Saturday, January 20, 2007
Minutes of joint board meeting (TREC/WindShare II, WindShare I, CEC, Lakewind)
Held at: Guelph, Ontario, Ignatius College
Present: Doug Fyfe (LW), John Binns (WS I), Bruce Schmidt (CEC), Ed Hale (TREC WSII, LW, Paula Boutis (WS I), Lloyd Crawford (LW), Bill Jones (TREC), Dave Robertson (TREC WSII, LW), Evan Ferrari (WS I), Rike Burkhard (WSI), Mike Brigham (TREC), Laurence Lafond (TREC), Katherine Luckhardt (CEC), Ed Hasenphlug (CEC), Brian Iler (TREC), Dave Barrett (CEC), Henry Wydeven (CEC)
Chair: Laurence Lafond
No. / Item / Discussion / Resolution/Decision/Action /No. / Item / Discussion / Resolution/ Decision/ Action /
1 / Agenda / M/S – Rike/Ed H. Unanimous
2 / Declaration of Conflicts of Interest / None declared.
3 / Approval of Oct 14 2006 Minutes / M/S – Bruce/Dave R. Unanimous.
4. / Board meeting dates / April 21, 2007 – CEC organizing
June 2, 2007 – TREC/WS organizing
Oct. 20, 2007 – CEC organizing / Dates confirmed.
5. / Administration and Communication / Bruce: sent letter, likely to form basis of discussion. Require information to make decisions to move things ahead, consider it a serious responsibility. Feeling have lack of access to info.
Ed H: this week a lot of talking, to Bruce, Doug and myself and David had conference call. Commitments made at last meeting, some of those haven’t happened. A lot of stress due to roadblocks created by government. Think have serious communication problem. Need to create closer communication lines between boards. One of main changes, I made commitments couldn’t keep, and can’t, have to cut back. In discussions, have come up with two loose proposals.
First, RED Grant just announced. Brings in badly needed resources, and one of the things is supposed to do is capacity building and moving skills to CEC. So this is a really good time to think about major restructuring. First proposal is that Ed steps down as ED of Lakewind and Doug becomes the GM, Ed will work on projects and coordinate those through Doug.
Doug: I agree. Gradual transfer of knowledge. Good transition. Will still need support of Ed and other people.
Ed H: a lot of work to figure out how to do it and will need some fine-tuning. Up until now, work wanting to do has been funded by just our equity. RED grant has provisions in there for training, stuff out of WSII and OSEA, training the board, that’ll bring in capital for this. Whole idea is to have money to build that capacity.
Dave R: we have to pay back the TAF money. RED is a grant. We have to issue shares to TAF at the end. Only provision is if whole thing goes south, then it’s a grant. Next thing Ed was going to talk about structure, so perhaps discuss that first, and that’ll give us better context with how we’ll handle the RED grant.
Ed H: Other proposal should think about is changing the management board of the project. Up until now, four people working on it – Doug, Lloyd, David R and myself. That’s a thin line. Suggest a management board of 2 from each side. Someone suggested 3 and 3. Can discuss. So communication of what’s happened is not going to the two boards as separate. But management board would report to the two boards. Ed H would make time to come to CEC board more often, and vice versa with Doug to TREC WSII. It’s a huge, important project for both of us.
Mike: building capacity of RED grant involved what sounded to me the writing of a “how to” manual. Would Doug have responsibility for that as well?
Ed H: I would think so. One of the deliverables is a manual other co-ops would use.
Doug: Been a program manager for almost 28 years, mainly in computer systems and big insurance companies. Also business project management. But a project manager cannot be the expert for everything, must delegate things out. Have running start with OSEA guidebooks. So re documentation, we’ll have to find out who appropriate person is to do that. May have to hire, or get volunteer.
Ed H: Maybe best through OSEA.
Doug: some money is for OSEA, maybe that is how arrange it.
Dave R: quite keen on idea that we have two representatives each on the LW management committee, and they report directly back to boards, and staff report to that management committee. Overlapping lines of communication, perhaps getting in the way. If do it the other way, then everyone has more access to technical info for starters and delegation of responsibilities will be clearer. Tasks assigned and that sort of things. Think it’ll work better.
Bill: separate board oversight from the staff.
Doug: was first a director of CEC, but once employed, not on the board anymore.
Brian: keen on 3 each rather than 2. I think for a couple reasons: don’t think should be hands-on detailed, should be oversight and managerial function. It’s easy for 2 people to get bogged down in details. If all volunteers, and Doug reporting directly to that group, seems Doug has tremendous incentive to address issues as come up, in efficient and effective manner. 3 would provide better picture back to our boards. We at TREC feel we aren’t getting as much from our reps, because we don’t see minutes of management committee meetings. Need to know more. Sometimes acting almost blind. So the communication isn’t just on CEC, on ours as well. So would like three people from each side to volunteer.
Bill: seconds that.
Doug: If day-to-day to maintain with Ed, David and Lloyd, don’t want to end up with micromanagement.
Brian: day-to-day will be in Doug’s (GM’s) hand.
Doug: does that mean, Ed, David and Lloyd no longer part of the day-to-day group.
Brian: it’s up to Doug to decide.
Dave: if skill sets to access, Doug to access, but day-to-day resides with GM. No point in doing it unless it’s like that. Haven’t heard yet from Lloyd.
Lloyd: Communications will improve if want it to. Will not improve by adding another layer of board function. We haven’t attacked main problem, put another level. That makes it worse, not better normally. So make sure that new board committed to make it happen.
Brian: no, talking about a GM who is responsible to a management committee, who are executive of each of the boards. So not another layer.
Lloyd: Today Ed to his board, Doug to his board. Now we’re having Doug and who he’s working with communicating with this group, who will in turn report back to their boards. To me, it’s another level.
Ed H: but if just have Doug as GM reporting to two boards, but he can’t report to those boards independently, as would have two bosses.
Evan: what think real problem is?
Lloyd: successful businesses run on basis that there’s a vision; whole process is dependent on communications. Don’t believe we’ve had clarity of vision – perhaps b/c have two boards. Think best thing it that we need a clear vision of what CEC and WSII see and then go on same vision. Think we haven’t taken time to develop shared vision.
Rike: two potential communication issues: one people who need it aren’t getting info they want; two communication issues in terms of the actual vision and where going, but to lesser extent.
Lloyd: have to have vision, and if have got it, then communication flows from that.
Rike: Have suggestion for dealing with communication. Concerned about too many levels. Suggest each board appoint a person who specifically responsible for getting the other boards the other information they need.
Lloyd: this was kind of the process that is in place. CEC saw this as project, not co-operative movement lives and dies on this.
Dave: we’re trying to do too much on the 4-person committee. The process re FSCO would’ve gone much smoother if hadn’t mixed up with operating issues. Offering statements are individual and particular to two different organizations. Right, they are dealing with different visions, common ground, but not same organizations. Therefore net result is differences in offering statements, challenged to get them lined up where need to, and not confuse investors overall. If have people trying to do that and mix operating issues that are LW issues, get complex things happening. Also, there is a reticence to try and impose upon the other. That’s the advantage of a GM – who will impose, so things will get done, and will be accountability. Everything funnelling by the 4 of us, and not working. I like to think we’re taking streams and separating them, so get operational stuff happening at Doug’s level, and board stuff happening at the board level.
Lloyd: yes, that’s why vision is so important. Need to understand the shared goal.
Dave R: trouble understanding each other’s organizations, both evolving.
Ed H: not seeing it as another level, seeing as joining of two boards as where real decisions will be made, if those are conveyed back to the other boards. For example, what happened with FSCO. There was a misunderstanding on both sides. Trying to bring that together so getting the same reporting, have discussion together and going back to the two boards as a whole. So not another level, but trusting the decision from the two boards from this committee of 2 – 3 of each side.
Lloyd: so in new structure, Doug manage the offering statements for both?
Dave R: No, b/c not a LW function. Operations go on regardless. Reality, you’re the one CEC dealing with technical issues. May or may not be Ed dealing with WSII, and certainly Brian. They deal directly with each other. Idea is to pull that exercise out of the operational issues b/c messes up.
Brian: I said no Lloyd, but let me clarify, would like to see them coordinated. Maybe that Doug tries to coordinate, or through LW management.
Ed H: huge amount of work to get offering statements approved. Then next into developing site and then technical. The other side is selling the shares. When comes to selling shares, can co-ordinate, but of course different b/c of target markets. But working v. close together on EA, permitting, development of property. So GM is general manager of the project, process of developing the project as opposed to marketing of shares, as we’ll both do that separately.
Doug: At one end propose GM is administrator? B/c seeing role being GM of making sure everything is coming together, oversight, but also involved directly with MacViro and Hydro One, and OPA, but not necessarily just myself. Are you thinking that too?
Ed H: No, saying Doug, in coordination with Management committee will decide how close you are to MacViro. You can delegate, or you can say I want to do that.
Doug: so up to me to decide and then ask people to review to see if workable.
Ed: yes, you run it by management committee. So I see him as a GM. If I have misgivings, clarify with the GM.
Dave B: One other suggestion: we already have four people working as staff or on project management. What we need is more board involvement . Why not have 2 and 2 added to these meetings.
Ed H: think is right on, but in that discussion, but helpful if Doug is reporting to them, and I’m reporting to Doug.
Brian: really important to make clear division between operation and management and policy issues. Four of you bogged down in operational issues, calls that last for hours, and that sounds like operations. As board member, do not do that. Bring policy issues, critical budget issues, with full background so decision can be made by that committee. If committee thinks doesn’t reflect vision of boards it’s drawn from, and need to go back to their respective boards, then OK. In the end Doug responsible for implementing it. Very clear distinction b/w policy, management.
Dave R: Ed and I also on WSII and TREC. Neither Doug and Lloyd on their boards. That’s caused some confusion.
Brian: differences in how our boards deal with FSCO. We’ve worked with them for many years, so we push to get what we want. CEC didn’t push back and so caused difficulties and FSCO succeeded in pushing us apart.
Ed H: if had had better system in place, could’ve avoided that.
Rike: could we draw a picture of that, so we get it? [drew org charts]
Doug: makes sense to me, but must clear up conceptual difference. So is it another tier of oversight, or more board involvement?
Bill: my thoughts on Lloyd saying earlier, we have a number of boards, but fundamentally two boards created JV, and each of those co-ops have clear vision. TREC did visioning exercise, commonality, but not the same. When in JV doing LW, then we do need a shared vision. Need a place to clarify and develop that shared vision. So looks like extra layer, but is the required layer to have it for this particular project.
Doug: JV is between WS2 and CEC. We’ve been getting TREC minutes, not WS2. Still confused.
Ed H: TREC segues into WS2 business, and when get further along, it’ll move to separate times in the night. The next step is separate people on separate boards. Only minutes come from TREC right now.
Brian: its separate only for legal purposes. WS2 is a project of TREC, and TREC decisions govern. So TREC board makes decisions for WS2. WS2 is a skeleton right now.
Doug: if didn’t have to do that, wouldn’t. But TREC is non-profit, WS2 isn’t. TREC needs to stay a non-profit.
Evan: my office is about 80 paces from WSII/I/TREC/OSEA office. So I often visit. So much going on so quickly, don’t know how the 4 manage it. At WSI desperately trying to keep the turbine spinning. WSI only responsibility is the Ex Place turbine. We have a lot of operational issues dealing with there. We went from a hands-on board to an oversight, back to hands-on b/c lost staff and back again and now back to hands-on expected, and manage relationship with Toronto Hydro. So we really can’t wait for merger to happen so have opportunity to take advantage of economies of scale. Trying to move mountains now, and have a lot to be proud of.