Media Co-Op Dominion Newspaper Co-Operative 2016 Annual General Meeting Assemblée Générale

Media Co-op// Dominion Newspaper Co-operative
2016 Annual General Meeting // Assemblée générale annuelle

October 22, 2016 - 720 Bathurst Avenue, Toronto, Ontario

3:30 PM (EST)

Instructions to join // instructions pour joindre:English,Francais
1. Designate Facilitator

Darryl Richardson proposed. No objections.

2. Designate Secretary

David Gray-Donald proposed. No objections.

3. Land acknowledgment and Introductions

Land acknowledgement: We’re on stolen native land here on Turtle Island…

In attendance:

Darryl Richardson – editor member (Toronto Media Co-op rep to board)

David Gray-Donald – editor member (Toronto)

Darius Mirhsahi – reader member (Toronto)

Sakura Saunders – contributor member (Toronto)

Marsha McLeod –contributor rep (Toronto)

Brenna Owen – reader member (Toronto)

Nadia Kanji – contributor member (Montreal)

Arielle Freidman – staff (admin coordinator and publisher), editor member (Montreal)

No prairies, no Alberta

Ashley Zarbatany – editor member (editor rep to board, BC-based)

Kerry Coast – contributor member (Vancouver)

WE HAVE QUORUM!

Note on quorum. As per the bylaws ( bylaw #25: “Quorum. A quorum at any Members' Meeting shall be thirty per cent (30%) of Managing Editor Members and two per cent (2%) or five (5) Members, whichever is greater of the other classes of Members.”

Of the 7 (or less) managing editors active as of Oct 22, 2016, there are 4 in this meeting, making 57%, which is above the required 30%, so this criteria for quorum is met
There are 6 other members at the meeting. It was calculated that on Oct 22, 2016, there were approximately 170 reader members and a maximum of 70 contributor members, making up a total of 240. 2% of 240 is 4.8, so 5 is the larger number. Seeing as the number of members in this category in attendance at the meeting is 6, this criteria for quorum is also met.

4. Approval of the Agenda

Given 5 minutes to read.

Any objections? No objections.

5. Approval of the 2014 AGM Minutes (available here)

Any objections? No objections. 2014 AGM Minutes approved.

Pause to send ballots for board of directors positions to members by email

6. Year in Review
6.1 - Board of Directors Statements

Ashley Zarbatany (editor rep)

Brought on in Nov 2015 to help with Special Issue on land defence, joined editorial collective. Special Issue took 6 months. In March 2016 joined board, wanted to get more involved. Tami Starlight and Vanessa joined then left because it was too much work. Christian in Montreal got involved, but left because of poor financial situation.

Special Issue on land defence cost a lot of money, but it was a priority by members. A point was made for it to be Indigenous editors and contributors. Didn’t want another settler media organization profiting off Indigenous struggles. It cost a lot of money to do this. And long. Still haven’t paid off the debts accrued for that issue.

Hasn’t been much growth with membership and sustainers in recent years. There’s been lack of fundraising. It has been a gradual descent. Asked board in the spring what happened. Was told a lot of it was caused by 2014 labour exodus. People hwo had been around long time / since the start had moved on, a lot of them abruptly in 2014. Long standing issues like staff being overworked and underpaid, and fewer volunteers.

Thinks these things can be overcome, has a lot of hope. It’s going to take a lot of work. Getting more volunteers involved should be a priority. Has been working on list of outgoing recommendations. Will put this onto google drive. Working on centralizing all the docs on how to run this org into the google drive so that if there’s a breakdown in labour, other people can pick up the ball. Been compiling info.

That’s a long summary. Lots of issues have come up, been hard to chip away at them, not much volunteers and staff left at the beginning of the summer. Been functioning at a low capacity.

Darryl Richardson – Toronto Rep

Thanks Ashley, you mostly said it all.

I was around in 2014, between April and June 2014 we lost 6 founding members. Thinks it can come back, sees some good people involved.

Agrees with centralizing docs on Google Drive.

Questions?

Thanks Ashley.

6.2 - Staff Reports

Arielle Freidman (publisher)

Arielle has written this report up (and placed it in the board’s Google Docs files), and is reading from that doc. Copy-pasted here:

“In the 2015-2016 year there have been three permanent, part-time staff members. I, Arielle Friedman, was employed as Administrative Coordinator and Publisher. Roddy Doucet was employed as Membership Coordinator and Fundraiser. Heather Hall was employed as Bookkeeper. Roddy had been employed since 2011 while Heather and myself were employed since 2014.

The Media Co-op also hired three temporary staff members in the 2015-2016 year. Carolin Huang was hired in October 2015 as Outreach Coordinator, a position funded by the Media Action Research Group. In this position, she was expected to work for both the Media Co-op and for MARG. David Zinman was hired in May 2016 with the help of a grant from the Québec Subvention Salarial program to produce a podcast to accompany the Dominion Magazine’s special issue on Indigenous Land Defence struggles. In July 2016, Montreal student Leela Scott was hired as Communication and Outreach Coordinator for the summer with a grant from the Canada Summer Jobs program through Service Canada.

The functioning of the staff team this year has been rocky. Part of the problem is that the staff positions were loosely defined. It wasn’t always clear what work was to be carried out by which employee. Also, the Media Co-op experienced a funding crisis, making it difficult to continue paying the staff. As a result, the Media Co-op board decided to lay off Roddy Doucet and Arielle Friedman effective Fall 2016. Heather Hall subsequently quit her position.

Another problem is that the amount of labour necessary to run the Media Co-op and publish the Dominion is greater than that which can be carried out by three part-time staff members. One byproduct of these issues is that some volunteers were doing work that would in other contexts be part of a staff portfolio. Compounding this problem is the fact that at present, the Media Co-op can’t even afford to pay its regular staff, even at the low pay scale that the employees have tended to be paid at. In May 2016 Arielle Friedman was offered a pay raise, but the Media Co-op was subsequently unable to continue paying her wages. She is still owed backpay by the Media Co-op.

Another problem is that staff members were not expected to report on their activities to the board, and attendance at board meetings was optional for staff. As a result, there was a lack of accountability and it was difficult to ascertain the actual distribution of labour among staff members.

In future, I would recommend that the board (1) hire employees with a clear and specific work portfolio in mind, (2) staff members be required to log their weekly hours, what they’re doing with those hours and report this to the board, either in written form or at a board meeting. I would also recommend that staff members not be on the board as this can cause conflicts of interest.

To deal with the immediate financial crisis, I would recommend that the board take advantage of subsidized labour programs and grants to hire temporary employees. MARG has already offered to fund another six-month staff position of the Media Co-op’s choice. Also, the Media Co-op could apply for another full-time, six month position for a Québec based employee as part of the Subvention Salarial program.

I would recommend that the Media Co-op hire a permanent bookkeeper right away as this is a necessity for any non-profit. The remaining permanent staff positions should be decided carefully. The key areas that have been staffed in the past are administration, fundraising and publishing the Dominion. Publishing the Dominion could be carried out with a greater proportion of volunteer labour, but only with a far greater level of organization than currently exists. If the board chooses to hire a fundraiser, they should take care that the fundraiser is raising more money than that person is being paid, otherwise there is no purpose in having the position. To allow the fundraiser to focus on raising money, I would recommend that the fundraising position involve nothing but fundraising. In the past, publishing and administration have been combined in a single position. One difficulty of this model that is that between publications cycles of the Dominion, the publisher has plenty of time to carry out administration and other tasks, but while the Dominion is being published this staff member’s workload goes up and the employee is stretched thin.

In May 2016, board member Ashley Zarbatany produced a report on what staffing positions might look like in an ideal scenario. That report will accompany this one. While the Media Co-op is in no position to hire a “dream team” at the moment, it will be useful to refer to this document to get an idea of what roles would be filled in a fully functional and thriving Media Co-op, and to use this understanding to inform the architecture of current staff positions.

The new board faces the difficult but exciting challenge of having to rebuild the Media Co-op’s staff team from the ground up. This will require caution, thoughtfulness and creativity. I would recommend that the new board remain in communication with the outgoing board and staff members to take full advantage of their wisdom and knowledge as it carries out the work of building the Media Co-op’s future.

Arielle Friedman, October 2016”

David Zinman (Dominion Podcast)

David Zinman’s report is read from email. Copy-pasted here:

“Hello Media Coop membership!
This past May, the Media Coop signed a six-month contract with Emploi Quebec that allowed EQ money to be transferred to the Media Coop each month. This money was meant to pay me to produce 5 episodes of a monthly Dominion Podcast. In this brief report, I'll try to summarize what came of that.
PROBLEMS
The past six months saw the coop struggling with internal organizational problems that led to extended periods of time where it was unable to forward me the Emploi Quebec salary. Because of this, at various stints throughout the contract I had to take work elsewhere in place of working on this project. Since the coop board was also borderline inactive during this period, it was unable to offer a board pointperson to discuss the podcast or any editorial direction or oversight more generally.
WHERE ARE THINGS AT?
It was only a week ago that the board was able to purchase a Soundcloud account, allowing me to upload thefirst episodeand submit the RSS feed to itunes (this lets people subscribe to the feed using most podcast apps). The way their system works is that once there's an episode up, they can receive an application. And once they receive an application, it usually takes two weeks or so for it to get approved. I'm still waiting for approval but once people can subscribe to the show, I'll get started on promotion.
That said, the first episode was mostly me figuring out how the show wasgoing to work. I imagine folks will have feedback about how to make it better (I know I learned a lot!) But to reiterate what I mentioned back in May, if it's possible for there to be a board point-person for communication regarding this, that would be terrific. And if anyone in Montreal wants to help out with the podcast, please feel free to shoot me an email
GOING FORWARD
The six months ended on October 16th.
Unfortunately, because of the issues mentioned above (along with the fact that I was facing some new health challenges at this same time), I don't have all the episodes finished for gradual release as I'd planned. Instead, I'll be continuing work on the podcast, releasing a new episode each month over the next four. I'm sorry for the delay on the output, but want to be clear that I intend to leave the coop with what we originally agreed to. I'm hoping that following the completion of these episodes, that new people can keep the podcast going, expanding on this work! In that respect, I'd be happy to work with anyone interested in taking this on, to make that transition smooth and share what I've learned!

That's it for now! Actually scratch that, if any new board members want to touch base, please shoot me an email!

I hope the AGMs going well,

David”

Question (Marsha): why did David Zinman not get paid on time?

David Gray-Donald: communications broke down, Roddy was on leave and bookkeeper was not notified to add this person to payroll

Arielle Freidman: Media Co-op had to pay the money to this employee, and then it gets reimbursed by Emploi Quebec, so there were times the Co-op ran very low on funds. Needing to have this money meant that Arielle has not been paid. This is outlined in the outgoing reports folder, along with proposed solutions

6.3 - Q&A

6.4 Motion to adopt the annual report

Darryl: Motion to compile these reports and that this become the 2016 annual report.

Ashley: seconds

No objections. Motion carries.

7. Election of Representative to the Board of Directors

7.1 Appoint Chief Returning Officer

David Gray-Donald as CRO. No objections.

David explains the voting process. Please only vote for the candidate running to rep what kind of member you are.

7.2 Presentations from Candidates (link to bios) and Q & A

Darryl to read bios of people unable to be on call (Jon Milton, Billie Pierre)

Marsha McLeod (Toronto)

David Gray-Donald (Editor)

Billie Pierre (Editor)

Nadia Kanji (Contributor)

Brenna (Reader)

7.3 Voting

Voting happens online using electionrunner.com, coordinated by David Gray-Donald and supervised by Darryl Richardson.

8. Presentation of 2015-2016 Financial Review

8.1 Motion to Approve 2015 financial statements (available here)

David Gray-Donald read the report from Heather

8.2 Motion to Approve 2016 draft financials (available here) pending CPA review

David Gray-Donald read some numbers from the accountant’s report

Questions?

Arielle: not sure how the production costs were calculated. The numbers don’t make sense.

Could someone clarify this?

(this is not fully clarified)

Sakura wants clarification that there was a surplus in 2015 and a deficit in 2016.

Yes.

Sakura: what is the total debt?

David: around 9 or 10 thousand dollars

Sakura: when can it all be paid off?

Arielle: the printing is a major expense that could be reduced. Printer messed up.

How many copies: 5000

Is this error on the printer’s part recorded in writing?

Not in writing, no

Board members are in contact with printer. Collecting our debt is not a high priority for the printer yet

8.1 (revisited) Motion to Approve 2015 financial statements (available here)

Darryl moves. Darius seconds. No objections. Motion carries.

8.2 (revisited) Motion to Approve 2016 draft financials (available here) pending CPA review

Darryl moves. Questions about what this means. Marsha seconds. No one opposed. Motion carries.

8.3 Motion to Appoint Compass Accounting for the 2016-2017 financial year

Darryl moves. Questions about whether we need to do this, and at this predicted cost of $2000 (which seems high to some).

No seconders. Motion set aside for next board to take care of.

Kerry mentions an accountant in BC that does organizations filing for $750,