Minutes Board of Directors Se

Transcription

1 @ 8:00 am REALTORS Association of Edmonton, Boardroom Minutes Board of Directors Se Present: Michael Brodrick, Chair Jennifer Lucas Tom Shearer Darcy Torhjelm John Carle John Dempster Sheldon Johnston Kathy Schmidt Chelsea Wooley Michael Thompson, President & CEO Leah Schleiter, Executive Assistant Rahim Jamani, Policy & External Relations Manager 1.0 CALL TO ORDER Chair Michael Brodrick called the meeting to order at 8:11 am. 2.0 APPROVAL OF AGENDA MOTION MOVED, SECONDED AND CARRIED that the agenda be approved as is. 3.0 CONSENT AGENDA 3.1 December 19, 2018, Board of Directors Minutes & Summary of Motions 3.2 Membership Approval MOTION MOVED, SECONDED AND CARRIED that the Consent Agenda be accepted as presented. 4.0 NEW BUSINESS 4.1 DIRECTOR ORIENTATION OREA Governance Orientation and One Voice videos were played, and a discussion was had on each. A discussion was had regarding communicating with the membership as well as how to hear more from the membership. The Board has a roll in getting the information out and communicating to the members. o Suggestion that the Board members engage directly with brokerages just like they did with the Bylaw presentations. o There is a diverse wealth of knowledge in the membership and we need to tap into that more. It is up to the Board to get the people Board of Directors Meeting

2 with the right expertise in order to have the robust discussions and make the decisions. o We as a Board of Directors must communicate better and committees must get better informed and communicate better. Member disengagement: If people trust in the process, people will trust the decision. If they don t trust the process, they don t trust the decision and can lead to disengagement. OREA Governance Documents video was played and a discussion was had. CREA Competition video was played and a discussion was had. 5.0 BUSINESS ARISING 5.1 PROPOSED NEW AGENDA There have been some previous discussions about moving to a 4-part agenda. Proposed Changes: o Moving the New Business and Business Arising to the start of the agenda. o A larger consent agenda which would include: The CEO s and Chair s written reports. The committee minutes (other than audit and governance). Membership approval. Other information items. Upcoming meetings and events. New item is a board meeting evaluation form to be discussed at the next meeting. This will allow for discussions on how to strengthen decision making. The objective is to have a more efficient format so that there is more time for discussion on important items and to shorten Board meetings. Decision: o Agree with making the consent agenda larger and moving it to the end of the agenda. o Agree with having the meeting evaluation discussion in-camera. o Agree to use the new agenda on a trial basis and see how it works and then re-evaluate. Suggestion: would like to see more update on operations. Suggestion: provide more robust quarterly updates on the strategic plan than is currently received. 5.2 PROPOSED BOARD EVALUATION PROCESS The format is what CREA uses. Board of Directors Meeting 2

3 Should add a Not Applicable rather than just yes or no. Will send out the form in a fillable pdf format for this meeting and investigate doing as a survey going forward. 5.3 PROFESSIONAL STANDARDS PROCEEDINGS Further information from our lawyers has been provided in the event someone who has been disciplined by RECA re-applies for membership. A discussion was had. Issues regarding bias and implications for decision-making authorities of the Board: require further advice from counsel on recusals, bias and doing membership approvals. Management has more work to do to provide more information to the board. ACTION ITEM MOTION MOVED, SECONDED AND CARRIED that this is referred to the Governance Committee for policy and process development and then reviewed by the Arbitration and Professional Standards Committee. 5.4 AREA BYLAWS Significant proposed changes: o Reduce the size of the board from 12 to 9 members. o Change the nature of board representation to include directors at large and one public member. o Remove the ability of local real estate boards to directly appoint directors. The vote will be one aggregate vote rather than voting on individual items. 5.5 RCF CORRESPONDENCE From the last joint RAE/RCF meeting one concern that arose was the misappropriation of RCF funds by RAE. No misappropriation of funds has occurred. A letter of apology was received by Michael Brodrick and has been distributed to the Board of Directors. MOTION MOVED, SECONDED AND carried to accept the letter from the RCF. Recommendation from the joint meeting that the Board of Directors appoint a liaison who will attend the RCF meetings. Kathy Schmidt has been nominated. Intention is that a RAE Director s report will be provided to the Board of Governors. MOTION MOVED, SECONDED AND CARRIED that Kathy Schmidt be the Board of Directors liaison to the RCF meetings. Board of Directors Meeting 3

4 5.6 LIFE MEMBER AWARDS COMMITTEE Darcy Torhjelm reviewed the recommendations from the Life Member Committee for the 2018 Life Membership Awards: The committee talked about how to make the process better for next year and going forward. Recommended that the committee meet in the fall so there is more time to go through the process. MOTION MOVED, SECONDED AND CARRIED to approve the committee recommendations for 2018 Life Membership. 6.0 CHAIR S REPORT January 3 rd : Half-day at RAE, 630 CHED Telephone Interview, CTV Live Interview January 4 th : St. Albert Gazette telephone interview January 7 th : Stony Plain Council/RAE Board dinner January 8 th : RAE/Alberta Boards pre-forecast dinner January 9 th : Housing Forecast Seminar Shaw Conference Center, Post-forecast media scrum January 10 th : CTV Morning Live, Full day at RAE, CHBA Economic Forecast Dinner January 14 th : Past President s Advisory Dinner January 17 th : Full day at RAE, New Board/RAE Management dinner January 21 st : Audit Committee meeting January 22 nd to 26 th : Banff Western Connection Conference January 29 th : CREB Pre-forecast dinner (Calgary) January 30 th : CREB Housing Forecast January 31 st : Full day at RAE 7.0 PRESIDENT & CEO REPORT Building Update: Management is working with JLL on a work plan. Received an updated analysis of the garage to make sure there has not been further deterioration or extra costs. Also, working on having an updated engineering report done on the rest of the building. CREA Strategic planning process: Michael Thompson was invited to participate in CREA s strategic planning session. Their focus is on technology, reputation enhancement, and advocacy. Sold Data: working with CREB to implement more provincial uniformity in rules. Some other boards have expressed an interest to implement a uniform set of rules for VOWs. We have just received CREB s rules this month and now we are working through them. o Several boards have received a letter from the Competition Bureau encouraging them to have everything in place by late February. Board of Directors Meeting 4

5 Will contact the Competition Bureau to ask for more time to get this done correctly. o And, on Friday we received RECA s opinion which includes that we can t disclose seller data until it is registered with land titles. A problem is that we don t have a process to show that a property is registered with land titles. RAE is working with AREA, CREB and RECA to get more clarity from RECA and to determine the implications for brining RAE s systems into alignment with the Competition Bureau s expectations. o Michael Thompson will provide more information to the Board of Directors in the next few weeks. ACTION ITEM 8.0 AUDIT COMMITTEE 8.1 JANUARY 21, 2019 COMMITTEE MINUTES Darcy Torhjelm provided an overview of the Audit Committee minutes. MOTION MOVED, SECONDED AND CARRIED that the Minutes of the Audit Committee dated January 21, 2019, be accepted as information. 8.2 DECEMBER 2018 FINANCIALS Darcy Torhjelm provided an overview of the December Financial Report. MOTION MOVED, SECONDED AND CARRIED that the Financial Statements dated December 31, 2018, be approved. 9.0 INFORMATION ITEMS 9.1 Nothing Discussed MEETINGS/EVENTS February 11 Committee Orientation Meeting Auditorium February 21 Broker/Manager Breakfast Auditorium February 27 Board of Directors Meeting Boardroom February 28 Services for Success Auditorium March 8 REALTORS Ball The Westin March 12 3@3 Auditorium March 20 Board of Directors Meeting Boardroom March 21 RAE Annual General Meeting DoubleTree by Hilton 11.0 IN-CAMERA 12.0 NEXT MEETING February 27, 9:00 am in the Association Boardroom. Board of Directors Meeting 5

6 13.0 ADJOURNMENT The meeting was adjourned at 12:07 pm. Board of Directors Meeting 6

7 Summary of Motions Board of Directors 8:00 am 2.0 APPROVAL OF AGENDA Additions: 5.6 One MLS Update 5.7 Year-end Update MOTION MOVED, SECONDED AND CARRIED. That the, agenda be approved as is. 3.0 CONSENT AGENDA 3.1 December 19, 2018, Board of Directors Minutes & Summary of Motions 3.2 Membership Approval MOTION MOVED, SECONDED AND CARRIED that the Consent Agenda be accepted as presented. 5.0 BUSINESS ARISING 5.3 Professional Standards Proceedings MOTION MOVED, SECONDED AND CARRIED that this is referred to the Governance Committee for policy and process development and then reviewed by the Arbitration and Professional Standards Committee. 5.2 RCF Correspondence From the last joint RAE/RCF meeting one concern that arose was the misappropriation of RCF funds by RAE. No misappropriation of funds has occurred. A letter of apology was received by Michael Brodrick and has been distributed to the Board of Directors. MOTION MOVED, SECONDED AND carried to accept the letter from the RCF. Recommendation from the joint meeting that the Board of Directors appoint a liaison who will attend the RCF meetings. Kathy Schmidt has been nominated. Intention is that a RAE Director s report will be provided to the Board of Governors. MOTION MOVED, SECONDED AND CARRIED that Kathy Schmidt be the Board of Directors liaison to the RCF meetings. Summary of Motions

8 5.6 Life Member Awards Committee MOTION MOVED, SECONDED AND CARRIED to approve the committee recommendations for 2018 Life Membership. 8.0 AUDIT COMMITTEE 8.1 January 21, 2019 Audit Committee Minutes Darcy Torhjelm provided an overview of the Audit Committee minutes MOTION MOVED, SECONDED AND CARRIED. That the Minutes of the Audit Committee dated January 21, 2019, be accepted as information. 8.2 December 2018 Financials Darcy Torhjelm provided an overview of the Financial Report. MOTION MOVED, SECONDED AND CARRIED. That the Financial Statements dated December 31, 2018, be approved. Summary of Motions 2