SOCIETY FOR EDUCATIONAL VISITS AND EXCHANGES IN CANADA

BOARD OF DIRECTORS TELECONFERENCE

November 11, 2010

9:00 a.m.

PRESENT:Connie MacKinnon

Mary Reeves

Katherine d’Entremont

Denise Nawata

Patrick Balsom

Fran Gagnon, Executive Director

Sandy Dobson, Director of Finance and Operations

Michael Merpaw, Partner, Collins Barrow

Catherine Chapman, Manager, Collins Barrow

Regrets:Stacia Loft

Christine Rapp

Mariette Ferré (note: Mariette had indicated she would try to participate from Australia, however technical complications prevented her from doing so)

  1. Call to Order

The meeting was called to order by Acting President Connie MacKinnon at 9:05a.m, after confirming that a quorum was present.

  1. Staff Financial Report for 2009-10 Fiscal Period

Sandy Dobson welcomed Michael Merpaw and Catherine Chapman, the audit partner and manager from the audit firm Collins Barrow. Sandy reviewed the financial report together with the budget versus actual financial information. The period under discussion is September 1, 2009 to August 31, 2010. The Youth Exchanges program was over spent by $1,921. The RVC program showed a net loss of $14,670 but was able to cover all its direct and many of its indirect costs. Within the budget section “Other” there is a net income of $45,718. Within this section are the one-time projects in the year, the revenues from partnerships and the corporate administrative costs. The Executive Director recruitment costs are included in the expenses for the year. No Air Canada rebate revenue is included because at this time it is doubtful we will meet the minimum flown revenue threshold to qualify. We are currently working with Air Canada to extend the agreement and to reduce the threshold.

  1. Financial Reporting Checklist 2009-10

Sandy noted that this checklist was introduced in May 2008 as a tool to report on compliance matters.

  1. Audited Financial Statements 2009-10

Sandy reviewed the Balance Sheet then Mike Merpaw, partner for Collins Barrow, provided an overview ofthe 2009-10 audited financial statements noting that the presentation of the statements is the same as the internal drafts prepared by Sandy. The audit has a clean opinion with no issues. Any new accounting policies have been complied with, including the CICA’s new expense allocation policy. This information relates to informing readers of the statements how costs are allocated across programs and departments.

Catherine Chapman, manager for Collins Barrow, review the planning letter, reporting letter and management letter. The management letter is a “no issues” letter, meaning the auditors found no significant issues that needed to be brought to the board’s attention.

Motion that the board recommend the members approve the financial statements at the November 29, 2010 AGM.

MOVED by Katherine d’EntremontSECONDED by Mary Reeves

Motion Carried #10-05-01

The auditors left the teleconference

  1. RFP – auditors for the fiscal years ended August 31, 2011 2012 and 2013

At the May 2010 board meeting, the board agreed to tender the audit business for the next three years. Four firms in the Ottawa area submitted tenders and based on criteria, two were selected for interviews. Connie was kept informed of progress.

Motion that the board recommend the members appoint KPMG as auditors for the fiscal years ended August 31, 2011 2012 and 2013

MOVED by Mary ReevesSECONDED by Denise Nawata

Motion Carried #10-05-02

  1. Bylaws

Mary referred everyone to the September 1 bylaws document and asked for two motions.

Connie thanked Mary, Denise, Mariette and Chris for their work. She also advised that now that the executive committee’s role will be defined within the policies of the organization, she and Chris are in agreement with the amended bylaws.

Motion #1 – that the Bylaw Document containing the revisions recommended by the Bylaws Committee be accepted by the Board and subsequently placed on the agenda for adoption at the Annual General Meeting to be held on November 29, 2010

MOVED by Mary ReevesSECONDED by Connie MacKinnon

Motion Carried #10-05-03

Motion #2 – that the SEVEC Board Policies and the Board Resource Manual contents be reviewed during the 2011 year and revised to ensure alignment with the revised bylaws and consistency between the three governance documents.

MOVED by Mary ReevesSECONDED by Connie MacKinnon

Motion Carried #10-05-04

  1. Other Business

Connie informed the board that a staff member, Janice Aubry, had contacted her relating to a human resources matter. A reporting error, since resolved, occurred and during the handling of this matter Janice took actions which the Executive Director and the Executive Committee deemed were not in the best interest of SEVEC and, with legal counsel, determined that Janice is to be terminated with the termination letter to be signed by Connie. It is not the role of the Board to become involved in staff human resource issues, However legal advice recommended the Board involve itself in this unique case Janice has already been advised that she has access to a confidential Employee Assistance Plan Fran and Sandy will meet with the staff in groups to advise them of the decision Katherine suggested that staff be advised that there should not be any discussion on this matter with the dismissed employee. As SEVEC is dismissing without cause, there is no cause to discuss.

  1. Adjournment

There being no further business, the meeting was adjourned by Connie MacKinnon at 10:10 a.m.

Reviewed and approved:

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President of the BoardDate

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Member of the BoardDate

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