Not Approved (05Nov02 draft) CSIRP BoD Meeting 24 October 2002 MINUTES of the CANADIAN SOCIETY FOR INDEPENDENT RADIO PRODUCTION BOARD OF DIRECTORS MEETING held by telephone and convened from 640 Reid Street, Peterborough, Ontario on 24 October 2002, at the hour of 8:00 p.m. P R E S E N T: Hal Doran, Janna Graham, Douglas Samuel, Dominique Soutif and Heather Majaury. R E G R E T S: Barry Rueger and Steve Wadhams Also Present: John K. Muir, a CSIRP Member. Notice of this meeting having been made to all Directors, and a majority of the Board being present in person or by telephone, the meeting was declared duly constituted and called to order at 8:10 p.m., with John Muir acting as Chair, and Janna Graham acting as Secretary. 1) Status of this Meeting's Chair It was noted and agreed that John Muir would chair this particular meeting, but not being a Director would not vote on any matter arising during this meeting. 2) Approval of Agenda An agenda was agreed upon and discussion followed. (see attached) 3) Minutes of 10 October 2002 It was noted that the Treasurer's last name was misspelled as Samuels, and should be spelt Samuel. It was further noted that the reference to deposit insurance referred to the Society's account with ING. UPON A MOTION duly made, seconded and carried, the minutes of the previous Board Meeting, held on 10 October 2002 were approved as amended. 4. Acceptance of Resignation of Current Chair and President. Hal Doran spoke to an email letter he had written and circulated to the individual Directors on 11 October 2002, just following the previous meeting of the Board. In it Mr. Doran expressed his desire to resign as Chair of the Board and President of the Society, however, he would remain on the Board until a replacement can be found. Discussion followed. Apologies were offered and accepted all around as to any misunderstandings or vociferous words spoken in the heat of debate. Words were spoken to the effect that that Mr. Doran had done an excellent job - not the least of which has been to pull together the Society's organizational responsibilities and guiding the Society through its first Annual General Meeting. UPON A MOTION duly made, seconded and carried unanimously, be it resolved that the resignation of Hal Doran the Society's Chair and President be accepted with deep regret. It was noted that before this Meeting adjourned, the Board was required by the Society's by-laws to appoint a Chair and President to succeed Mr. Doran. 5. Treasurer's Report The Treasurer, Doug Samuel reported that neither a draft budget or nor financial statements have been prepared. Financial statements will be presented at the next Board Meeting scheduled for December 2002. It was noted that the Treasurer's time has been otherwise preoccupied during the last weeks. 6. Financial Policy The Treasurer reminded the Board that he had presented a draft financial policy which had been circulated to the Board at the previous Meeting and that he would like a policy in place as soon as possible. Questions and discussion followed. UPON A MOTION duly made, seconded and carried, it was resolved that the Treasurer is authorized to implement the draft financial procedures as presented at this CSIRP Board meeting of 10 October 2002, until a final policy is approved, and it was further resolved that the President and Treasurer are authorized to negotiate all contracts of the Corporation and to report back to the Board on these matters at the next Meeting. UPON A MOTION duly made, seconded and carried, it was resolved that the Treasurer shall Chair a Committee comprising the Treasurer, the President and John Muir to review draft financial procedures for the Board's consideration. It was noted that these proposals shall be circulated to individual Directors on or before 18 November 2002, and that responses from the Directors, if any, shall be returned to the Committee on or before 25 November 2002 to instruct the Committee's final recommendations for the next Board meeting, scheduled for December 2002. It could be noted that the general intent is to create a more enduring set of procedures which are convenient and provide the Society's Board with both the necessary information and control to exercise its fiduciary responsibilities. 7) Conflict of Interest Policy It was noted that a conflict of interest by-law had been proposed and discussed but left on the table at a Meeting held February 2002. To wit; "Any CSIRP member who receives more $5000.00 Canadian from the Society (not including Board honoraria or any sums authorized by the Board to reimburse legitimate expenses incurred during Society activities) in a calendar year shall be excluded from consideration for election at the next annual general meeting of the Society to any position as a voting member of the Board of Directors." Re: By-law 4.01 - (First proposed Feb 2002): In addition, the Treasurer has also recently circulated by e-mail another proposal for a conflict of interest policy. To wit; "No Board member, who, in a CSIRP fiscal year, receives or is contracted to receive, either as payments to an individual or to any financial enterprise from which that individual derives financial benefit (sole proprietorship, partnership, limited corporation etc.), for either services or goods provided, an amount in excess of ten per cent of the total CSIRP budget for that fiscal year, shall be permitted to stand for re-election to the CSIRP board at the next Annual General Meeting. As well, as soon as the Treasurer notifies a Board member of this status, they must absent themselves from any Board decisions regarding any payments or contracts which they have with CSIRP." Proposed by Doug Samuel, Treasurer (October 2001) Discussion followed, and it was determined neither proposals could be accepted at this Meeting UPON A MOTION duly made, seconded and carried, it was resolved that Heather Majaury will chair a Committee comprising Heather Majaury and Janna Graham (another?) to review and prepare a conflict of interest policy proposal for the Board's consideration. It was noted that these proposals shall be circulated to individual Directors on or before 18 November 2002, and that responses from the Directors, if any, shall be returned to the Committee on or before the 25 November 2002 to instruct the Committee's final recommendations for the next Board meeting, scheduled for December 2002. 8) Contracts Policy A decision about a more permanent policy will be deferred until the next Board meeting. Following a request, it was decided that the Board provide some official guidance to those negotiating contacts on behalf of the Society. During this discussion the Board convened itself into a committee of the whole where the various merits of various models were debated, after which the Director's were reconvened into the formal Board. UPON A MOTION duly made, seconded and carried, it was resolved that the Society shall use the existing "contract template" prepared by Hal Doran in the summer of 2002, which had been reviewed and approved by a lawyer at Mr. Doran's initiative, distributed to the Board prior to the meeting of Wednesday 10 July 2002 and approved in principle at that meeting; and the Trent Radio Letter of Agreement, (previously presented to the Board) as the models to instruct and guide the President and Treasurer in negotiating future contracts, until a permanent contract policy is in place. 9) Current Contracts It was noted that the Treasurer and President have been empowered to negotiate contracts for CSIRP using the existing models as guidelines. UPON A MOTION duly made, seconded and carried, it was resolved that Victoria Fenner will be acknowledged as the founder of the Society's "Radiant Dissonance" project. 10) Governance Review It was noted that two suggestions had been put forward and are cited in the agenda of this Meeting as items 10a & 10b. Discussion followed. UPON A MOTION duly made, seconded and carried, it was resolved that John Muir shall chair a Governance Review Committee, comprising CSIRP members John Muir, Audrey Churgin and Doug Ward. And be it further resolved that, the Governance Review Committee will canvas widely for input from Board members and from all those who have been involved with CSIRP in the past and present, including the General Manager, members and others involved in the organization. It was noted that; the Committee is be included in making comments, if any, on CSIRP financial procedures and conflict of interest policies which are to be circulated to individual Directors, on or before 18 November 2002, and that responses from this Committee along with those from the individual Directors, shall be returned to the Committee on or before the 25 November 2002 to instruct these Committees' final recommendations for the next Board meeting, now scheduled for 11 December 2002. It was further noted that, in addition, the Governance Review Committee will review and make proposals on other governance matters, and that these proposals shall be circulated to individual Directors and others on or before 20 January 2003, and that responses from the Directors and others, if any, shall be returned to the Committee on or before 27 January 2003 to instruct the Committee's final recommendations for the Board meeting, scheduled for 03 February 2003. 10c) Development of CSIRP mission statement was deferred. 11a) Potential Board Members The need for a Nominating Committee Chair was discussed. Upon a motion duly made, seconded, and carried, be it resolved that Dominique Soutif be appointed Chair of the Nominating Committee. It was noted at this time that a Membership Committee needs to be formed. 11b) It was agreed that there was no need to discuss the possible resignation or succession of the General Manager at this time. 11c) It was agreed that there was no need to discuss the procedure to windup the Society at this time. 12) Reports to Board by non-Board Members It was agreed that the Governance Review Committee will be dealing with this issue. 13) Grants 13a) Canada Council Administrative Grant Hal Doran reported that confirmation has been received by Canada Council. 13b) Heritage Canada Sustainablity Grant It was reported that Victoria Fenner and Barry Rueger prepared the final proposal and Heritage Canada has received it. 13c) Canada Council Media Dissemination Grant Discussion followed as to whether promoting the "Radiant Dissonance 2" project at the NFCB conference in San Francisco was the best way to promote and distribute the project in United States. UPON A MOTION duly made, seconded and carried, it was resolved that Hal Doran will prepare and submit a grant to Canada Council Media Dissemination Section to proposing promotion of "Radiant Dissonance 2" by way of production of CD's to be sent to radio stations and others in the US, with some provision to follow up labour after distribution. 14) Other Business Confirmation of Officers of Corporation UPON A MOTION duly made, seconded and carried, it was resolved that the Officers of the Society are confirmed in their appointments such that Douglas Samuel serves as Treasurer; Barry Rueger serves as Vice-Chair and Vice- President; Janna Graham serves as Secretary; and Victoria Fenner serves as General Manager, until the next Annual General Meeting. It was noted that while someone may be an Officer of the Society, neither the law under which the Society was incorporated (Part II of the Canada Corporations Act) nor the Society's own by-laws provide for a situation or a position whereby someone may be a "non-voting Board Member". Election of President and Chair It was noted according to law and the Society's by-laws, there shall be a President of the Society and a Chair of Board the Board. At this time those present were canvassed as to their willingess to serve. UPON A MOTION duly made, seconded and carried, be it resolved that the Board very regretfully accept the resignation of Hal Doran from the Board, and that John Muir be appointed to the Board, until the next Annual General Meeting. And be it further resolved that the Board hereby appoints John Muir as President and Chair of the Society. It was noted that Hal Doran has agreed to help and support the President and the work of the Society from his base in Ottawa. It was noted that now that John Muir had been appointed as President, he might be in real or apparent conflict of interest in regards to final "AudioSoup" contract negotiations between the Society and Trent Radio, according to the resolution passed under Item 8 of this Meeting's agenda and his role a General Manager of Trent Radio. UPON A MOTION duly made, seconded and carried, be it resolved that the Board appoint Heather Majaury and the Treasurer negotiate the "AudioSoup" contract with Trent Radio and report back to the Board at the next Meeting. Next Meeting Wednesday, December 11, 2002 at 8:00EST by telephone. The Board thanked Hal Doran for all his work for CSIRP and for providing the organization with vision and direction as President and Chair. Thanks was extended to all for making this a very productive Meeting At approximately 11:45 p.m. EDT the meeting adjourned. [end]