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Dec 6 2013 - Emergency Board Meeting - Minutes

  • Proposals
  • Decisionmaking protocol


  • Proposal #1: not to send money to locals. The reason not apid out is because we've generally been behind on remittances. June/July cheques went in October. PASSED
Stop-gap measure but it would pretty much immediately solve the problem. But at the same time not all the locals will say yes. Vancouver is favorable, Halifax not. This is because of different situations in each place. We'd also need to figure out some kind of payback plan as well.
Are we asking them to give us the money without repayment. Three options (they give us the money, we pay it back, or they don't give it to us)? 

Tim: Propose or request that all/some remittances between August 2013 and March 31, 2014and some or all of it can be paid back, and that it is their decision and there will be no repercussions if they say no.

People agree. Question - is this basically a back up for our finances until end of fiscal year. Yes, bit of a cushion.
We would have to work out payment plan but not necessarily going to pay them immediately on April 1.
We transfer about $1000 a month to the locals. Cell A-52 in cashflow document.
Some hesitation but proposal stands to ask. There is a draft of the letter about this from the board that was circulated. Crystel can take on re-working that. No objections.
  • Proposal #2: Not paying full amount for Moreau workspace in Montreal. PASSED
Right now Tim is using about half of his own hours and half of his hours are for MC stuff. No meetings from there recently. Talk of getting more interns. Mailout happens from there.
Sharmeen is okay with Tim checking in with people at the space but not creating resentments or anything among space members. Tim will talk to folks.
  • Proposal #3: Proposal to write off old cheques that are more than one year old and to continue to do so in the future.  PASSED
Should we contact people in case cheques were lost? if people came back after a year or so we still owe them. After three years, we don't owe them anything. Breakdown how much is 6 months ago and how much is from 2010, etc? 
Suggestion if under a year we contact them? Proposal is for cheques over a year.
Proposal to reverse anything over one year. Passed.
  • Proposal #4: Board members work 5 hours on fundraising and then report back to board on what they've done. PASSED
Between having one less staff member after not hiring in Toronto and not being able to pay for a fundraiser, need commitment from board members to do fundraising work.
Willingness to help with funding applications. Awesome to have list of donors. Lots of resources in terms of who to contact on the local level are available.
Tim will set up user accounts for all board members to access the database.
Proposal passed. Dru will take on the task of contacting board members who were not on the call.
  • Proposal #5: Need support from board on fundraising perhaps a fundraising committee? PASSED
Wasn't there already a committee? Very irregular. Not an ongoing committee. Is there a reason to have a separate board committee?
If this committee meeting regularly would make sense for it to be them. Good to have clear idea and understanding that board needs to be involved in that committee.
At least two board members at any given time committed to doing that work?
Proposal: Fundraising committee made up of Editors, two board members and volunteers and the two board members report back to the board at monthly meeting. Those two board members also responsible for coordinating fundraising activities by other board members.

Proposal passed.

Arij and Dru will rep the board, Sharmeen as "suplente."
  • Proposal #6. Finance committee establish several scenarios in case of insolvency. PASSED
Possibly around getting to a certain amount any given quarter then we have a series of things we do. Ask ppl unpaid leave, XYZ. But then of course it was suggested that the staff be consulted about that. Didn't happen or get followed up on. Ask staff to discuss in meeting and come up with propsals? background discussion. Board to formulate policy. When we get to $XX then we start phasing in these measures to prevent us from going below that cushion so that we can say to staff with confidence. 
Might be good to come up with a proposal on the board level to give to staff. Staff over worked right now. Don't know when we could take this on. Would help to have framework from board.
Dru can draft something. Finance committee to help work on that, once ready staff com can take on bringing it to the staff.
Message from board to staff clarifies where things are at? Difficult without having talked through things like delaying printing? Staff should be last thing to be cut.
Emergency kick started to help us print next issue.
More generic letter to staff? They are priority and we'll do what we can. And that they'll get an update in 2 weeks.
Is discussing this at December 17th board meeting soon enough?
Passed proposal to send short letter to staff on behalf of board? Sharmeen can do it. Is going to send doodle for next board meeting. Friday 13th/Tuesday 17th.

Dru is willing to make loan to MC to cover staff payments.

Proposal to adopt non- meeting decision making.


Under certain circumstances, the editorial collective will need the board to make a decision before the next meeting in order to move forward with a plan. In such an occasion, they can request that the board pre-approve a decision and commit to passing a proposal at the next meeting.
In order to make a proposal to the board outside of scheduled meetings, an email can be sent which:
• Is sent to all current board members
• Includes the words "DECISION NEEDED" in the subject line
• Clearly lists the deadline for response, which can be no less than 72 hours after the email is sent
• Includes a clearly marked proposal, which outlines all actions which need to be taken
• Lists potential pros and cons, in point form, along with any other necessary and relevant discussion
A reminder email must be sent no more than 12 hours before the final deadline, asking for remarks.
If there are no objections at the end of the deadline, the proposal passes, and the board has agreed to formally pass it at the next meeting. If there is an objection, an emergency meeting can be called, or the decision can wait until the next meeting.
Suggestion to add something where proposal addressed by email and then perhaps not passed in a meeting - adding a line about that? Add explanation? Amendment

of last para from: If the board cannot come to agreement in a reasonably short email discussion, an emergency meeting can be called, or the decision can wait until the next meeting. to >> If there is an objection, an emergency meeting can be called, or the decision can wait until the next meeting.

One more amendment to be added regarding deciding via email and deciding via meeting.








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arij (Arij Riahi)
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