SOCIETY FOR EDUCATIONAL VISITS AND EXCHANGES IN CANADA
BOARD OF DIRECTORS
May 30th- June 1, 2010
Sheraton Hotel
Ottawa, Ontario
Present:Connie MacKinnonMary Reeves
Denise NawataMariette Ferré Patrick Balsom Christine Rapp
Katherine d’Entremont
Léola Muntu-Caron, YAC President
Laurie Clement, staff
Sandy Dobson, staff
Regrets:Bruce Bishins, Stacia Loft
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May 30, 2010
1.Call to Order
ConnieMacKinnon called the meeting to order at 3:08 p.m. and confirmed that a quorum was present. She welcomedPatrick Balsom and YAC President Léola Muntu-Caron.
2.Approval of the Agenda
Motion to approve the proposedAgenda:
MOVED by Mariette FerréSECONDED byKatherine d’Entremont
Motion Carried#10-04-01
3.Approval of Consent Agenda
Motion to approve the Consent Agenda:
MOVED by Denise NawataSECONDED byMary Reeves
Motion Carried#10-04-02
3.1Approval ofMinutes- Board Meeting December 2009, teleconferences January 13th, March 3rdand March 29th 2010.
3.2Executive Director’s Report
Mary Reeves congratulated Laurie on the staff’s many accomplishments during her time at SEVEC.
3.3Governance – Policies BPD 07, 09, 10
BPD 08 has been deferred to the November meeting.
- Review of By-Laws
Mary explained the history that brought aboutthe Bylaws Committee. Denise did extensive research on the fundamental principals of good governance and discovered the “Fundamental Principles of Good Governance for a Not-for-Profit Organization”. The objective today is to review the proposed amendments made by the Committee and for the Board to adopt the document or to approve modified amendments.
Motion to adopt the document: “The Fundamental Principals of Good Governance for a Not-For-Profit Organization” as a guiding document for SEVEC governance:
MOVED by Christine RappSECONDED byKatherine d’Entremont Motion Carried#10-04-03
Motion that the revised document entitled: “Letters Patent and Bylaws-Draft presented by Bylaws Committee to the Board of Directors” be received by the Board:
MOVED by Mary ReevesSECONDED byDenise Nawata Motion Carried#10-04-04
Bylaw revisions
The Board reviewed the document and accepted the changes except as noted below:
Objects
Object “d” (international exchanges, visits and other educational experiences between Canadians group and people living in other countries) was a suggested removal from the organization’s objects. The Board agreed to retain this object in order to broaden the potential market for RVC and possibly exchanges as well.
Part 1 – Interpretation
(1.2)Katherine noted that there is no need for thegender disclaimer.
Part 4 - Directors
(4.1) – Powers of IndividualDirectors
The Board added “Succession is important but not guaranteed. All members should participate without being overloaded and should have access to leadership opportunities. We value the principle of good governance.”
(4.3) – Number of Directors
The Board discussed the rationale of having at least 9 members and no more than 13. The Board agreed that to have at least 7 members instead of 9, and no more than 13.
(4.6) – Election of Directors
The Board agreed that Officers will be elected immediately prior to the AGM.
(4.7) – Term
The Board reviewed various options for terms of directors, including the number of terms and when a Board member can become an Officer and how that affects their term. This item has been set aside for further discussion.
(4.8 a and c) – Powers and Functions of the Directors
The term “manage” will be replaced by “oversee”.
(4.9) –Meetings of the Directors
The Board agreed that any two Directors can call a meeting, not just the Chairperson.
(4.10) – Quorum of Directors
The phrase “where all can hear each other” shall be inserted after “communication medium”.
(4.12) – Removal of Directors
This item has been set aside for further discussionrelating to conviction of a criminal offence. Denise will be draft a summary on the subject for the Board’s review.
Part 5 – Employees, Officers & Committee Chairpersons
(5.2b) - Powers and Functions of the Executive Director
The phrase “subject to its direction” shall be inserted after “be accountable to the Board”.
(5.8) – Term of the Vice-Chairperson
Wording was changed to “The Vice-Chairperson shall be elected by the Board to serve for a two year term unless otherwise determined by the Board”.
Part 7 – Committees
This item was set aside for further discussion.
May 31st, 2010
5.Report from the Executive Committee
Connie MacKinnon called the meeting to order at 8:39 a.m. and confirmed that a quorum was present. Christine Rapp provided a verbal report from the Executive Committee. She discussed thereorganization process and the search for a new Executive Director. Given that Roch Carrierhas resigned as Board Chair, the Executive Committee responsibilities are being shared by Connie and Chris. The website will need to be amended to reflect Roch’s departure.
Motion to appoint Connie MacKinnon as Interim President:
MOVED by Mariette FerréSECONDED byMary Reeves Motion Carried#10-04-05
6.Review of Consultant’s report and organizational structure
Chris noted that earlier in the process she had received all of the Board members’ questions and concerns via email and responded to each. Overall, the Board was happy with the report. Marietteexpressed her disappointment with the methodology ofthe report, specifically with regards to the approach that was taken and that the consultation did not include everyone on the Board. Connie reiterated that this methodology was discussed on an earlier board teleconference call. Chris also clarified that this report was “received” by the Board, not “accepted”. The Board indicated that Laurie Clement’s revised organizational chart dated March 11th,which includes a program staff member,will be used going forward.
7.Board Committee Reports
7.1Fundraising Committee
The committee is in abeyance pending the Board’s decision to create a Government Relations Committee and a review of the terms of reference for this Committee relative to the Fundraising Committee.
7.2RVC Committee
Motion to terminate the RVC committee:
MOVED by Chris RappSECONDED byConnie MacKinnon Motion Carried#10-04-06
7.3SCIP Committee
Motion to terminate the SCIP committee:
MOVED by Chris RappSECONDED byDenise Nawata Motion Carried#10-04-07
7.4Nominating Committee
The Committee should have at least 3 members. Katherine d’Entremont agreed to serve on the Committee with Connie MacKinnon. There are currently 9 Board members. Fourof those members have terms coming up for renewal in November and Christine Rapp’s term will end at that time. The Board has no representation in Quebec and there is a gender imbalance. Katherine agreed to draftand circulate a template to capture Board member skill sets and experienceby the end of June 2010.
7.5Government Relations Committee
Katherine will draft Committee Terms of Reference and work with Mary Reeves and Patrick Balsomon this initiative.
8.Finance Reports
8.1Financial Report for 2009-10
Sandy Dobson presented the report and indicated that the organization is projectinga slightly revised overall surplus of $1,500 rather than the $1,091 deficit reported in the board materials. The YEC program is breaking even. RVC is expected to show a loss of $48,000 because thebudget number of travelers was lower than expected (1,100 travelersvs 1,600budgeted). The RVC program is covering all of its direct costs and some of its indirect costs. Other projects and initiatives had sufficient net income to offset the RVC loss. Approximately $20,000 of staffing costs and overhead was absorbed into several projects, the Saskatchewan Youth Forum, the Youth Taking Action project and new Learning Tool project.
The compliance checklist was reviewed. New sections were highlighted, including ongoing monitoring of the new Canada Not For Profit Act, the clean CRA pension audit and compliance with new legislation in Ontario regarding workplace safety.
8.3Revenue Generation
Laurie Clement reviewed the circulated report indicating that over $187,000 in revenue was generated. This included the absorption of $20,000 of overhead expenses and salaries and three new projects in the year. Net revenues of $48,000 were used to cover indirect costs allocated to but not covered by RVC. Additional sources of revenue included partnerships with Uniglobe, Air Canada and Visa.
The revenue generation goal for 2010-11 has been set at approximately the same level as was achieved in 2009-2010. $47,000 of that amount has already been secured through new project funding approved by Canadian Heritage for the development of a classroom “Second Language Student Motivational Learning Tool” to be completed by March 31, 2011.
8.2Financial Planning program 2010-11
Sandyexplained the budget assumptions for the 2010-11 program year. Discussion will continue after lunch.
9.0Youth Advisory Committeereport (Léola)
Laurie worked with the Committee to draft job descriptions for: President, Vice President and Secretary as well as Regional reps. YAC has over 400 followers on theirFacebook fan page. It was noted that there are two other SEVEC Facebook pages. Though these are linked to the YAC Facebook page, it is hard to make that obvious using Facebook. Staff will continue to look into this matter. A detailed sheet outlining the action items taken so far by the YAC committee was circulated for review. MarietterecognizedLéola’s effort in presenting her report in English.
YAC members would like to communicate with Board members in their province.
A motion was passed to allow staff to share Board members’ phone numbers and email addresses with the YAC members and to seek approval from Bruce Bishins and Stacia Loft prior to providing the information:
MOVED by Connie MacKinnonSECONDED byMariette Ferré Motion Carried#10-04-08
Lunch
Guests:Michel Lemay, Director General, Exchanges Canada
Janet Campbell, Director, Youth Participation Directorate
Sandrine Oka, Senior Program Officer, Exchanges Canada
Connie welcomed Michel, Janet and Sandrine. Laurie and Roch’s departures, the Executive Director search and Connie’s appointment to interim Chair were discussed. Léola presented her YAC report and gave an update on currentYAC activities. Laurie briefly presented two recent reports, “Youth taking Action Community Projects” and “SaskatchewanYouthForum-HowSchools and Communities Can Foster Multicultural Inclusiveness”.
Michel asked about the influence YAC has over the SEVEC programs. Léolanoted that SEVEC is very receptive to any ideas proposed by the YAC committee.
Janet explained that the Summative evaluation report is now complete. There were some very positive observations made and the report should be posted on the website by thebeginning of July.
Michel, Janet and Sandrine departed and the meeting continued.
8.2Financial Planning program 2010-11 (continued)
The 2010-11 budget proposes a surplus of $1,683. Ten staffing positions have been included in the budget, up from the 8.4 actual staff in place since November 2009. Salary bands for staff will be increased by a 1% cost of living factor. The Air Canada rebate which comes into affect March 1, 2009 has also been factored into the budget, assigned primarily to the YEC budget.
At the November 2009,AGM Collins Barrow were appointed as auditors for the year ending August 31, 2010. A $17,000 quote from KPMG for 2011 is much less than the $22,000 paid 2009. Sandy was directed by the Board to send out an RFP for audit services.
SEVEC doesnot have insurance covering sexual harassment or misconduct. The price is high due to the homestay component of exchanges. We received quotes several years ago ofapproximately $250,000 per year. Another company recently quoted $50,000 for one occurrence per year but our broker is still trying to resolve exactly who would be covered by this policy. A full report on insurance will be presented to the Board in November.
Motion to approve the 2010/2011 Budget:
MOVED by Denise NawataSECONDED byKatherine d’Entremont Motion Carried#10-04-09
10.Program reports
10.1Exchanges Program report
Overall,the program has enjoyed strong success again in 2009-10. We exceeded 100% of our targets in most provinces. The numbers for Aboriginal and Official Minority Language youth participation were excellent. 57% of the youth participated in a bilingual exchange, up slightly from the previous year. Male/female participation rates are very close to the census breakdown.
10.2RVC Report
The program participations more than doubled from 456 in 2008 to 1,105 in 2009 and we have received alot of positive feedbacks from vendors and participants. The program was able to cover all its direct costs and some of its indirect costs. Targeted marketing for day trips from Ottawa to Montreal proved successful. The margin on these trips is smaller but the staff time commitment is not high.
For 2010-11, we are budgeting 1,600 travelers. We have been getting phone calls from groups who havenot traveled with us in many years and are getting referrals from past RVC and YEC travelers. We did not factor in any increase in marketing and sales attributable to the new Executive Director’s activities.
10.3Youth Taking Action Community Projects Report
Laurie reported on the success of this recent project. As described in the report, seventeen (17) youth led projects were approved for funding across the country last winter. She emphasized the importance of this type of activity to SEVEC, from a PR perspective. This project enabled us to connect with communities and municipal leaders all across the country. She also noted its importance in terms of promoting and coordinating youth led initiatives.
10.4Saskatchewan Youth Forum 2010 Report
Laurie briefly reviewed the report on the Youth Forum on Multiculturalism that recently took place in Regina. This project, funded by the Ministry of Education in Saskatchewan, was very successful in bringing together 50 youth from across the province to make recommendations on the topic of multicultural inclusion. The report has been well received by Saskatchewan educators, MPs, and the Premier of the province. Laurie recommended that SEVEC continue to build this event in partnership with CASAA and CAP as it raises SEVEC’s profile in the host province and within the broader education community.
11.Report on Research presentation
SEVEC was asked to present to a federally funded Second Language Learning Research Roundtable held in Ottawa in May. Laurie referred to the one-page summary she presented and noted in particular the suggested research topics for the future.
12.Report on 75th anniversary planning for 2011
$15,000 has been budgeted for anniversary celebrations. Denise Nawata volunteered to sit on a 75th anniversary Committee. Board members were asked to forward suggestions for the celebration to Denise and/or staff. Laurie and Léola will also ask the Youth Advisory Committee for ideas on how to celebrate the 75th anniversary.
13.Executive Director Recruitment
Chris explained that after the March 29thBoard teleconference, the Committee requested proposals from three search firms. Judith Wightman’s firm was engaged. After receiving 34 applications for the ED position, 3 were shortlisted for interview.
June 1, 2010
13.Executive Director Search
Judith Wightman joined the Board to discuss the search. The Board interviewed three candidates for the Executive Director position.
Motion to offer the position of Executive Director of SEVEC to Ms. Françoise Gagnon with final negotiations to be conducted by Judith Wightman.
MOVED by Christine RappSECONDED byDenise Nawata Motion Carried#10-04-10
The Board meeting resumed in the afternoon following the interviews:
By-Law Revisions
The Board agreed to defer remaining By-Law items for which there was no agreement to the By-Laws Committee for further review. A revised proposal will come to the Board for consideration at the September Board Conference call.
Executive Committee Member at Large
Mary Reeves agreed to serve as an interim member-at-large of the Executive Committee until the November Board meeting.
Motion to approve appointment of Mary Reeves to Executive Committee:
MOVED by Mariette FerréSECONDED byChris Rapp
Motion Carried#10-04-11
16.Dates for future meetings:
Teleconference date-September 1 at 2:00 EST, November date TBD
Face to face meeting-November 28-30, 2010
17.Adjournment
Motion to adjourn the meeting
MOVED by Christine RappSECONDED by Katherine d’Entremont
Motion Carried #10-04-12
Reviewed and Approved:
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President of SEVEC Board of DirectorsDate
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Member of SEVEC Board of DirectorsDate
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