   The second major revision is found in Section 7.1, NUMBER OF DIRECTORS
Our present Board of Directors is comprised of 6 executive members (the roles of Secretary and Treasurer are presently combined in one office) and 9 directors.  A board of 15 members occupies a large resource that may otherwise be available to the Club for other activities.  However, over the past few years our Board has evolved from an operating model to a governance model with the responsibilities for the operations of the Club falling to the executive members and the governance oversight being the responsibility of the entire board.  The number of executive members needs to be maintained to spread the workload out effectively.  For the governance model to function correctly the number of directors needs to be greater than the number of executive members of the Board.  Section 7.1 attempts to accomplish this.

c)   The third major revision is found in Article 12, NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS.  You will all have noticed that our election process has become increasingly difficult to operate each year.  This process was designed to function in a club with many more active members than we now have.  A number of proposals have been considered over the last few years and your Board has chosen to propose a version of the nominating committee process that is used by most corporations and is in the Kiwanis International model by-laws.  We believe that this process will allow for an orderly and more successful recruitment of candidates for the officers and directors of the Club.

Currently a primary ballot listing all members is sent out followed by a final ballot. Finding members to stand for the final ballot has been difficult.  It is proposed that we move from a 2-ballot system to a Nominating Committee each year, which recruits a slate of candidates for each office. 

The Chair of the Nominating Committee would be the Immediate Past President.  Where possible the majority of the nominating committee would be Past Presidents. The Nominating Committee would present a slate of candidates to the Annual General Meeting.   The Nominating Committee would only nominate one candidate for each position. 

Wayne Beaudoin noted that all qualified nominees should be provided the chance to be elected.  Also, the illusion may be that a small group is choosing the slate and provided the following amendment:

AMENDMENT - Moved that Bylaw 12.2 be amended by adding the sentence “ At least two weeks prior to submitting the proposed slate of nominees to the Board of Directors, the Nominating Committee will call for seconded nominations for the positions of officers and directors from the general membership.  All qualified names submitted are to be on the proposed ballot”

This would require that :
Item 12.2 (d)(ii) read – nominee(s) etc – a minimum of one
Item 12.2 (d) (iii) read – nominee(s)etc – a minimum of two
Item 12.2 (d) (iv) read – nominee(s) etc – a minimum of seven

IT WAS MOVED by Sam Bhargava and seconded by Peter Charboneau that we adopt and approve the revised Bylaw No 1 as presented, with noted amendments                                         Motion Carried

Discussion
Barry Weatherdon questioned whether the slate would be for 7 or 9 Directors. He was concerned that the reduction wouldn’t offer enough room for interested members to join the Board.

Ross Christensen reiterated that the membership will be asked by the Nominating Committee for any proposals.   The democratic opportunity currently has not been taken by the membership

Derek Finley  stated that he was surprised that the past presidents were not consulted on this. He also feels that leaders may not come forward until they are identified by the other members in the club.  He doesn’t feel the nominating committee can provide for this.

John Callan suggested the members who are interested should inform the nominating committee, instead of the nominating committee getting a list from those Directors to be elected, by the executive.

Tom Burnie stated that as a newer member he has seen very little change on the Board of Directors.   No process is in place for a defined limit of time on the Board. 

President Peter agreed turnover on the Board of Directors has been very low. This year the process has changed only because of the succession.    Everyone gets a chance to vote at the AGM.  You must be in attendance to vote. If you are not there you don’t get a vote.

David Daubney confirmed that the new Bylaw would continue the practice of the President-Designate appointing the Honorary Secretary/Treasurer.   AGM is to be held no earlier than the first meeting in March and no later than the last meeting in April. He noted that this is within 6 months of our year-end.

He agrees with John Callan’s suggestion, and feels we could do that as a trial.  Consider the members and don’t change the Bylaw now. 

Ross Christensen is in favor of the proposed changes to the Bylaws. The model is what most organizations are doing, including all of Kiwanis International. This process would be an improvement to our current procedure.

There will be a written ballot for 7 Directors and you could have more than 7 nominees recommended by the members. If there are only 7 on the list then they are voted in

1 Past President
1 President
1 President-Elect
2 Vice-Presidents
7 Directors
(and Honorary Secretary/Treasurer is appointed)

Ian Hendry stressed that the membership needs to feel comfortable with the process and offered 2 points.
 - the Nominating Committee should set in place a list of members who want to stand
 - the opportunity should be made available to the membership at large

He is also concerned that the slate being announced at the AGM may not work and feels there should be a mail-in ballot.    Members need to be aware of the expected commitment if they want to be President of the Club, as it takes at least 3 years with being President-Designate, then President, then Past-President.

Ian Hendry proposed that they provide for a mail-in ballot.   Seconded by Tom Beveridge.
                                                                                                                   2 opposed - Carried

Tom Burnie noted that for the size of the Board it states ‘between 6 and 8’  which equates to 7.  It should read “ range of 6 to 8”.  

President Peter reiterated that the aim is to reduce the Directors to 1 more than the Executive.  The Nominating Committee would gain counsel from the membership to develop a slate of candidates.

Rob Thompson confirmed that if there is a call to the membership anyone can recommend a member to the slate of candidates.   Nominating Committee will base their slate on the recommended candidates.

The meeting was adjourned.