Ontario 4- H Council Page 1 Ontario 4-H Council MINUTES Date: Friday, Place: Nottawasaga Inn Resort Time: Participants: Staff: 8:30 am to Noon President: Brad Found, Past President: Tammy Oswick, Vice President: Cheryl Sullivan, Director at Large: Dennis Carnegie, Darrell Bergsma, Dave McNichols, Sonia Nuttall, Carrie Purcell, Jeff Stratichuk, Donna Van Der Heyden, Lynn Ward Anna McIntyre & Cailen Bromley joined meeting later in the morning Debra Brown, Executive Director, Danette Woodworth, Recording Secretary 1. Call to Order Meeting called to order at 8:30 am. 2. Welcome and Introductory Comments President welcomed everyone and Council recited 4-H Pledge. 3. Review of Action Sheet from January 20, 2018 BOD meeting Council reviewed Action Sheet Items. All Action Items were either completed or will be discussed during meeting. 4. Approval of Agenda Operational Plan to be added as 16.2 under Staff Report. MOTION: Moved and seconded to approve the amended Agenda. 5. Appointment of Action Sheet Recorder Cheryl Sullivan was appointed Action Sheet Recorder. 6. Roll Call Greatest Memory of CAM 7. Minute Approval 7.1 Acknowledgement of January 20, 2018 Minute Approval February 15 th Minute Approval It was noted that Anna McIntyre sent regrets for the February 15 th Meeting.
Page 2 7.2 March 6, 2018 Audited Financial Statement Approval Teleconference Meeting MOTION: Moved and seconded to approve the March 6, 2018 Minutes approving the audited 2017 Financial Statements. Strategic Direction: Ensure a Relevant 4-H Experience 8. Finance Committee Report Chair of Finance 8.1 2017 Audited Ontario 4-H Council Financial Statements Cheryl Sullivan, Chair provided a Finance Committee Report (included with meeting package). Cheryl asked if the Directors had any questions regarding the 2017 Financial Statements. It was clarified that fair value is the same as fair market value. 8.2 Appointment of Auditor Collins Barrow Guelph Wellington Dufferin (Collins Barrow), auditor for the Ontario 4-H Council has completed their three year term. The cost to complete the audit each year was $7,750. Collins Barrow submitted a quote of $9,800/year to complete the audit for the next three years (with 2% inflation per year). The recommendation put forward from Council and Foundation Executive is to continue with Collins Barrow for the next three years. MOTION: Moved and seconded that the Ontario 4-H Council retain Collins Barrow Guelph Wellington Dufferin for a three year term (2018, 2019 and 2020) to audit the financial statements. 8.2 Association in Good Standing Thirty-eight associations have submitted their financial health reports, representing about 76% of associations. The remaining associations will be holding their AGMs in April and May. Contingency Reserve Fund B-BO-17 It was recommended by the auditor to change the wording in the fund from Retained Earnings to Net Income. MOTION: B-BO-17 Transfer of Retained Earnings Net Income to Contingency Reserve Fund The Ontario 4-H Council supports the maintenance of a Contingency Reserve Fund. This fund should be a minimum of three months operating budget, to a maximum of six months operating budget. At the discretion of the Executive Director with appropriate staff and Executive Committee consultation, at the end of each year, retained earnings net income in excess of $30,000 will be transferred to the Contingency Reserve Fund and/or other specific investment/purpose. The Contingency Reserve Fund will be reviewed yearly. Moved and seconded to change Policy B-BO-17 as recommended. 9.0 Policy Committee Report 9.1 Bylaw Change Review Cheryl Sullivan, Chair will present proposed Bylaw changes to Annual General Meeting separately tonight.
Page 3 9.2 Policy Committee Report Policy Committee Report included with meeting package. Cheryl Sullivan, Chair reviewed the recommended policy changes. B-BSR-17 4-H Resources 4-H resources are only made available to bonafide 4-H participants or stakeholders. at the discretion of the Executive Director. MOTION: Moved and seconded to change the wording in Policy B-BSR-17 as proposed. B-BO-01 Quality Board & B-BO-04 Meetings Meeting attendance was discussed at length, and it was agreed to send these policies back to the Policy Committee to revisit and bring forward recommendations for a new policy to the June Council Meeting. B-BO-07 Job Descriptions PRESIDENT Attend and participate fully in all scheduled Executive and Finance Committee meetings which include face to face meetings and teleconferences. There are five (5) scheduled Executive and four (4) scheduled Finance Committee meetings in addition to the as well as Annual General meeting. VICE PRESIDENT Attend and participate fully in all scheduled Executive and Finance Committee meetings which include face to face meetings and teleconferences. There are five (5) scheduled Executive and four (4) scheduled Finance Committee meetings in addition to as well as the Annual General meeting. PAST PRESIDENT Attend and participate fully in all scheduled Executive Committee meetings which include face to face meetings and teleconferences. There are five (5) scheduled Executive Committee meetings in addition to as well as the Annual General Meeting. DIRECTOR AT LARGE Attend and participate fully in all scheduled Executive Committee meetings which include face to face meetings and teleconferences. There are five (5) scheduled Executive Committee meetings in addition to as well as the Annual General Meeting. DIRECTOR Attend and participate fully in all scheduled meetings. which include face to face meetings and teleconferences. The scheduled face to face meetings include five meetings and as well as the Annual General Meeting. yearly. (Attendance while not mandatory, is a good indicator of the Directors level of commitment) Attend and participate in the Board governance training held prior to the first full Ontario 4-H Council Board of Directors meeting (or make alternate approved training arrangements). DIRECTOR-YOUTH Attend and participate fully in all scheduled meetings which include face to face meetings and teleconferences. The scheduled meetings include five meetings and as well as the Annual General Meeting. (Attendance while not mandatory, is a good indicator of the Directors level of commitment) MOTION: Moved and seconded to accept the recommended changes to B-BO-07 Job Descriptions. DIRECTOR COMMUNITY Qualification Any community member 18 and over, with the skill set and experience identified by the Ontario 4-H Council Board of Directors is qualified to be appointed as an Ontario 4-H Council Director-Community. Term The length of term (appointment) will be one year, which will expire at the completion of the Annual General Meeting, the Director- Community can be re-
Page 4 appointed to the office for additional terms, not to exceed three (3) consecutive terms. Roles & Responsibilities Shall fulfill all roles and responsibilities of a Director Shall have the full voting rights of a Director Shall contribute their insight, experience and skill set to fulfill the an identified need of the Ontario 4-H Council. Annual General Meeting. (The Ontario 4-H Council will cover CAM registration costs) MOTION: Moved and seconded to change the wording for Director Community as recommended. Section 1.2 Governance Model was reviewed by the Policy Committee and no changes were recommended. B-BO-04 Board Duties The board is responsible for directing and protecting 4-H Ontario s interests. More specifically, it is responsible to:. provide direction to the organization. establish written corporate policies. assure effective Executive Director performance. communicate with 4-H Ontario s stakeholders. make decisions in the best interests of 4-H in Ontario as a whole.. Understand what the 4-H program does in practice.. Understand what the current 4-H delivery model involves. and assist in implementing it in their local 4-H Association.. Participate in the discussions, using your knowledge of your local Association or Regional Board but keeping in mind the best interests of the provincial 4-H program as a whole. This may, at times, put you at odds with your local Association or regional board.. Loyal support of the 4-H program. It is detrimental to the health of an organization for Directors to continually position themselves at odds with the and its policies and procedures. of the 4-H program.. Decisions of the Board are made and based on the collective wisdom of all Directors, therefore it is imperative that all Directors routinely provide input into issues before, during and after Board meetings. who are encouraged to routinely provide a voice to the discussions.. Manage the business of the Ontario 4-H Council and the 4-H program. The membership at large entrusts the Directors with the management of the Council. Directors develop policy that is implemented through the Executive Director and staff on a day-to day basis. It is understood that Directors will act in good faith at all times.. Act in accordance with the guidelines outlined in 4-H by-laws, policies and procedures.. Know and understand the limitations of authority as a Director.. Attend and participate in all scheduled meetings. (approximately five face-to-face meetings, one training session and teleconferences). Face-to-face meetings include CAM, the spring, summer, fall and winter board meetings, and a training session. Circumstances may arise which mandate extra meetings and/or meetings of the entire Council. Attendance at meetings is strongly encouraged and mandatory for the training session.. Participate 100% in meetings as scheduled. Late arrivals and early departures are disruptive to the Board functioning as a cohesive body. Each Director shares an equal responsibility for decisions of the Board.. Attend and participate in all scheduled meetings. (approximately five face-to-face meetings, one training session and teleconferences). Face-to-face meetings include CAM, the spring, summer, fall and winter board meetings, and a training session. Circumstances may arise which mandate extra meetings and/or meetings of the entire Council. Attendance at meetings is strongly encouraged and mandatory for the training session.. Participate 100% in meetings as scheduled. Late arrivals and early departures are disruptive to the Board functioning as a cohesive body. Each Director shares an equal responsibility for decisions of the Board.
Page 5 A Director is deemed to have resigned upon failing to attend fifty percent (50%) of any meetings of the full Board, called by the Chair, in any twelve (12) month period, or any three (3) consecutive meetings, except where the Director has received the prior approval of the majority of the Board, which shall only be given in the event that the absentee Director has established to the satisfaction of the Board that there are extraordinary circumstances. MOTION: Moved and seconded to adopt the changes and remove the last bullet points noted in B-BO-04 Board Meetings. B-BO-10 Conflict of Interest This policy will be reviewed with Policy Committee and Foundation to create overarching policy and brought back to the June Council Meeting. B-BO-11 Ethics Directors will understand and conduct themselves in legal and ethical ways. MOTION: Moved and seconded to accept recommended change to B-BO-11. B-BO-13 Director Learning Opportunities and B-BO-14 Resolutions from the Association These polices were reviewed and no changes were recommended. B-CE-07 Volunteer Learning Opportunities, B-CE-08 Lotteries Conducted by the Ontario 4-H Council and B-BSR-16 Club in Good Standing are still to be reviewed this year. B-BSR-04 Executive Director Performance Review The Executive Director Performance Review will be completed annually within 60 days of the END of the fiscal year (or - in February of each year), in person, by the President and Past President of Council and Foundation Chair using the ED work plan. Before this review, After this review, the Council President and Past President will meet with the Foundation Chair, Vice Chair, Past Chair and Council Executive to review the ED Work Plan and identify points of discussion for the ED Performance Review. MOTION: Moved and seconded to amend B-BSR-04 as discussed. The Executive Director Succession Plan was included in the meeting package. Directors were asked if there were any questions or changes. MOTION: Moved and seconded to adopt and put in place the Executive Director Succession Plan. Strategic Direction: Empower Today s Leaders 10. Nominating Committee Report Tammy Oswick, Chair, submitted Nominating Committee report, included with meeting package. Elaine Bowman will submit her nomination form for 4-H Council Director today.. Dave McNichols has completed his third 2 year term.. Sonia Nuttall and Carrie Purcell have completed their second 2 year term.. Darrell Bergsma and Anna McIntyre have completed their first 2 year term. Lynn Ward, Dennis Carnegie and Cheryl Sullivan are in the middle of their second 2 year term.
Page 6 Nominating Committee is concerned there may not be enough nominations to fill the six vacant director positions. After the election, Bryan Boyle, Parliamentarian, will cite the following Bylaw Article Three: Bylaw 3.06 Vacancies. Vacancies on the board may be filled for the remainder of the term of the director whose position has become vacant either by the members at a special meeting called for the purpose or by the board if the remaining directors constitute a quorum. Nominating Committee would recommend that Bylaw Article 3.01 be amended to read: The affairs of the Corporation shall be managed by its Board of Directors. Until changed in accordance with the Corporations Act, the number of Directors shall be not less than 8 (originally 12) and not greater than 14 of whom a majority constitute a quorum. Discussion ensued. Nominating Committee to discuss this at their next meeting. 11. Resolutions Two resolutions will be brought to the floor during the Annual General Meeting. The Parliamentarian will run the resolutions. 12. Overview of Conference Agenda The Conference Governance Agenda was included with the meeting package. Council reviewed schedule for Friday including the AR Session, Conversation Café and AGM. Future dates of the Conference & Annual General Meeting were discussed. Unfortunately, Nottawasaga Resort is unavailable in 2020 and 2021 for the weekend 4-H traditionally holds CAM, and alternate dates would have to be looked at. It was suggested that 4-H staff, with the assistance of Tammy Oswick, source alternate venues for 2020, 2021 and 2022. MOTION: Moved and seconded that 4-H Ontario staff look into moving CAM to another location for 2020, 2021 & 2022. 13. Board Education Plan Tammy Oswick provided an informal presentation to the Board Directors earlier on the topic of Youth Trends. 14. Strategic Plan The AR Session and Conversation Café will be utilized to start the conversation on the strategic plan, and then a strategic planning task force will be struck with Debra Brown and Dennis Carnegie to lead. 15. President s Report Brad Found thanked Council for the flowers sent on his daughter s birth. Brad attended the Rural Ontario Summit last month in Newcastle. The Outstanding Rural Leaders awards were also handed out that day. Brad has enjoyed his time as President this past year. 16. Staff Report Debra Brown handed out a staff organizational chart.
Page 7 Doris Curran, HR Manager is retiring March 15 and 4-H Ontario will be hiring a new HR person. Lisa de Kleer is back from parental leave and Ryan Metivier will be returning to his role of Coordinator Communications (Ryan was filling in as Communications Manager). Chelsea Pope who has been working in Communications will be finishing her contract this month. Andy McTaggart who was covering for Marianne Fallis maternity leave is leaving 4-H Ontario this month. Evelyn Chambers will step in to help out during the transition to support the Programming Team. Sara Harper will now be working with the Programming Team. After careful review and consideration over many years, it was decided that 4-H Ontario will not have a booth at the Canada s Outdoor Farm Show, International Plowing Match or Royal Agricultural Winter Fair. Instead, staff will be at all the shows spending their time with the 4-H er s. No to booth yes to youth! Council discussed 4-H at shows, social media and ways to engage youth at the shows. 16.1 Volunteer Screening Requirements Distributed prior to meeting. 16.2 Operating Plan The 4-H Ontario Operating Plan 2018 was distributed, and the four strategic directions, objectives and goals were reviewed. MOTION: Moved and seconded to approve the 4-H Ontario Operating Plan 2018 with the minor changes noted. Dave McNichols had to leave the meeting. Brad Found thanked Dave McNichols for all his work on the Ontario 4-H Council Board of Directors. 17. Foundation Brian Little, Chair provided Foundation Report included with meeting package. 18. 4-H Canada 18.1 4-H LEARNS 4-H Ontario projects have not been uploaded. Staff are in discussion with 4-H Canada. 18.2 National Leadership Summit Cheryl Sullivan and Debra Brown, along with other 4-H staff attended the National Leadership Summit in Ottawa last month (report from Summit included with meeting package). Debra met with Provincial Supervisors and chatted about their alumni plan. 4-H Ontario plans to move ahead with our alumni plan, with the hopes of working in collaboration with 4-H Canada. Leadership Excellence Awards of Distinction two Ontario award winners Evan Krebs, Huron and Sadie- Jane Hickson, Kawartha-Lakes Haliburton. 18.3 4-H Canada Youth Advisory Committee Report Maggie Kyle, April-Jean Hickson and Logan Emiry joined the meeting. Maggie gave a presentation and report on her experience as YAC representative. Maggie, April-Jean and Logan left the meeting after the presentation. 18.4 Governance The 4-H Canada AGM will be held virtually on July 11, 2018.
Page 8 MOTION: Moved and seconded to appoint Dennis Carnegie as 4-H Ontario voting delegate at the 4-H Canada Annual General Meeting. 19. Grievance nothing to report 20. 4-H Forever Fundraising Plan Debra Brown shared highlights of the 4-H Forever Fundraising Plan, distributed with meeting package. 21. Regional Board Task Force Committee has not met since the last council meeting, however a meeting has been scheduled for April 5. 22. Association Representative Teleconference The AR teleconference was held March 8, with great discussion and feedback from AR s on barriers to becoming Council Directors. 23. Board Director Liaison Feedback Nothing to report from last meeting. Dennis Carnegie and Brad Found will work on correspondence to send to AR s. 24. Board Correspondence Invitation to Positive Youth Development Workshops put on by Parks & Recreation Ontario if interested please speak to Debra Brown. 25. Review of Action Items Recorder/Presenter Cheryl Sullivan reviewed the action items arising from the meeting. 26. Setting of Agenda Items for Ontario 4-H Council BOD Meeting President noted that the Action Items will become agenda items for next meeting. 27. Date and Time of Next Meeting The next Ontario 4-H Council is Friday June 15 th and Saturday June 16 th, 2018. 28. Adjournment Thank you to the Directors for their time and commitment to 4-H. MOTION: Moved to adjourn the meeting. Original Minutes signed and kept in the 4-H Ontario office in Rockwood. Ontario 4-H Council, President Secretary