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Content —» AGM/EGM Minutes —» 9) November 14, 2009 AGM Minutes
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9) November 14, 2009 AGM Minutes

ANNUAL GENERAL MEETING AGENDA
Saturday, November 14, 2009

Present: Henry Kamstra, Irene Pickell, Dustanne Contant, Brain LaChapelle, Maude Stephany, Jeff Muirhead, Kathy Muirhead, Darlene Reid, Jeff Curnew, William Webb, Diane Ruggle, Paul Stephany, Tom Fryer, Doug Soon, Jason Grafstrom, Miranda Cowan, Robert Hawkings, Val Whittington, Laurie Bullivant, Kathy Costello, Sharon Cross, Chris Edley, Claire Belzer, Randy Loewen, Mary Loewen, Christi Dubois, Laara Egan, Miles Schmidt, Patti Dyson, Andrew Toms, Glenn Whittington, Kelly Nicks, Ginger Houser, Ted Nash, Kelly Contant, Brandon Bell, Anita Bell, Gloria Hendrickson, Kristina Wheeler, John Leavitt, Nina Bianco, Marg Duin, Stuart Meindersma, Laurie Fox.

Proxies: Kevin Pickell, Ted Newhouse, H. Hughson, Tom Furlotte, Lorraine Dauray, Dale Loubert, Jim Galbraith, Julie Read, Nancy Sarginson, Glen Duckmanton, Edward Bergen, Bradley Hedd, Mark Byrne, Paul Laviolette, Richard De Merchant, Mark Dayton, Ed Dunham, Gordon Parker, Julie Bearpark, Teresa Jenson, Dustin Creviston, Carol Breakwell, Ed Breakwell, Chris Yuill, Craig Morrison, Kathryn Saniuk, Chris Baker, Bob Bunting, Cathy Lewis, Helen Edley, Karen Schmidt, Richard Cail, Joy Cail, Gary Schlesinger, Dave Whittington, Jacqueline Steen, Steve Clayton, Robyn Byrne, Jeff Kilgour, Doub Webb, Cara Webb, Sarah Neil, Heather Furlotte, Malcomb Campbell, Margaret Campbell, Kathleen Joyce, Vern Olson, Nick Nero, Peter Schmidt, Darren Dofher, Laurie Freeman.

1. Call to order –Chris Edley called the meeting to order at 1:25 PM

2. Adoption of the Agenda (moved by Chris E, second Val W.) Passed

3. Minutes of the Annual General Meeting: (moved by Irene P, second Stu M) Passed

4. President’s Report (Chris E. gave the report)

State of the BCGA: As of a couple of days ago, the BCGA had 507 registered members and was recording, on our website, that there are 13072 geocaches hidden in BC (about 3500 placed in the last 12 months). There are approximately 6874 active geocachers. Geocaching in BC has been growing pretty steadily this year, as it has in previous years. The provincial government has been on board with GeoTrek (or Project BlueSky), and Federal and municipal governments have contributed to geocaching in BC through a variety of community-led tourism initiatives for example, Shuswap Geoquest and Gold Country Geo-tourism.

Next year also looks like it will have some interesting activities coming. Geowoodstock is the big story… taking place just outside of Seattle, this will be the first time a Mega event has been so close to home for British Columbians. Expected attendance is in the order of 5000 to 8000 people. It will be many people’s first opportunity to attend a Mega event, but there is early talk in the wind of a Mega event, in BC either late next summer or possibly the summer of 2011.

From an organizational point of view, we had an interesting and challenging year. We started the year with a board of nine, had one very quick resignation (Rory Brown) due to time issues and other commitments. We appointed Jeff Muirhead to the board in his place. After that we had three more resignations… Kris Wheeler, Albert Abrahamson, and Shannon Field. We are finishing up the year as a board of six.

What we did this year:

1. 2009 Cache Blitz
Following with tradition, this year we held another cache Blitz, encouraging folks to get out and hide and find caches. As in the previous year, our focus was on quality caches... Prize categories were added for night caches and environmental awareness. Unlike previous years, we held a series of Cache Blitz launch events across the province. These events were fairly low-key events, some were CITO,s others were simple meet ‘n greets, but they all had someone speak-up about the blitz, explain what is was, answer questions and hand out info forms to those who wanted one. This was a great way to get the word out to a huge number of people that may not have otherwise seen the blitz on the website. We had a total of 282 caches hidden for the Blitz! The wrap up events were well attended, with 123 signed up caching groups at the events.

2. Geocaching 101 events 7
In the beginning of the year we held seven geocaching 101 events spread across the province with 192 caching teams logging attendance. They were very well received with lots of questions and answers shared. In my opinion, these events are a valuable contribution to the BC Geocaching community and should continue.

3. Photo Contest
We held a photo contest early in the new year It was a success, lots of participants and positive feedback from everyone who participated.

4. Project BlueSky
The big task of the year was The BC Parks / BCGA / Project Bluesky partnership initiative called GeoTrek by BC Parks. This initiative saw the placement of 100 geocaches by volunteers through BC. 95 caches were placed in BC and 5 international as part of this initiative. It was fully funded by Project BlueSky, which is an initiative of the Canadian Olympic athletes and “Masters of Digital Media” which is a program put together by UBC, SFU, Emily Carr, and BCIT. The funds were provided by Project BlueSky and administered by BC Parks. The BCGA purchased geocaches, cache contents, and organized the hiding of the caches under an agreement with BC Parks. In exchange for managing the project, the BCGA will receive $20,000. The project costs were just over $10,000. We have received the first of two $10,000 payments and the second one will be coming after BC Parks is in receipt final summary and invoice, Which will be submitted after the last cache is hidden (only one left). The remaining funds are totally unencumbered. It is the understanding of BC Parks however that the remaining funds are for activities that follow in the spirit of Project Bluesky, that is environmental awareness, partnership.

This project put the board through a number of management challenges, but in the end, after a project release by the Minister of Environment, 100 caches were being sought and people were enjoying an initiative that included geocoins and other cool swag, an I-pod give-away for youth and a carbon-footprint-reduction theme.

5. 2009 BCGA geocoin As with the previous two years, the BCGA has commissioned another Geocoin. We had a geocoin committee that consisted of Val, Brian and Andrew that organized the whole process. They came up with a great design, and the final product is a wonderful geocoin.

Future Tasks:
There is still work to do on a few fronts, and I’d like to formally bring them up as part of my turn-over to the next board.

1. Our by-laws are in desperate need of overhaul. It was quite evident from the on-line discussions, that there is confusion about process for elections and meetings, as well as other matters. There is no mention for example about how nominations should work, which leaves it up to each years board to decide how they want to handle nominations. I recommend a full by-law review.

2. Mega events. As the number of geocachers in western North America grows, there is increased interest in Mega events… something the region has not seen yet. Geowoodstock VIII is on July 4th weekend and it would be very beneficial to the BCGA to play some role at GW. It may be a good idea for Geotourism organizers to have a formal presence there. The BCGA should take a proactive role in maximizing the benefit to geocaching in BC, through the influx of multiple thousands of cachers just south of the border. There is also a leadership role to play for the BCGA in supporting an appropriate Mega event with appropriate timing. There is a community committee looking at organizing one right now and it would be a shame for a number of competing groups trying to do the same thing. If the BCGA can get behind and assist with one well planned event, it could dbe a very good thing. It does not have to be the BCGA’s event, but support from the BCGA for the right event will make a big difference.

Thank you notes:
I’d like to conclude with some thank you mentions to people who have gone above and beyond in offering their contributions to the BCGA this year. These are in no particular order, so please pay no attention to that.

a) Irene Pickell. When Shannon (our treasurer) resigned this fall, Irene came forth and volunteered to get the books in order and even to present them today at the AGM. She has done a great job of this and has saved a ton of headache…
b) Debi Adams, Rod Smith, and the other people who organized the hiders for the BlueSky initiative.
c) Nina Bianco, who played a significant role in assembling the BlueSky geocaches and shipping them all out to the hiders. Nina is also helping us today to help sell BCGA geocoins. If you would like one, please see her after the meeting has been adjourned.
d) The people who hid the BlueSky geocaches… and have volunteered to maintain them. Thank you.
e) Our board members who were with us for a part of the term, but were unable to see it through to the end for one reason or anther. Rory, Kris, Albert, and Shannon… your contributions were not insignificant. Thank you.
f) The folks who have hosted BCGA events this year. Regional leadership and support is essential. I think it is critical that the BCGA represent people from all across BC, so thank you to everyone that has helped out on our behalf in communities everywhere.
g) We have someone in our midst that has contributed in a huge way the BCGA. Almost a daily contribution for longer than many of you have even been geocaching. The behind-the-scenes effort required to maintain a website that receives well over 10,000 visits a month is not insignificant. Henry’s input on web related issues has been very substantial. He has written all kinds of back-end software that many people don’t even know exists, which allow us to operate an on-line organization like this. Henry deserves one of the biggest thank you’s ever for his on-going support for the BCGA.
h) Our current board, Val, Doug, Andrew, Brian, and Jeff. We’ve been through some tough times, but I’d like to thank each of you for sticking it out to the end, for keeping me in-line and also for supporting me and for being part of the team. If you consider the challenges we’re had, and then look at the list of things we’ve accomplished, its pretty amazing really… I think you guys have every reason to be proud.
i) Finally, my disclaimer… I know that I’ve missed someone (or more) thank you to everyone that has contributes ** Special Note: The BCGA is still waiting for the 100th cache to be placed. This is the last cache and would have been placed except for a delay due to a problem with Bluesky’s request for a cache in Robson Square, in downtown Vancouver. BC Parks has knowledge that this problem was not caused by the BCGA and it will not affect the final payment for the project. The final cache does need to be place prior to the final payment. The project summary and invoice will be submitted as soon as the final cache is placed**

5. Treasurer’s Report (Irene gave the report)
There was $1400 income from coin sales in 2009. As well there was $1200 in donations.

The BCGA has received the first of two cheques ($10,000 each) from the Province of British Columbia (BC Parks) for project Bluesky. The Bluesky project cost $10,400. Expenses not on financial statements ~$750 for AGM

Question: The BCGA website sponsor ads, where is this money shown?

Answer: One hundred dollars worth of prizes and swag were given by each sponsor. These are used as door prizes or contest prizes and do not show as revenue.

Motion: To approve the financial report as presented (Kelly C. second Henry K.) Motion was passed.

6. SPECIAL RESOLUTION - Bylaw Changes

Point of order: That each section should be reviewed and discussed.

CURRENT:
15

Special business is

(a) all business at an extraordinary general meeting except the adoption of rules of order, and

(b) all business conducted at an annual general meeting, except the following:

(i) the adoption of rules of order;

(ii) the consideration of the financial statements;

(iii) the report of the directors;

(iv) the report of the auditor, if any;

(v) the election of directors;

(vi) the appointment of the auditor, if required;

(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.

PROPOSED:
15

Special business is

(a) all business at an extraordinary general meeting except the adoption of rules of order, and

(b) all business conducted at an annual general meeting, except the following:

(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors, if not carried out by electronic means;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.

Discussed. No Changes were made

CURRENT:
22

(1) A member in good standing present at a meeting of members is entitled to one vote.

(2) Voting is by show of hands or by proxy.

(3) Proxy votes must be submitted in writing.

PROPOSED:
22

(1) A member in good standing is entitled to one vote.

(2) Voting of incoming directors shall be by an electronic means, managed in a manner deemed appropriate by the directors. The voting process shall be observed by a member who is not running for a director position to ensure integrity of the voting process.

(3) Voting for special resolutions shall be by electronic means, managed in a manner deemed appropriate by the directors. The voting shall be observed by a member who is not a director to ensure integrity of the voting process.

(4) All other voting may be conducted at a general meeting by either a show of hands, or a secret ballot, or by electronic means as deemed appropriate by the members present at the meeting.

Discussed. There was an amendment introduced for section 22. The amendment was discussed and presented at the end of the bylaws discussions.

CURRENT:
26

(1) The directors must retire from office at each annual general meeting when their successors are elected.

(2) Separate elections must be held for each office to be filled.

(3) An election may be by acclamation; otherwise it must be by ballot.

(4) If a successor is not elected, the person previously elected or appointed continues to hold office.

PROPOSED:
26

(1) Electronic voting of incoming directors must take place no less than 7 days, and no more than 14 days, prior to an annual general meeting. The results of the election shall be announced no less than 24 hours prior to the annual general meeting.

(2) The directors must retire from office after delivery of the director’s reports at an annual general meeting. The incoming president will then introduce the incoming executive and chair the remainder of the meeting.

(3) Separate elections must be held for each office to be filled.

(4) An election may be by acclamation.

(5) If a successor is not elected, the person previously elected or appointed continues to hold office.

Discussion followed. There were a number of opinions voiced from the floor on wording and intent of the changes. The membership present agreed to the rewording of section 26 as follows:

PROPOSED:
26

(1) Electronic voting of incoming directors must take place no less than 7 days, and no more than 14 days, prior to an annual general meeting. The results of the election shall be announced at the annual general meeting.

(2) The directors must retire from office after delivery of the director’s reports at an annual general meeting. The incoming president will then introduce the incoming executive and chair the remainder of the meeting.

(3) Each office to be filled by ballot, electronic means or acclamation.

(4) If a successor is not elected, the person previously elected or appointed continues to hold office. ----------------------------

CURRENT:
27

(1) The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.

With the addition of the following:

(2) A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for election at the meeting.

Discussed. The only change was the removal of re- before election.

Proposed amendment to the proposed change for 22 (2) and 22 (3)

(2) Election of incoming directors shall be by electronic or paper ballot managed in a manner deemed appropriate by the executive. The election process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process.

(2) Voting for special resolutions shall be by electronic or paper ballot managed in a manner deemed appropriate by the executive. The voting process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process.

After a brief discussion it was agreed to replace the word “executive” with director in both 2 and 3. The second number 2 was a typo and corrected with number 3.

Proposed amendment to the proposed change for 22 (2) and 22 (3)

(2) Election of incoming directors shall be by electronic or paper ballot managed in a manner deemed appropriate by the director. The election process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process.

(3) Voting for special resolutions shall be by electronic or paper ballot managed in a manner deemed appropriate by the director. The voting process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process.

Motion: To accept the corrected amendments to the special resolution. (Chris E., second Maude S) Passed by majority with 4 votes opposed.

Motion: To accept the special resolution with the amendment and changes as agreed to by the membership present. (Tom F, second Ginger H) Passed by majority with 4 votes opposed.

A five minute break was called.

7. Photo Contest

A random draw of three winners was done.

1st Place Hollyburn
2nd Place IRLPGUY
3rd Place Stampcoin

8. Executive Elections

Number of Directors for 2010
The current executive recommended 7 members of the Board of Directors.

Motion: To have a board of 7 directors for 2010. (Miles, second Laurie) Passed

Executive Elections (run by Chris E, Val W)
There were 43 members present and 55 proxies. The total of eligible votes would be 98. Chris reviewed the voting procedures that would be used.

** Please note that Chris Edley did contact the Registor of Societies for input on this procedure**

A Nominations for directors were

Kelly Contant (accepted)
Andrew Toms (accepted)
Dustanne Contant (accepted)
Stuart Meindersma (accepted)
Irene Pickell (accepted)
Ted Nash (accepted)
Ryan Woodward (accepted)
Sharon Cross (accepted)
Ginger Houser (accepted)
Tom Furlotte (accepted)
Paul Stephany (accepted)

B The following members ran for a position with the winner elected by majority votes in bold;

President: Stu Meindersma; Kelly Contant

Vice President: Kelly Contant; Ted Nash; Paul Stephany

Treasurer: Irene Pickell (acclamation)

Secretary: Dustanne Contant; Sharon Cross

Voting was taken to fill the three Director at large positions. The following received the majority votes; Kelly Contant, Ginger Houser, Tom Furlotte

C. Signing Officers for the BCGA will be Irene Pickell, Stuart Meindersma, and Sharon Cross.

9. Message from the new Executive

Kelly Contant thanked the outgoing executive for their hard work. Henry will continue to work with the directors on the BCGA website.

10. Other Business;

(a) Conflict of interest policy

BC Geocaching Association (BCGA)
Conflict of Interest Policy – V1.1
Date: October 2, 2009

Introduction
1.1 All BCGA volunteers, including the Board of Directors, shall avoid situations of Conflict of Interest in order to maintain the integrity of the BCGA; if a conflict of Interest is found or disclosed, then management of the problem will be governed by approved policies and procedures.

Definition

2.1 “Conflict” means a situation exists when a volunteer or an employee has a direct or indirect affiliation with a supplier of goods or services. The affiliation could provide a situation, real or perceived, where:

· A pecuniary interest is involved,
· Preferential treatment is given,
· There is interference with assigned work duties, or
· Advantage may be gained by virtue of position Policy

3.1 All employees and any volunteer shall be prohibited from receiving any financial benefit from the Society, directly or indirectly, except through employment contracts and such benefits as may be approved under this policy.

3.2 No volunteer or employee should gain unfair advantage by virtue of his/her position with the Society.

3.3 Volunteers and employees should not accept any gift or service which could be viewed as a payment for services rendered through his/her work with the Society, except for employment contracts. A volunteer or employee may accept any gift which represents the normal exchange of gifts between friends; the normal exchange of hospitality between persons doing business; or tokens exchanged as part of protocol.

3.4 Members of the Board of Directors are required to disclose any business or commercial interest with the Society. Disclosure will be made to the President and/or Vice President. The President, or in his absence, the Vice President will then determine if a conflict exists and take the necessary steps to enforce the terms of this policy.

3.5 The President is required to disclose any business or commercial interests relating to the Society. Disclosure shall be made to the Vice President who shall review the disclosure and determine whether a conflict exists and take the necessary steps to enforce this policy.

3.6 The Vice President is required to disclose any business or commercial interests relating to the Society. Disclosure shall be made to the President who shall review the disclosure and determine whether a conflict exists and take the necessary steps to enforce this policy. Management of Conflict of Interest Situation

4.1 Any volunteer who has disclosed a conflict of interest shall refrain from voting on the Board of Directors or on the Executive Committee on any decision relating to the interest disclosed. He/she shall excuse himself/herself from the decision-making process, and shall refrain from engaging in any discussions (verbal, written, or electronic) with those making decisions on the matter, and shall otherwise avoid involvement in that particular matter.

4.2 If the conflict arises with respect to the President, the Vice President will review the disclosure and take steps to manage the conflict by requesting the President to:
· Refrain from the decision-making process;
· Provide periodic verbal or written disclosure of any interest;
· Avoid involvement in the matter whereby the conflict arises; or
· Refrain from engaging in any discussion of matters in issue.

4.5 Notwithstanding any disclosure provided if the President, the Vice President, or a Board member shall determine that any conflict disclosed to them for consideration and determination is of such magnitude that the Society is brought into disrepute, any such tender, contract or commercial undertaking may be disqualified, and /or rejected.

Consequences
5.1 If a conflict of interest is not disclosed by a volunteer, Board member, or President (depending on whose responsibility it was to consider disclosure), shall determine after due process that disclosure should have occurred, any volunteer, Board member or President, who had breached this Policy may be suspended from the Committee, Board of Directors, Executive Committee or any other office with which he/she is a volunteer. If the breach involves an employee, such employee shall be subject to disciplinary action.

5.2 Where disclosure of a conflict must or should have been made by a volunteer or an employee , any contract resulting will be voidable at the option of the Executive Committee, on recommendation from the person responsible for consideration of the disclosure of Conflict of Interest.

5.3 Any employee who has not disclosed a conflict or potential conflict, after due process, a conflict shall be found to exist, or if the employee shall refuse to resolve the conflict, the employee shall be subject to disciplinary action, including without restriction, a request for resignation or discharge from employment.

Disclosure
6.1 Disclosure of a Conflict of Interest may be in writing or may be by verbal report; verbal disclosure shall be recorded in minutes.

6. 2 The written disclosure or minutes , if completed by a volunteer, is to be sent to the BCGA, attention of the President

General
7.1 It shall not be a conflict for volunteers, employees, or persons for whom they are associated to be paid out-of-pocket expenses. The President shall determine whether any payment of any expenses or benefits may constitute a conflict.

7.2 The Executive Committee and the Board of Directors shall be advised of all Conflict of Interest disclosures, which are found to disclose a conflict.

7.3 Except as stated herein, the Board of Directors and Executive Committee shall not determine nor adjudicate upon Conflict of Interest.

7.4 All Directors and employees will be required to read this policy and sign the form attached (Schedule A).

BCGA Conflict of Interest Policy
Schedule A
I have read and clearly understand the above Conflict of Interest Policy adopted by the BCGA. I agree to these standards and realize that compliance with them is a condition of my association with the Society.

Motion: That the BCGA executive adopt and agree to the conflict of interest policy that has been posted on the BCGA website.
(Miles S, second Laurie F) Passed

11. Closing Motion to adjourn (Tom A, second Miles S) Passed



12. Meeting is adjourned at 3:45 PM



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