Minutes for Meeting of March 21, 2006

Whitaker Room, The Haven Resort & Institute

 

Attending: 

Board:  Bill Chalmers, Paul Robillard, Rick Jackson, Mark Gunderson (by phone), Connie Munro (by phone), Suromitra Sanatani (by phone)

Ex-Officio Members:  Randy Wong

Friends of Haven:  Ron Adkins

Management: Ernie McNally (by phone), Cathy McNally

Apologies: Linda Nicholls, David Raithby, Paul Robillard, Bryan Croeni, Ron Adkins, Tom Lesosky, Laurie Kelley, Gerry Owen, Dick Sass

 

Call to Order at 7:35pm by BC.

 

1)      Welcome New Chair

 

a)      MG welcomed BC as the new Board Chair.

 

2)      Securities Transfer

 

a)      BD opened the floor for questions and points of clarification on the previously distributed “Securities Transfers through the Haven Foundation – Lessons Learned and Recommendations” by Rick Jackson, March 17, 2006.

i)        SS was appreciative of the thorough job, and interested in what the next steps will be.

ii)       PR advised that he had tendered his resignation from Chair of the Audit & Finance Committee shortly after this issue arose on March 2, 2006.  He noted that at that time BC did not accept the request.

iii)     BC noted that this was an honourable offer on PR’s part, and that he had wanted to wait until a review of the situation had been conducted.  He now believes that there is no need for PR’s resignation.

iv)      PR advised that he is recognizing his degree of suitability for the position depends on the new policy.  He realizes that he does not want a “hands-on” job.

v)      RA inquired as to what the actual issue is.

vi)     RJ responded that:

(1)   The existing policy was not followed;

(2)   There was a financial loss due to the manner in which the stock was transferred; and

(3)   There has been a losss of faith with a major donor.

vii)   RA asked if this pertains to GMAC.

viii)  RJ responded that was a situation that occurred last year, and that although there was a loss of confidence by the donor at the time, in the final analysis we did not loose money.  He added that it was in response to this situation that the Investment Policy was drafted in March 2005, and adopted at the April 3, 2005 Board Meeting.

ix)     RA noted that if we are only talking about short-term money being addressed, he is okay, however her believes this is short-sighted.

x)      RJ advised that he had spoken with Linda Nicholls by phone and that she wonders if TD Waterhouse is an appropriate broker;  she wonders if our former broker (Mr. Evans), who works with TD Waterhouse, may be negative towards The Haven and that this maybe effecting their service for us.

xi)     SS inquired as to who the “Investment Officer” is.

xii)   RJ responded that this is The Haven’s bookkeeper, Lorena Lavers.

 

b)      BC opened the floor for discussion about the Report Recommendations.

i)        MG inquired as to who the “Development Officer” is, referenced in #2.

ii)       RJ responded that this will be Gill Robillard (GR).  She currently handles fundraising in a contract position.

iii)     RA inquired if there is a need for a donor to pay income tax if there is a capital gain.  RJ advised that there is not.

iv)     RA inquired if there is actually any advantage for donors to transfer securities, and RJ advised that there is.  EMc provided additional detail on this point.

v)      CM wondered if there is any back-up in place to help GR with the donor tracking mechanism.

vi)     CMc responded that there is.  She went on to note that GR will ensure everyone knows that a donation is incoming, and that several people will be earmarked to track it if GR is absent.

vii)   SS supports #5, and notes that this wouldn’t be everything

viii)  BC and RJ agreed with SS on this.

ix)     RA noted that he has investment expertise, having just retired after 18 years as an investment advisor.

x)      RJ noted that we need Foundation expertise as well as investment and audit/finance knowledge, so he wants a CA.

xi)     BC noted that there was an initial thrust to see how the $7000 loss could be recovered, and legal advice was obtained.  The conclusion is that this type of “slide” can occur in the first day, and that this in itself does not reflect incompetence.

xii)   BC noted that he would like RJ to manage the implementation of the report recommendations, and to specify a date in #11.  RJ responded here that the date would be that of the fall Board Meeting (September 22, 2006).

xiii)  BC suggests that RJ craft a letter within the next week, outlining to our major donor the steps the Board is taking to address investment management, and how overall we plan to move forward.

xiv) RJ requested that the Board support his desire to bring a CA on board.  CA noted that she could approach Don Jewell to see if he has suggestions.

 

Moved by RJ, and

Seconded by CM,

 

“That the ‘Securities Transfers Through The Haven Foundation –

Lessons Learned and Recommendations’ be adopted.”

 

Motion Carried unanimously.

 

xv)   SS wondered if there is the need to do more to repair the relationship with the major donor.

xvi) BC stated that he thinks this has been covered through the course of several communications with several people who have spoken with them.  CMc agrees that this is being addressed.

xvii)            MG thinks that there is no reason to hang on to stocks, and that the Board should make up the loss; he thinks that risk assessment needs to be more closely addressed, and that there are some potential difficulties in areas such as contracts and signing.

xviii)          RA wondered if MG was talking about covering future potential losses as well and MG responded no, just the past.

xix) RA suggested that this type of move could set a precedent and SS agreed that it might.  She added that it is important to proceed with the audit as soon as possible, and get mentoring from another agency.

 

Meeting adjourned at 8:10pm.

 

Action Items:

1)      RJ to manage implementation of Report Recommendations.

2)      RJ to draft a letter to the major donor outlining how the Board is responding to this situation.

3)      All Directors and others to try to identify a CA who could be suitable for the Board.

4)      CA to contact Don Jewell for suggestions about a CA for the Board.

 

 

Minutes recorded by:            Carole Ames

Minutes adopted:                   May 26, 2006