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February
Board Meeting: 2024-02-22 (Thursday)
Location: Video (ZOOM)
Time: 4:00pm - 6:00pm
File No.: 1.1.4
PRESENT: Jeff Malgrem (Chair), Diane Cornish, Carol Fergusson, Dyan Dunsmoor-Farley, Lu Lazzarotto, Marc Hermann, Harvey Graham, Christina Rajsic
REGRETS: Don Elkington
Minutes recorded and prepared by Megan Wurster
1. Meeting was called to order by the Chair and presence of quorum confirmed. Introductions for and to Megan as new Administrative Coordinator.
2. Territorial Acknowledgement by Jeff Malgrem.
3. Consent Agenda (Jeff)
Approval of consent agenda including the meeting agenda (as amended), January 2024 Board Minutes, Community Wellbeing Coordinator role,
Committee Reports: Statement of operations for January 2024, President’s Report, Clinic Liaison, Recruitment and Retention, Communications and Membership, Community Wellbeing.
MOTION: to approve consent agenda. Moved by Marc, CARRIED.
MOTION: to amend consent agenda. Moved by Jeff, CARRIED.
MOTION: to approve amendment: Moved by Jeff, CARRIED.
In Camera time added to end of consent agenda, requested by Jeff.
ADDITION: Community Wellbeing Coordinator under New Business, Moved by Dyan, CARRIED.
MOTION: to approve consent agenda as amended: Moved by Jeff, CARRIED.
4. Strategic Planning Meeting (Jeff)
Will move forward with planning two two-hour sessions to workshop strategic plan, working around Audra’s (consultant) schedule.
5. Facilities Management Committee Report (Marc, Jeff)
LifeLabs incident: letter was posted to Facebook, published in Sounder, may need to have collection of history of these incidents so we have a record that board did not ignore these issues, they were discussed, a decision was made and action was taken. Issues management is part of communication, Lu will work with Jeff and committee that has expertise to move forward. Communication showed that board was taking steps and had generally positive response, seem to have community support. Need to be looking forward to situation if LifeLabs leaves (not necessarily for this reason).
Discussion surrounding GHCF’s obligation to LifeLabs staff as well as risk management regarding safety of all tenants in the clinic (especially if considering providing after-hours care). Options for increased safety may include cameras at and/or in the clinic, a sign indicating the presence of cameras, a security guard, a more direct connection with RCMP on island. Marc has agreed to take on the research regarding cameras at the clinic- questions include who has access to footage or to monitor, where is footage stored, where would cameras be placed, and whether tenant consent is needed for installing cameras. Question was also raised- is the goal of the cameras to provide information after the fact, or “just in time?” Cameras could be installed without live monitoring, but act as deterrent. It was mentioned that during one of the LifeLabs incidents, members of the public waiting in the lobby helped to subdue the escalating person- we would like community support but not to put them in danger. What is LifeLabs’ obligation to their staff? What are their protocols?
Water System Update: Marc has been in contact with Gina Chobrook (engineer), Rainwater Designers, meeting scheduled for Monday to review water system to see what we need to do re: Island Health.
6. Governance Moment (Diane)
What is the standard of care applicable to the exercise of fiduciary duties by directors of a non-for-profit organization? Exactly how rigorous or diligent must we be? The standard of care for directors of not-for-profit corporations depends on the relevant incorporating statute, in our case the Societies Act. Section 53(1) (b) requires each of us to "exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances". This is an objective standard that applies the same criteria to all directors. However, somewhat of a subjective standard is contemplated by the Foundations’ Policy B.1 which provides that a director’s duty of care is “to act with the competence and diligence that a person with similar knowledge and expertise would exercise in comparable circumstances”. This subjective standard judges directors against their own personal characteristics, attributes, skill level, education, experience, and profession. Directors are required to exercise the degree of care and skill that may reasonably be expected of a person of the director’s particular knowledge and experience. There is one more consideration, directors of charities are held to a higher standard of care. Practically speaking, this means that directors of a charity may be subject to the higher “trustee standard” requiring directors to take proactive steps to protect charitable property. How can this be done? By paying close attention to risk management issues affecting the organization especially as they pertain to the organization’s finances and other assets. A first step would be for each committee chair to look at the committee’s mandate through the lens of RISK MANAGEMENT and do three things:
• Ask the question "what can go wrong and what harm could result?",
• Identify practical measures that can be taken to keep such harm from occurring and
• If harm should occur, identify what steps could be taken to lessen the harm?
Based on this information, we could conduct a principled review of existing policies to identify necessary changes, additions, or deletions.
7. New Business
Dyan advised that the community wellbeing coordinator exists now. The job description has been written, and Dyan would like the board to consider whether or not the organization can hold the RFP. It was discussed that members of the public have expressed an interest in transparency regarding the role, Dyan advised that there has been public communication about the process each step of the way. Jeff advised that it may be helpful to board members if we could be provided with talking points in order to act as advocates for the role. Discussion surrounding effective communication around the role to emphasize the benefits to the community.
8. Next Meeting
Meetings have historically been the 4th Thursday of each month, moving forward they will be held on the last Thursday of each month. Board agrees, Megan will schedule moving forward.
9. Adjournment
MOTION: to adjourn. Moved by Dyan – CARRIED.
January
Board Meeting: 2024-02-01 4:00pm – 5:10pm
Location: Video Conference (Zoom)
File No.: 1.1.4
PRESENT: Jeff Malgrem (Chair), Diane Cornish, Dyan Dunsmoor-Farley, Carol Fergusson, Lu Lazzarotto, Harvey Graham, Christina Rajsic.
REGRETS: Don Elkington. Marc Hermann
Minutes recorded and prepared by Diane Cornish (Secretary)
1. The meeting was called to order by the Chair and the presence of a quorum confirmed.
2. The territorial acknowledgment was presented by Diane.
3. Consent Agenda (Jeff)
Approval of consent agenda including the meeting agenda (as amended), November 2023 Board Minutes, Operational financial statement for December 2023,
Committee Reports: Recruitment and Retention, Communications and Membership, Fundraising and Executive Committees.
MOTION – to approve the consent agenda. Moved by Carol, CARRIED.
4. President’s Report (Jeff)
Jeff advised that the Administrative Coordinator’s resignation had meant a challenging start to his tenure as President. However, with a possible solution of the HR issue at hand, he would move forward more effectively.
5.PCN Update (Jeff)
Island Health has withdrawn the option for the employer of allied health resources to be other than Island Health. In light of this change, the Foundation will need to reconsider the desirability of becoming a PCN. We also need to go back to the fundamentals: is GHCF simply a landlord OR is it also a participant in the offering of health care services on Gabriola? Any reconsideration must include discussions with the doctors and with our partners. A first step would be for the Liaison Committee to have a frank discussion with the doctors.
6. Governance Moment (Diane)
Board Meeting Scheduling: Expanding on a director’s “duty to be informed”, Diane noted that we as a board exchange information through committee reports and discussions at board meetings. To ensure that board members have adequate time to become familiar with the materials circulated prior to a board meeting, the board agreed to the following timetable:
• Notice of the meeting be given at least one week in advance.
• Committee Reports forwarded to Administrative Coordinator at least 6 days in advance
• Board Package be circulated at least 5 days in advance.
Quorum: Diane also pointed out that Bylaw 46(2) provides that “the directors may from time to time set the quorum necessary to conduct business and, unless so set, the quorum is a majority of the directors then in office”. This flexibility could be exercised where, for example, the business under consideration required unanimous approval.
7. Website Update (Carol)
With Joan’s departures, Carol has assumed responsibility for moving the website update forward. Thank you, Carol. She asked that Board members forward copies of the content for which they have responsibility to her by Monday February 5. She assured the Board that there will be opportunities for further review.
8. Strategic Planning Retreat (Jeff)
Jeff emphasized the importance of having the Board discuss and approve the draft Strategic Plan whether that discussion takes place in person or virtually. He will arrange a time and place for the meeting.
9. New Business
a. Lu advised that the Foundation will have a table at the Wellness Fair to be held at the Community Hall on February 10. She asked for volunteers; several board members responded.
b. Dyan reported on her attendance at the January 2024 Island Health and Snuneymuxw Nation Health Conference. There were approximately 200 attendees of which 30% were Indigenous people. In the context of understanding the impact of climate change on health, the discussion focussed on water sustainability. Dyan urged Board members to attend future sessions.
Dyan’s report led to a discussion of the Foundation’s participation on the Gabriola Health and Wellness Collaborative.
MOTION – To assign the role of the Foundation’s representative on the Gabriola Health and Wellness Collaborative to the Chair of the Community Wellbeing Committee.
Moved by Harvey – CARRIED.
10. Next meeting
The next meeting will be on February 22, 2024, 4-6pm.
11. Adjournment
MOTION– to adjourn. Moved by Dyan – CARRIED.