AWARE-NS Board of Directors – Executive Committee

Date: November 04, 2014

Time 10:00 to 11:22am

Location: Conference Call

Toll Free Access: 1- 559-670 -1000

Participant Passcode: 515717#

Agenda

Time / No. / Agenda Item / Discussion leader / Objective / Handout
10 am / 1. / Call to Order & Welcome / Janet
2. / Approval of Agenda / Janet
3. / Strategic Planning Session / Susan/Janet / Information & planning / no
4. / Forensic Audit – Draft Report / Susan / Discussion / Draft Report
5. / Schedule A Submission to DHW / Susan / Information / Report
6. / RFP for Audit Services / Susan / Information / no
7. / RBC Express – Online banking / Susan / Approval / SBAR
8.
9. / September Financials
Executive Committee meeting Schedule / Susan
Susan / Review / Yes
10. / In Camera session / Janet

Executive Committee Meeting Minutes

MEETING TYPE: / Executive Committee Teleconference
DATE & TIME of Meeting: November 6, 2013 / November 4, 2014 @ 10:00 am
MEETING CHAIR: / Janet Everest, Chair
MEETING ATTENDEES / Janet Everest, Susan Dempsey, Patricia Bishop-Grant, Sheila Rankin, Catherine Martin
Regrets: / Patricia Bland
ITEM / DISCUSSION / ACTION REQUIRED
Welcome and Intro /
  1. Call to Order - Janet Everest
/ Call to order 10:04am Quorum Confirmed
Approval of Agenda /
  1. Approval of the Agenda
Agenda approved with one addition: establish an Executive committee meeting schedule – proposed 4 times a year
Business / 3. Strategic Planning Session
Susan Smith will facilitate meeting, invites were sent out to a selection of stakeholders. 25-30 people expected to participate.
Fine tune mission, vision & values with the board rather than with strategic planning group.
Strategic Planning session to focus on strategic direction and go-forward plan.
Start day with presentation (work at hand, current focus), break into groups (exercises), afternoon sum up data.
Plan for focus groups after the session for those who could not attend to validate the findings. (ie. WCB group)
Patricia suggested that the presentation include a summary of where we started, etc. a history of AWARE-NS for those who are new.
Board Policy states to have an education Session to be offered to the board members during each board meetingscheduled November 19th to be facilitated by Susan Smith on how to engage as a board member and helpguide the association and engage your stakeholders
Benefit to having Susan as the facilitator as she was involved in the stakeholder review.
Susan will provide a detailed report following meeting which will provide the roadmap for logic model etc.
Susan Smith to send a draft agenda shortly. Once received send the draft agenda to the board members for approval/suggestions. / Action:Draft expected from facilitator. Once received to be reviewed and sent to attendees.
4. Forensic Audit
The audit has been completed. The results clearly stated that fraudulent activity did occur. It will be up to the board to decide what further action is to be taken.
The draft report is complete and the final to be sent by the agency this week.
Next logical step is to send a demand letter to Valerie with the amount owing.
Patricia recommended that a demand for the amount on the chequeonly (as this was conclusive) and forget the petty cash as this was not as conclusive.
In the letter demand retribution for the amount taken to be paid back within 30-60 days before legal action is taken, maybe 90 days with payment plan offer before heading to court – are there any benefits going to court?
Audit itself will already have cost us $2500.
Susan to seak free advice from Mike.
Janet – should we speak with a lawyer? Since it is under $5000, what would the outcome be for under $5000? How much would it cost us at the end of the day to go to small claims court etc.
Prepare a letter and have it available for the board meeting to sign off and send it.
Department of Health requires a summary of the forensic audit. Susan to forward email letter for this request to the board. Susan to draft report, Janet offered to assist in writing this report. / Action: To draft a letter to Valerie MacLeod for review by the board on November 19th.
5. Schedule A Submission
Schedule A was submitted to Department of Health & Wellness - CarmelleD’Entremont.
Susan re-sent all project charters with the submission.
Carmellenow has everything she needs in hand.
Feedback from other committee members was that the report looked great.
6. RFP FOR AUDIT SERVICES
Susanto complete the RFP and send it out. This will be added to the agenda for the board meeting and will await recommendations.
MISC. DISCUSSIONS
JANET – appreciates being involved in the process and working hand in hand to help facilitate the board moving forward.
Susan & Patricia Bishop-Grant to have a call with Yvette in regards to her treasurer roles.
Make sure to spend the budget in a positive way.
10:31am sheila RANKIN joined the call.
7. RBC Express online banking
SBAR requires approval – Susan to sum up for those joining us. Cost comparison with courier charges month to month vs. bank fee.
To summarize a typical transaction - Yvette to prepare & set up transactions –email would be sent to committee members, 2 board members to approve electronically.
Once approved the payment proceeds.
Reference SBAR sent to Executive Committee outlining all the pros to moving ahead with this.
Sheila summed up the following posititves: this would manage risk , manage direct cost, manage time, employee time etc. easy for the auditors. Immediate reconciliation
8. SEPTEMBER FINANCIALS
Susan highlighted a line on the expenses titled miscellanious that arose in the board meeting September 25th, 2014. Results were the following breakdown:
$2932.65 – majority is the amount of the fraudulent cheque $2557.21, $183.28 in stolen petty cash, purchase of an office water cooler, document shred, flowers.
Currently sitting at a $20,000 in positive variance.
Susan to meet with Yvette and discuss future needs regarding admin assistance.
Janet to submit some expenses from the executive search.
November will have some higher expenses from the strategic planning session.
Sheila – are there ways to improve the way things are broken down on the balance sheet? ie. what are subcontractors?
move things around to be in more appropriate catagories.
Fine tune with Yvette in preparation for budget prep for next year.
Patricia – proposed to meet with Susan & Yvette, thursday the 13th November.
9. EXECUTIVE COMMITTEE MEETING SCHEDULE
Terms of reference specify to meet 4 times a calendar year.
Proposed January, March, May/June?
Sheila recommended having an executive meeting within a month of the board meetings to assist Susan and help answers questions and prepare.
Susan & Patricia looking to plan for a governance committee meeting with the new members Ty & John.
Recommended to have the AGM in the fall – nail down a date.
Annual report will proceed on regular timeline.
11:10am – Catherine & Susan excussed for the In-camera session. / Action:
Susan to email annual courier costs
ACTION: Janet put forward motion to move to approve the RBC express banking.
Motion Approved by all members present – Janet Everest, Sheila Rankin, Patricia Bishop-Grant.
Put on board meeting agenda to discuss November 19th.
ACTION ITEMS:
Patricia to confirm availability for a meeting with Yvette and Susan November 13th, 2014
ACTION ITEMS:
Catherine to send out a request for meeting dates to nail down meeting dates.
Meeting adjourned at 11:22am

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Janet Everest, Board ChairDate

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Susan Dempsey, Executive DirectorDate

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Catherine Martin, Staff SupportDate