Minutes of the West Shore Parks and Recreation Society ANNUAL GENERAL MEETING

1. Call to Order

The Annual General Meeting was called to order at 7:00 p.m.

2. Approval of Agenda

MOVED/SECONDED by Councillor Screech and Mayor Mendum that the Agenda be approved. CARRIED

3. Approval of Minutes

MOVED/SECONDED by Mayor Ranns and Director Hicks that the Minutes of the 2013 Annual General Meeting be approved as circulated. CARRIED

FURTHER DISCUSSION: Mayor Ranns added that he initiated a discussion at the 2013 meeting acknowledging that Langford has built some recreational facilities that benefit all the West Shore residents and they may want some recognition of that contribution. Mayor Ranns requested that his comments be reflected in the Minutes this year.

4. New Business

a) Annual Report from the Board

Chair Martin gave a quick overview of the Annual Report saying how much work and thought went into production with the focus this year being on Program Services Areas. The Annual Report also encompasses all aspects of the Rec Centre and Society including:

• Entertaining and Events
• Community Building
• Administrator's Message
• Vision, Mission, Values
• Strategic Priorities
• Governance

A high level of energy and engagement from staff resulted in an interesting and visually pleasing Annual Report with creative design, in-house photos and a truly collaborate effort from all areas of the organization. In closing Chair Martin gave recognition to all staff involved in the project.

MOVED/SECONDED by Councillor Cullington and Director Hicks that the Annual Report be received and approved. CARRIED

FURTHER DISCUSSION: Mayor Mendum congratulated the excellent work done – great job.

b) 2013 Audited Financial Statements

The Manager of Finance spoke to this item in the Chair of the Finance Committee’s absence.

• A copy of the 2013 Audited Financial Statements was provided in the Agenda package.
• The Audit went very smoothly this year – an unqualified audit which is an extremely good thing.
• Positive results from a financial perspective with an increase in both Net Financial Assets and Accumulated Surplus.

MOVED/SECONDED by Director Hicks and Councillor Screech that the 2013 Audited Financial Statements be received and approved. CARRIED

c) Appointment of an Auditor

The Manager of Finance presented the Report in the Chair of the Finance Committee's absence.

• The Finance Committee recommends that the Society reappoint KPMG as Auditors for West Shore Parks and Recreation Society for the 2014 year.
• This will be the last year of KPMG’s Five Year RFP with WSPRS.
• There will be a new RFP for 2015.

MOVED/SECONDED by Mayor Mendum and Councillor Cullington that KPMG be appointed as Auditors for 2014. CARRIED

d) Standing Committee Reports

i. Finance – Director Wysiecki, Chair

The Manager of Finance addressed this item in the Chair of the Finance Committee's absence.

• A copy of the Report was provided in the Agenda package.
• Highlights of the year included maintaining control over expenses; timely and accurate reporting; and successfully keeping requisition increases to a minimum (the 2014 budget actually saw a decrease in Member requisitions).

MOVED/SECONDED by Mayors Ranns and Mendum that the Report be received. CARRIED

ii. Strategic Planning – Director Rast, Chair

• A copy of the Report and Strategic Priorities were provided in the Agenda package.
• This is the last year of the Society’s current Strategic Plan.
• The Committee has been working to wrap this current cycle up, reviewing timelines and progress to date on existing priorities.
• A few priorities have been added including providing presentations to Councils to communicate relevant information about WSPRS (under Strong Relationships).
• Next spring, the Committee will get started on the new cycle of Strategic Planning for the years 2015-2020.

MOVED/SECONDED by Director Hicks and Mayor Mendum that the Report be received. CARRIED

iii. Policy – Director Milne, Chair

Director Rast spoke to this item in the Chair of the Policy Committee’s absence.

• The Committee has been working for over a year to create a draft Board Policy Manual.
• The purpose of the manual is to assist Board Members in understanding their duties and the rules of procedure in order to create and uphold an effective functional Board that can represent the meaningful vision of delivering quality and sustainable recreation to our community.
• The Committee has also struck an Environmental Sub-committee to begin looking at our built and natural environment and consider best practices with regards to environmental management of our building and recreation infrastructure in the future.

MOVED/SECONDED by Mayor Mendum and Director Screech that the Report be received. CARRIED

e) Resolution from CRD re Citizen Representation for Director

Chair Martin referred to the letter from the Capital Regional District addressed to Mayor Young and Council and dated March 7, 2014, and asked for a Motion to receive.

MOVED/SECONDED by Councillor Screech and Director Hicks that West Shore Parks and Recreation Society amend their constitution to allow for a citizen representative to be appointed to represent the JDF Electoral Area. CARRIED

FURTHER DISCUSSION: Mayor Mendum asked whether there is a differentiation between a resident and a landowner. Director Hicks clarified that the CRD had agreed on the definition that the citizen representative must be an eligible "voter" within the JDF Electoral Area.

MOTION CARRIED

f) Adoption of Board Policy Manual

Director Rast presented the Report in the Chair of the Policy Committee's absence.

• A copy of the Report and Draft Board Policy Manual were provided in the Agenda package.
• Further to the general Committee Report (Item 4.d.iii), the Committee is bringing the Draft Board Policy forward for the Members’ approval.
• Much of putting the manual together was “housekeeping” in nature, i.e., assembling current practices in one place for ease of reference.
• The few changes and additions that require Society Bylaw amendment and adoption of the Members are as follows:
  • Length of Directors’ appointment changed to up to eight years.
  • Length of Board Chairmanship changed to up to three years.
  • Board Meetings to generally be conducted in accordance with the most recent edition of Roberts Rules of Order.

MOVED/SECONDED by Director Screech and Mayor Mendum that the Board Policy Manual be adopted. CARRIED

FURTHER DISCUSSION: Mayor Ranns brought forward an item for consideration in Part II – Roles & Responsibilities B. Members and Directors – Board Authorities and Approvals, page 2 of 2. The item reads as follows: “10. A resolution in writing, signed by all the Directors and placed in the minutes of the Directors, is as valid and effective if regularly passed at a meeting of the Directors.”

Conversation ensued around rewording the item to add that the said resolution would be brought forward to the next Board of Director’s Meeting to formally be passed.

The Administrator confirmed that the wording is what is currently in our Bylaws – nothing has been changed and the Committee did not see it as anything that needed to change. However, it would not be an issue to reword it if the Members so desired.

Councillor Screech suggested that the motion be carried on good faith that the revision would be made in the final Board Policy Manual, and then added this is a real milestone to have accomplished. Councillor Cullington echoed that remark saying she found it to be a very well done document that was clear to read and comprehend – a very worthwhile reference for all.

MOTION CARRIED

5. Old Business

a) Review of Governance of WSPRS

Chair Martin looked for a Motion on this item.

Councillor Screech addressed the subject and confirmed there was an Owners’ Meeting on Monday, June 16th and that a motion came out of that meeting that the Owners have agreed on. He looked to Councillor Cullington to speak to this further on behalf of Colwood.

Councillor Cullington explained that the language of the agreement was examined in respect to dealing with the event of an agreement not being reached between parties. It was recommended that the wording be revised to be able to deal more effectively and leave the organization less vulnerable.

Kim Anema, CAO at the Town of View Royal, who attended the Owners’ Meeting was able to add that the language included that if one year passed without resolution of a proposed amendment, the agreement would be deemed to be expired. The solution that was posed was that if owner negotiations were not able to be agreed upon the new expiry date would be 18 months from the proposal. This preserves the opportunity to have continued dialogue during a longer period of time – the original language was more definitive.

Councillor Screech recapped the resolution that had been made at the June 16 Owners’ Meeting, proposing the following wording be forwarded for motion:

"That [Council] support a five year extension to the Members, Co-Owners and Operating and Maintenance Agreements. Further that at any time during the five year extension an Owner is afforded the right to put forward a position to restructure the financial impacts of the ownership sharing structure to recognize credit for existing recreation assets. If the Owners cannot agree to a new financial structure within one year of the receipt of an Owners submission, the Co-Owners, Members, and Operating and Maintenance Agreements will expire by 18 months from the date of the Owners submission unless further extended by mutual agreement."

Councillor Screech continued saying this gives us a new five year agreement with the opportunity within that time to restructure. While it does not address everything, it is a good step and I hope it will be supported.

MOVED/SECONDED by Mayor Mendum and Councillor Screech that the Motion be approved by the Owners and the new revised Extension Agreement and be brought forward to the Municipalities. CARRIED

FURTHER DISCUSSION: The Administrator added that in terms of preparing the documents if this is going to go forward to Councils, in the past one of the Member’s CAO has taken that on that responsibility. Kim Anema confirmed that he and Chris Coates from the District of Highlands will be preparing the required documents.

MOTION CARRIED

6. Adjournment

MOVED/SECONDED by Councillors Seaton and Cullington that the Annual General Meeting be adjourned at 7:38 p.m. CARRIED