That the Agenda of the Board of Director s meeting, March 1st be approved

Transcription

1 ROWING CANADA AVIRON BOARD OF DIRECTORS MEETING March 1-2, 2013 *Hilton London 300 King Street N6B 1S2 Phone: Fax: MEETING MINUTES In Attendance: Dr. Michael F. (Mike) Murphy, President Michael Walker, President Elect Matteo Cendamo, Provincial Director Rick Crooker, Director Brian Lamb, Director Phil Monckton, Director Debbie Sage, Director Staff: Consultant: Donna Atkinson, Executive Director Peter Cookson, High Performance Director (present for part of the meeting) Rachel Corbett, Sport Law and Strategy Group (present for part of the meeting) 1. Call to Order The Meeting was called to order at 6:45 pm by Dr. Murphy. 2. Additions/Acceptance of Agenda MOTION 1: Agenda Moved by: Mike Walker That the Agenda of the Board of Director s meeting, March 1st be approved Interurban Rd. Victoria BC V9E 2C5 Canada Tel: / (250) ~ Fax: (250) ~ E- mail: rca@rowingcanada.org Member of: F.I.S.A./Membre de F.I.S.A., Canadian Olympic Committee/Comité Olympique Canadien Canadian Paralympic Committee/ Comité paralympique canadien Page 1

2 3. Review and Approval of Previous Minutes: MOTION 2: Executive Committee Meeting Minutes, January 9, 2013 M. Walker That the Minutes of the Executive Committee Meeting, January 9, 2013 be approved MOTION 3: Executive Committee Meeting Minutes, January 25, 2013 Mike Walker That the Minutes of the Executive Committee Meeting, January 25, 2013 be approved MOTION 4: Board of Directors Meeting Minutes, January 26th, 2013 Mike Walker Minutes should be amended as follows: 9.1 remove the first two bullets 9.2 change to: After further review by the Umpires Committee it was determined Calgary RCA to Calgary Rowing Club That the Minutes of the Board of Directors Committee Meeting, January 26th, 2013 be approved as amended MOTION 5: Board of Directors Meeting Minutes, January 27th, 2013 Matteo Cendamo That the Minutes of the Board of Directors Meeting, January 27th, 2013 be approved 4. President s Report - Dr. Michael F. (Mike) Murphy an update on the FISA Extraordinary Congress, attended by Dr. Murphy and M. Walker was provided was noted that President D. Oswald who has served FISA very well is planning to run again for President but intending to resign early in the term to allow for a trained successor to take over the role March 1-2, 2013 RCA Board of Directors Meeting Page 2

3 potential successor candidates were discussed noted that a new rule was passed by FISA that the FISA Executive (President, Vice President and Treasurer) must have defined rowing credentials Women s 4, was added to the World Championship programme Adaptive Rowing changed to Para Rowing Noted the strength of some of the smaller nations (ie. African Nations) who were voting as a block LW changes proposed were not adopted Changes should be out in bulletin form in a few days 5. Executive Director Donna Atkinson the budget and operational plan will be reviewed after the reports highlighted meetings in Ottawa including discussion with Canoe- Kayak regarding possible partnering with respect to para rowing recruitment the Para Recruitment and Engagement project submissions were received and reviewed by a Committee of staff and a Board member. The two approved projects for three year funding (subject to annual funding approval from Sport Canada) were the submissions from Row Nova Scotia that included partnerships with 3 Clubs in the Halifax Region and the Canadian Sport Institute Atlantic (Para Rowing Coordinator) and, the Toronto Argonauts Rowing Club in Partnership with Row Ontario. Vancouver Rowing Club was a good proposal as well and is being considered for support for one year however, it is difficult to commit to three year funding given budget limitations Sport Canada Funding Contribution Guidelines have been received and are significantly different than prior years. This is the priority work to be completed over the next two weeks. 6. President- Elect Mike Walker 6.1 Distribution of Board Minutes given the governance changes, the Board discussed the communication protocols that should be considered in order to keep members informed on Board matters/discussion. MOTION 6: Posting of Minutes on the RCA Website M. Walker That the Minutes of RCA Board of Director s Meetings once adopted, be posted on the RCA Website. 6.2 Revision to RCA Safety Guidelines M. Walker highlighted a small amendment to the new RCA Safety Guidelines approved at the previous Board Meeting March 1-2, 2013 RCA Board of Directors Meeting Page 3

4 ACTION 1: That the required amendment be made and approved by the S&E Committee and that the published guidelines be distributed as soon as possible 7. Director Brian Lamb Nothing to report, financial statement and budget later in the agenda 8. Director Phil Monckton An update on the process for selecting Athlete Representatives and the Athlete Director was provided. The first step is for the Training Centre athletes to select their Athlete Reps and this process is underway. Once complete, the Athlete Director position will be selected. There has been a discussion with one possible Athlete Director who is considering the position ACTION 2: The terms of reference outlining the role of the National Team Athlete Representatives to be circulated to the Board. Iain Brambell has recently been named as a new Sport Advisor with Own the Podium and he and Laryssa will be/are relocating to Ottawa 8.1 High Performance Director Peter Cookson an update on the Coaches and athletes was provided VTC going well under Martin, 10 athletes in the centre LW Men progressing under Al, have much work to do P. Shakespear in London, just getting oriented J. Keogh has been in contact with the Lwt women Both Martin and P. Cookson have been in contact with the Men s 8 An overview of the athlete pool at each centre was provided Women (12 athletes) going to WC I, Australia Discussion on athlete recruitment and athlete needs Development athletes are lacking training support/injury prevention and management 9 Provincial Director Matteo Cendamo 9.1 Matteo updated the Board on the first meeting (conference call) of the Provincial Advisory Council (PAC). There was discussion about the staff support to be provided for meetings and PAC wanted to confirm that there would be staff support available as required The ED did express some concern about the potential workload if meeting frequency is monthly. It does seem that PAC will not meet monthly as originally anticipated and if that is the case, it should be manageable. Matteo Outlined the Recommendations arising from the PAC meeting: o That there be a more broadly circulated (to all Clubs) communication to introduce the new Board and advise members on the appointment of Debbie Sage to the Director s position that became vacant with the shift of M. Walker to President Elect. o That the Provincial Advisory Council has the opportunity to provide input to reports from the Governance Review Committee prior to these reports being circulated to RCA members. March 1-2, 2013 RCA Board of Directors Meeting Page 4

5 o o o M. Cendamo provided the background to this recommendation and why it was felt important by PAC. The Board agreed that PAC can be valuable support to the communication process and would forward this recommendation to the Governance Review Committee: - That the Provincial Advisory Council be advised prior to items being forwarded to RCA Members at large. PAC Meetings - Matteo advised that the PAC discussed timing for their face to face meeting and decided that they would like to hold their meeting after the Safety and Events/Umpire Committee meetings and two to three weeks prior to the November Board Meeting so they have opportunity to discuss any issues arising and provide any recommendations to the Board in a timely manner. - Matteo will take back to the PAC the date of the November Board meeting once that is confirmed - Matteo provided an update on the Montréal Ice Canoe Challenge that took place in February. A number from AQA attended and there is discussion on the potential for a strategic alliance a gazette article covering the event was circulated. He will keep the Board updated on these discussions 10. Director Rick Crooker R. Crooker updated the Board on the discussions that he and the Executive Director have had in terms of the best approach to increasing revenues for the organization the key goal being to reduce RCA s overall dependence on government funding and to provide greater discretionary resources to support our athletes, teams and programs. Emphasized was the need for the Board to invest in a position to take on a fundraising mandate. Discussion took place about the role of the Foundation and sustaining a long term fundraising plan. Background on the Foundation was provided by Brian Lamb and M. Murphy 11. Director Debbie Sage Nothing to report 12 Other Business 12.1 RCA Operational Plan and Preliminary Budget The Executive Director provided an overview of the Operational Plan that has been developed by staff. She outlined that the operational plan will be a working document for staff that will be updated for each Board Meeting. Overall, it is staff s first plan and there will be learning through the process. It may be ambitious but better to have some stretch targets The Preliminary budget was presented with a Financial Statement that provided projections to year end. The projected deficit of the Preliminary Budget was $9, 568. The Board reviewed and given the year end surplus of 3 prior years were comfortable with projecting the budget over slightly but proposed a few minor amendments March 1-2, 2013 RCA Board of Directors Meeting Page 5

6 The umpire s budget had projected the costs of updating the rules of racing books for umpires. These will be printed before year end in 2013 so this budget line was reduced accordingly. The preliminary budget requested by the IPCC was also reduced with further discussion with IPCC as part of the Committee Review process to take place Overall, the reductions totalled $4,000, reducing the year end deficit to $5, 568 MOTION 7: Preliminary Budget B. Lamb To approve the Preliminary Budget as revised, for the purpose of RCA s Funding Submission to Sport Canada. MOTION To Recess, R. Crooker March 1-2, 2013 RCA Board of Directors Meeting Page 6

7 Saturday, March 2 nd 2013, 12.2 Board Governance Rachel Corbett Rachel provided an overview of updates on the NFP Act, RCA s submission to Corporations Canada and CRA (Canada Revenue Agency) and other compliance matters The key tasks for the day that would require Board action, were highlighted 12.3 Nominating Committee Terms of Reference A new draft Terms of Reference was presented. The new TOR reflects the governance changes that were approved by the Membership at the AGM Minor changes to the Terms of Reference were suggested. The Chair will be appointed by the Board, the Chair will appoint 3 additional members and 1 member will be as proposed by the Provincial Advisory Council MOTION 8: Nominating Committee Terms of Reference M. Walker To approve the Nominating Committee Terms of Reference as revised. MOTION 9: Nominating Committee Chair B. Lamb That M. Murphy be appointed as chair of the Nominating Committee ACTION 3: M. Cendamo to take forward the Boards request to the PAC to appoint a representative to the RCA Nominating Committee 12.4 Appointment of Treasurer MOTION 10: M. Walker To appoint Brian Lamb to the role of Treasurer Execute Conflict of Interest Declarations Board Members reviewed and completed/signed the Conflict of Interest Declarations March 1-2, 2013 RCA Board of Directors Meeting Page 7

8 12.6 Presentation on Governance Models and Related Discussion (Rachel Corbett) R. Corbett presented a series of powerpoint slides summarizing the importance of good governance, the Sport Canada Governance principles, a review of different board governance models, examples of governance policies for NSOs, and a framework for establishing committees to assist in the work of the Board and management. The presentation was followed by extensive discussion by the group on a wide range of governance matters. While there were no specific motions, there was general agreement to proceed as follows: 1. The Board favoured a policy governance board that vests authority for management and operations in the CEO. The pure Carver Model of policy governance was not considered to be realistic for RCA at this time. 2. The Board generally favoured a committee structure organized as follows (M. Walker will develop this further for presentation at the next Board meeting, incorporating input from the Governance Review Committee): Board Committees (reporting to the Board): Human Resources and Compensation Finance and Audit Nominating Membership Fee Review Provincial Advisory Council (PAC) Operating Committees (reporting to the CEO): Coaching Development Participation (Youth, Masters, Coastal, Adaptive) Umpires Safety and Events High Performance* (Advisory to the HPD) Ad- hoc Committees (time- limited, Board or CEO appointed): Governance Review Revenue Generation (specific projects) Awards Discipline Appeals 3. When the committee structure is finalized, all committees will have detailed, Board- approved terms of reference which will be explicit about the authority of the committees (limited or active advisor, limited or active agent). 4. There was discussion about the merits of a High Performance Committee. R. Corbett explained the various models used in other NSOs. RCA has never had a High Performance Committee as it has always had a director with the portfolio of high performance who has been deeply involved in high performance decision- making. It was agreed that the authority for high performance matters should rest with the High Performance Director, but that he would have available to him an expert advisory group. 5. The group tasked R. Corbett to prepare a proposed Governance Policy for RCA, based on best- practices from other NSOs. A draft would be shared with the GRC for input, and brought back to the Board at its next meeting (early May). 6. The CEO job description requires updating. This will be prepared by M. Murphy, M. Walker and B. Lamb, based on proposals provided by R. Corbett. 7. The Board favoured not changing the fiscal year- end. In order to maintain the January coaching conference, it would be necessary to convene a 'minimalist' annual meeting using electronic technology within the timelines required by the Act (before September 30 th ). There could be a face to face Board and PAC meeting in conjunction with this. This matter was to be referred to the Governance Review Committee for further input on the logistics of holding such an annual meeting. March 1-2, 2013 RCA Board of Directors Meeting Page 8

9 8. The Board agreed that it must formalize its method of providing orientation to new Board members, and conducting an annual Board evaluation. D. Atkinson and R. Corbett would bring suggestions to the next Board meeting. 13. Next Meeting May 3rd to 5th, 2013 in Toronto. March 1-2, 2013 RCA Board of Directors Meeting Page 9