Minutes - YRARC Board of Directors 2016-05-17

Meeting held in the Magna Centre, Multipurpose Room 1. Called to Order at 19:05 by Chris VE3NRT. Board members attending: Chris VE3NRT, Steve VE3UT, John VA3JI, Geoff VA3GS, Rob VE3RQB, Doug VE3ATP, Barry VA3LLT, David VA3DCY. Absent: Eric VE3EB, Alf VA3BLE. Others attending: Peter VE3PBT.

1. Agenda: Chris VE3NRT
   
   • Original item 5c (repeater messages and (ToT) changed to item 6b.
     
   • Moved by Geoff VA3GS , seconded by Barry VA3LLT to adopt the agenda. Carried.
     
2. Minutes: David VA3DCY. Moved by Geoff VA3GS , seconded by Barry VA3LLT to adopt minutes of Board Meeting dated 2016/04/19. Carried.
   
3. Membership: Alf VA3BLE. Not available. Note: Chris VE3NRT forwarded dues paid by Steve VE3SRV to John VA3JI.
   
4. Hamfest: Geoff VA3GS. Geoff reported the hamfest is on schedule. Information has been sent to other clubs, is now posted on the RAC web site and will appear in the next 2 issues of the Canadian Amateur.
   
5. AGM Food: Peter VE3PBT. Peter reported the cost for food at the AGM should be approximately $230. $300 was approved for food at the last board meeting. The new BBQ has been assembled and is working.
   
6. Treasurer's Report: John VA3JI
   
   • Opening Balance 2016/04/30 [Balance available to members on request to Secretary]
     
   • Income: None
     
   • Expenditures: Shelter (partial cost) $182.72
     
   • Closing Balance 2016/04/19 [Balance available to members on request to Secretary]
     
   • Moved by John VA3JI seconded by Rob VE3RQB to adopt the treasurer's report. Carried.
     
7. Barry VA3LLT will have expenses to submit. Steve VE3UT questioned when will the existing budgeted amounts expire, and John VA3JI answered at the end of the club year (June 30).
   
8. Auditor's Report: Chris VE3NRT
   Chris reviewed the auditor's report, which contained the following suggestions:
   
   • The need to coordinate documentation between the treasurer and membership director for
     better accounting of membership money received.
     
   • Regarding club inventory, the need to have an accurate inventory and value of items, for
     insurance and net value purposes, and designate the responsibility to someone.
     
   • The need to have better control of club property stored in the container.
     
   • The use of personal credit cards is unwise.
     
   • The board should agree on a standard method to record financial transactions and
     membership and adhere to those policies. Most suggestions were of a minor nature, however suggestion #4 which questioned the advisability of members using their personal credit cards to pay for large purchases. It was agreed the next board should deal with this suggestion.
     
   • It was agreed the report should be published on the YRARC blog.
     
   • Moved by John VA3JI seconded by Geoff VA3GS to adopt the auditor's report. Carried.
     
9. Bylaws: Chris VE3NRT. Chris presented the submissions received regarding suggested changes to the bylaws.
   
   • Bob VE3WY: Limiting presidency to 4 consecutive years. Proposed: That the primary motion be amended to add the following text as section 10.5 of the draft By-Laws: “Notwithstanding section 10.4, no person may stand for or be elected President after serving as President for the previous four consecutive years, unless no other Director is willing serve.”
     
   • Doug VE3VS: Cleanup of Section 14 (Duties of Treasurer) Proposed: That the primary motion be amended to delete the point in section 14.1 of the draft By-Laws beginning with “disburse the funds….” and add the following two points in its place. “disburse the funds of the Corporation under the direction of the Board, taking proper vouchers or receipts for each transaction.” “render to the Board whenever required an account of all transactions and a written account of the financial position of the Corporation.”
     
   • Doug VE3VS: Comments on the terms used in the By-Laws. This and several other similar instances were addressed in the draft By-Laws.
     
   • Doug VE3VS: Editorial Revision to Section 17.1. Proposed: That the primary motion be amended to replace section 17.1 of the draft By-Laws with the following.
     “The Directors shall ensure that all necessary books and records of the Corporation, required by the by-laws of the Corporation or by any applicable statute or law, are regularly and properly kept.”
     
   • Mark VE3CT: Various Editorial Revisions. All of the concerns expressed have been addressed elsewhere.
     
   • Chris VE3NRT: Revisions to clarify the section on officers of the board and to allow for election of replacement officers by the board. Proposed: That the primary motion be amended to add a new section 10.6 of the draft By-Laws with the following text: Should any officer resign or become incapable of serving in their office prior to completing their term, the Directors will elect a replacement from the body of Directors at the next regular or special meeting of the Board.
     
   • Chris VE3NRT: Regarding conflicts of interest on the Board. Proposed: That the primary motion be amended to add a new section 7.2 of the draft By-Laws with the following text: “Conflicts of interest on the part of a Director in attendance at a meeting of the Board shall be disclosed in advance of any discussion or motions regarding that interest. When such interest becomes a matter of Board action, such Director shall neither vote not use personal influence on the matter, and shall not be counted in the quorum for any voting on such interest. The Director may, however, briefly state a position on the matter, and answer pertinent questions of Board members. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.”
     
   • Chris VE3NRT: Regarding the criteria and privileges of family membership Proposed: That the primary motion be amended to add a new section 18.1 (d) of the draft By-Laws with the following text: “Family Member – For a fee which shall be determined from time-to-time by the Membership, other members of a Regular Member’s family may be added as a Family Member. To qualify, the Family Member must be related by blood or adoption to the Regular Member or spouse, and reside at the same address. Family Members are not required to pay additional annual dues.”
     
   • John VA3JI: Regarding the attendance of Members at YRARC Board meetings Proposed: That the primary motion be amended to add a new section 5.2 of the draft By-Laws with the following text: Board Meetings shall be held in a place that is open to and can accommodate a reasonable number of Voting Members in addition to the Directors. Non-Directors may observe but not take part in the proceedings except in response to an invitation to comment by and under the direction of the Chair. Voting Members may also make representations to the Board at any meeting provided permission is obtained from the Secretary or Chair at least 24 hours in advance of the commencement of the meeting.
     
   • John VA3JI and Barry VA3LLT: On in-camera meetings Proposed: That the primary motion be amended to add a new section 5.3 of the draft By-Laws with the following text: Notwithstanding section 5.2, the Board may from time-to-time conduct in-camera meetings following the regular business of the Board Meeting. Any resolutions from such meetings shall be recorded in the regular meeting minutes, which shall be made available to the members within reasonable time after the adjournment of the meeting.
     
   • John VA3JI and Barry VA3LLT: On the method of selection of the Club Executive General agreement that the current system is a better system, with sufficient transparency in that members are allowed to attend Board Meetings. (No proposal to change)
     
   • Barry VA3LLT: On errors or omissions in the notice for meetings Proposed: That the following section 6.4 be added to the draft By-Laws: Notwithstanding section 6.3, any deliberate error or omission in notice of such a meeting, may, when supported by majority vote of the Directors or Voting Membership, be sufficient grounds to invalidate the proceedings and resolutions of such meeting, in whole or in part. AND that the following section 21.2 be added to the draft By-Laws: Notwithstanding section 21.1, any deliberate error or omission in notice of such a meeting, may, when supported by majority vote of the Directors or Voting Membership, be sufficient grounds to invalidate the proceedings and resolutions of such meeting, in whole or in part.
     
   • Barry VA3LLT: On the definition of electronic means for conducting club business. Proposed: That the following section 2(l) be added to the draft By-Laws: "Electronic Means” means the communication through the official YRARC Yahoo group or by email to all email addresses provided by Members or Directors as appropriate.
     Communications by additional means, such as the club web site, blog and voice announcements on Club Repeaters is also encouraged.
     
   • Barry VA3LLT: On the recording of votes of the Board of Directors by electronic means. Proposed: That the following section 7.2 be added to the draft By-Laws: All votes conducted by telephone or electronic means shall be recorded by the Secretary and included in the minutes of the next Board Meeting.
     
   • Barry VA3LLT: On giving notice for meeting. Proposed: That section 20.5 of the draft By-Laws be changed to the following: No public notice or advertisement of the AGM or any meeting of the Members shall be required, but an effort must be made to communicate notice of the time and place of every such meeting, at least twenty-one (21) days in advance. AND That section 20.5 of the draft By-Laws be changed to the following: Whenever, under the provisions of the by-laws of the Corporation, notice is required to be given, such notice may be given either personally or by Electronic Means or by depositing same in a post office or a public letter box in a prepaid, sealed wrapper addressed to the Director, Officer or Member at his or their address as the same appears in the books of the Corporation. A notice or other document sent by post shall be held to be sent at the time when the same was deposited in a post office or public letterbox as aforesaid, or sent by Electronic Means at the time sent. For the purpose of sending any notice, the address of the Members, Director or Officer shall be his latest address as recorded in the books of the Corporation.
     
   • Barry VA3LLT: Editorial change, move paragraph 20.3 to section 6 Proposed: That section 20.3 of the draft By-Laws be renumbered to 12.5.
     
   • Bylaws: Chris VE3NRT. Motion that the proposed changes to the By-Laws as presented by Chris VE3NRT, be presented for approval by the membership at the AGM. Moved John VA3JI seconded Geoff VA3GS. Carried.
     
10. Property: Rob VE3RQB: The fittings from Cameron Canopies have been received, and there were no shipping charges, since they were picked-up from Tom at Cameron Canopies. We made our own wooden bases for the poles (conduit). The lock box codes for the trailers will be changed.
    
11. Repeaters: Steve VE3UT. The 6m repeater has a weak transmitter – only 1/2 watt output. A new no-cost radio will be available soon. The VE3YRC-V repeater at Bloomington has had a weak signal, however a site visit showed that all was OK. For the upcoming events on May 28 (the EmComm SET and the Public Service MADD ride)
    VE3YRA (350) will be un-linked from the other repeaters, to allow the MADD event to use VE3YRA, and the SET to use the other repeaters. AGM messages have been added to the repeaters. Messages generated by the repeater controllers and audio received on the links are mixed together. Reprogramming would be necessary to mute the repeater message when audio is being received on a link. To adjust the timeout, a slow 286 computer would be needed to make a changes.
    
12. Events & Public Service: Eric VE3EB (no report)
    
13. EmComm and Other Business: A request for EmComm headsets in the trailer prompted the following options:
    
    • have the users supply their own headsets
      
    • get approval from the membership to purchase headsets, after knowing more specific detail
      about what model would be desired.
      
    • A request for EmComm digital interfaces in the trailer prompted the following questions:
      
      • what programming cables are needed?
        
      • what digital cables are needed?
        
    • Approval from the membership would also be needed.
      
14. Motion 2016-05-17-8c to approve $1,000 for field day food and propane, moved Steve VE3UT seconded Geoff VA3GS. Carried. [Secretary note: Motion 2016-04-19-3c was already passed for $1,000 for field day food and propane, making Motion 2016-05-17-8c redundant.]. [Secretary note: No motion has been passed for fuel or toilets at field day]
    

Meeting adjourned