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 December 15, 2003 - Board Minutes Minutes of the REGULAR MONTHLY MEETING of
the BOARD OF DIRECTORS,
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HISTORY
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PRESENT: K. Croft, G. Griffin, R. Kerr, J. Kerr, S. Sinnott, B. Henshall and L. Marshal. ALSO PRESENT: Jim Forsyth, General Manager 1. CRTV Auditor (Glen Holloway): Mr. G. Holloway reviewed recent changes in the rules of Corporate Governance noting new expectations from Boards. He recommended that the Board should have an Audit Committee that would meet annually with the Auditor to review the audit, internal controls and audit findings. The Audit Committee of the Board should include Board members who are financially literate and have at least one Financial Expert. He also recommended that the Board meet at least twice a year without Management. Mrs. S. Sinnott reviewed Draft Board Governance Policy # EL-7 noting the Auditor's relationship with CRTV. Mr. Holloway responded noting that a "Letter of Disclosure" is provided to the Board annually identifying all the services supplied to the Board.
Mr. P. Field (CRTV Legal Counsel) acted as a Temporary Officer of
CRTV in the capacity of Chair for the purposes of the following election
of CRTV Officers: Moved by G. Griffin, seconded by S. Sinnott: That K. Croft be nominated as Secretary of CRTV. Mr. Field asked Mr. K. Croft if he was willing to stand for the position of Secretary and he agreed. Mr.Field then asked three times if there were any other nominees. Hearing no other nominations, Mr. Field acclaimed K. Croft as CRTV Secretary. Moved by S. Sinnott, seconded by R. Kerr: That B. Henshall be nominated as Treasurer of CRTV. Mr. Field asked Mr. B. Henshall if he was willing to stand for the position of Treasurer and he agreed. Mr.Field then asked three times if there were any other nominees. Hearing no other nominations, Mr. Field acclaimed B. Henshall as CRTV Treasurer. The President (J. Kerr) then took over the position of chair and asked the Manager to leave the meeting at 7:45 PM. Mr. K. Croft took over as the Secretary of the meeting recording the minutes. Moved by Barry Henshall and seconded by Gary Griffin: that the agenda be adopted as amended. CARRIED. Recent correspondence (D. Thompson) Attorney Pat Field addressed the correspondence of December 4 by Mr. David Thompson, in which he expresses concern about the recent election held on November 27th and December 1st for the Board of Directors for CRTV. An attempt was made to clarify each of the issues stated by Mr. Thompson. It was felt that inadequate clarity and detail was provided by Mr. Thompson, and that further information was required by him in order to discuss the issues thoroughly. There was also some discussion and clarification of the phone conversation on November 27th between Mr. Thompson and Mr. Ken Croft Mr. Pat Field responded to Mr. Thompson's correspondence with a letter dated December 12, requesting further information. The Board will await a response before undertaking further discussion of the issues. On another matter, Moved by Gary Griffin and seconded by Ron Kerr: that the Board strike a committee, consisting of Barry Henshall, Layne Marshal and Susan Sinnott, to do the annual performance review of Manager Jim Forsyth, to be completed by January 5, 2004. CARRIED. Moved by Susan Sinnot and seconded by Gary Griffin: To adopt the agenda as amended. CARRIED The Manager then returned to the meeting at 9:00 PM. 2. Minutes of the Meeting of 3 November 2003 and the 1 December 2003: Moved by B. Henshall, seconded by K. Croft:
THAT the minutes of the meeting of the 3 November 2003 be Moved by L. Marshal, seconded by B. Henshall:
THAT the minutes of the meeting of the 1 December 2003 be 3. ENDS: Ends policies (EP1to 5) were quickly reviewed with no changes or additions made. 4. Board Governance Policies: Mr. B. Henshall requested that a sub-committee of the Board be created to the review CRTV Bylaws. This topic was tabled to the next Board Meeting. 5. Linkage Limitations: Draft Board Policy EL7 be tabled until the next Board meeting.
Board - GM Linkage policies (BL1 to 5) 7. Ownership Linkage: The attached RFP as prepared by L. Marshal was reviewed by the Board noting that the submission date be changed to the 9 January 2004. Moved by S. Sinnott, seconded by B. Henshall: THAT the attached RFP as amended be approved. CARRIED 8. Incidental Information: Moved by L. Marshal, seconded by R. Kerr: THAT the Consent Agenda be approved. CARRIED 9. Board Meeting Evaluation: The Directors evaluated the meeting: 10. ADJOURNMENT: Scheduled Board Meetings: Monday January 5, 2004 AGM.
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B.H. noted
that the Board worked well together and that there was a lot of work
being done by this volunteer Board..