Year-end board evaluation Report was compiled by Christine Dukelow on behalf of the Ontario 4-H Council Board of Directors.

Transcription

1 MINUTES March 21 & 22, 2013 Waterloo Inn Rosedale Room Waterloo, Ontario 8:30pm 9:30pm / 8:00 am to 2:00 pm Thursday, March 21 st, 8:30pm and Teleconference Present: John den Haan, Brian O Neill, Shonna Ward, Bev Agar, Cassandra Chornoboy, Tammy Oswick- Kearney, Dave McNichols, Shirley Tomlinson, Anne Conrad Via Teleconference: Anne Verhallen, Marie McNabb, Kim McCaw With time limitations for Friday, March 22 nd Board of Directors meeting, a brief meeting was held Thursday, March 21 st to discuss the following preliminary meeting items: a) Executive Director Performance Review Executive Director Performance 360 Review Report was compiled by Christine Dukelow on behalf of the Ontario 4-H Council Board of Directors. Input for the report came from all the Council Directors, Senior Managers, Chair & Vice Chair of the Ontario 4-H Foundation and the Executive Director. The report included the four areas of the survey being Communications, Member Experience, Community Engagement and Financial Security. b) Board Evaluations Year-end board evaluation Report was compiled by Christine Dukelow on behalf of the Ontario 4-H Council Board of Directors. Report Highlights: Majority of respondents agree Ontario 4-H Council Board of Directors are meeting strategic priority requirements and conducting business effectively. Strongest areas of agreement are the individual Board member evaluation along with the review of relationship with Executive Director and performance of the Executive Chair. Understanding the Ontario 4-H Council budget and financials reports are a concern from a minority view; with a recommendation for ongoing training to ensure more clarity going forward is provided. Overall consensus of Directors was for further clarity on Director duties / expectations along with more information on the requirements on the recruitment of Directors for the Ontario 4-H Council Board. Director asked Board their thoughts on Board Buddy system currently in place? Consensus from Directors that Board Buddy system was a good system as it provided necessary support / clarity on the knowledge and interworking s on overall Council Board work / activities.

2 P a g e 2 1. Board overall Performance 81.9% agreed or strongly agree Board performance is effective. Board to explore more with internal and external communication to Associations and Stakeholders. 2. Board conducting business 72.8% to 100% agreed or strongly agree Board is conducting business effectively. Areas for improvement highlighted agenda planning and Directors preparation for meetings. Improvement in Board training with potential of incorporating into each meeting. Effective Board orientation is crucial for an informed Board. 3. Board relationship with Executive Director Rankings conclude 9/11 respondents a very positive relationship with Executive Director, built on communications, trust, clarity on information required by the Board. Weakest ranking 2/11 respondents in understanding area of roles with some confusion of Board role deciding policy in relation to operational responsibilities of Executive Director. 100% respondents agree to yearly evaluations of Executive Director. 4. Board performance of individual Board Members 100% Board members indicate they take role and responsibilities very seriously and are committed to leading organization attending meetings and listening to all views expressed. 20% disagreed or unsure of Council Director expectations. 90% agreed or strongly agreed that they were respected and respected other members. Concern made regarding individual Board members behaviour, session on rules of conduct recommended in addressing aspect of Board relationships. 90.9% members agreed or strongly agreed they have been given the resources and support to fulfill Director role. 5. Performance of Board Chair Ratings reflect strong support for current Chair and role in leading Board through discussions and decisions. 100% that Chair ensures input from every Board member and is effective at delegating tasks to others. Director pointed out that overall communication to Associations needs improvement. Need better methods to ensure that information is transferred efficiently and effectively. Director commented that improving communication between Directors and their assigned Associations is beneficial. Director commented that the Association teleconference would be best lead by President to improve buy-in and participation. Director commented having set questions is ideal in having platform for discussion, in turn open additional discussions. Also, contacting other Directors within Association (i.e., President, Vice President) potentially bring different perspectives.

3 P a g e 3 Director commented not all Association Representatives know they have a Director Liaison, need to communicate more often as positions change. Director commented that it is difficult to connect, return s/calls are not reciprocated. All Directors agree it is very difficult to gain participation to ensure that communication is effective. John summarized that general consensus is overall communication with Associations; Council Board of Directors need to develop a plan / ideas on engaging more effectively to ensure communication is effective and serving well. Consensus from Directors that a discussion topic on more effective ways to communicate to Associations be a topic presented at Association Representatives session to gain necessary next steps in better communication. John thanked all Directors for their work with the Ontario 4-H Council Board in 2012, all your time and efforts are greatly appreciated, and wishes retiring Directors well in future endeavours. c) Canadian 4-H Council John reported that Shonna Ward is running for a Director for the Canadian 4-H Council for 2013 and wished her well in her campaign. Canadian 4-H Council was contacted last year to enquire on how provinces can present concerns to the Canadian 4-H Council. Canadian 4-H Council reported that concerns can be presented via the recent Resolution process developed. Therefore, two (2) Resolutions have been developed for consideration and review by the Ontario 4-H Council Board of Directors; 1. Therefore, be it resolved that the Canadian 4-H Council consider: to amend the motion dated February 16, 2012 to be the National 4-H Canada membership standard age range will be 9-21, although provinces may provide programming for age ranges below and/or above the National 4-H Canada membership standard age range. 2. Therefore, be it resolved that the Canadian 4-H Council consider: to strike a Committee that will engage in an Emergency Leadership Succession Plan for CEOs of Non-profit Corporation training to develop a CEO Succession Plan and policy. Note: Tammy Oswick-Kearney refrained from participation in the discussions regarding the resolutions to the Canadian 4-H Council. Directors broke off into the Job Description, Board Evaluations, Executive Director Performance Review and Executive Director Succession Plan working groups to work and discuss and bring forward information to new members of working groups to carry forward. Board of Directors pre-meeting session ended at 9:45pm to reconvene meeting agenda discussions at 8:00am.

4 P a g e 4 Friday, March 22 nd, 8:00am Present: John den Haan, Brian O Neill, Shonna Ward, Bev Agar, Cassandra Chornoboy, Tammy Oswick- Kearney, Dave McNichols, Shirley Tomlinson, Anne Conrad, Marie McNabb, Kim McCaw Staff: Wraychel Horne, Executive Director, Patricia Hass, Executive Assistant Delayed: Anne Verhallen (due to weather and driving conditions) 1. Call to Order John den Haan Chair John called the Ontario 4-H Council Board of Directors meeting to order at 8:15am at the Waterloo Inn and Conference Centre. John circulated final paperwork for Ontario 4-H Council Director s formal signatures on the official documentation for the Motion to purchase the capital asset property pertaining to the organization. 2. President s welcome and introductory comments John den Haan John welcomed Directors to the final meeting of the 2012 Ontario 4-H Council Board of Directors and thanked them for their time and efforts with activities throughout the 2012 year. John wished all departing Directors well in their future endeavours and looks forward to working again with Ontario 4-H Council Board in John reported that Cathy Brother s, coach for Board Governance will join the meeting at noon along with Ove Hansen from Gay Lea who commissioned the print produced for membership achievements. Wraychel provided an update stating Rob Black will attend AGM and bring Canadian 4-H Council greetings. 3. Approval of Agenda John asked Directors for additions to the Agenda and a motion to accept as presented. Request to add item 13.8 Canadian Report to agenda for discussion MOTION: Moved seconded to accept Agenda as amended. 4. Appointments: 4.1 Action Sheet Recorder Shirley Tomlinson 5. Approval of Minutes: 5.1 January 28, 2013 (teleconference)

5 P a g e 5 John asked Directors for additions / corrections to the Minutes of the January 28, 2013 teleconference. MOTION: Moved and seconded to accept Minutes of January 28 th, 2013 as presented. 6. Board Correspondence Received John and Wraychel reviewed and spoke to information within folder, highlighting the communication of the property purchase and congratulations from a variety of sponsors and stakeholders. Acknowledgment was made on receipt of Region 4 Committee letter dated March 7, 2013 although was sent by on March 14, Directors were in agreement that majority of concerned statements in letter have been addressed through communications, however, unsuccessful in being fully communicated to Associations. The majority of the questions will be answered at the AGM, keeping in mind that many will be unaware of the letter and contents. There will be further discussion of response to the letter at the May 11, 2013 meeting. Complete file was distributed to all Directors for further individual review. 7. Council Board Policy to be reviewed 7.1 B-B-O1 Quality Board OLD Policy # B-BO-01 Quality Board Policy 4-H Ontario s governing board will be composed of members who are qualified to do an excellent job and perform to their potential for the organization. Accordingly: The Board will actively encourage organization members to run for board positions. Date Passed, Amended or Reviewed 2000/ 2005/ 2012 Organizations require people to serve on their Board, as Directors. Being a Director carries specific roles and responsibilities. Organizations grow and prosper when their Board of Directors are committed to the cause and are able to deliver on the following: 4-H ONTARIO REQUIRES PEOPLE TO SERVE ON ITS BOARD WHO ARE COMMITTED TO THE CAUSE AND WHO ARE ABLE TO DELIVER ON THE FOLLOWING: Understand what the 4-H program does in practice. Understand what the current 4-H delivery model involves, and assist in implementing it in their local 4-H Association. Participate in the discussions, keeping in mind the best interests of the provincial 4-H program as a whole. This may, at times, put you at odds with your local association or regional board.

6 P a g e 6 Policy # Policy Loyal support of the 4-H program. It is detrimental to the health of an organization for Directors to continually position themselves at odds with the policies and procedures of the 4-H program. Decisions of the Board are made and based on collective wisdom of all Directors; therefore it is imperative that all Directors routinely provide input into issues before, during and after Board meetings. Manage the business of the Ontario 4-H Council and the 4-H program. The membership at large entrusts the Directors with the management of the Council. Directors develop policy that is implemented through the Executive Director and staff on a day-to day basis. It is understood that Directors will act in good faith at all times. Act in accordance with the guidelines outlined in 4-H by-laws, policies and procedures. Know and understand the limitations of authority as a Director. Attend and participate in all scheduled meetings (approximately four face-to-face meetings, one training session and teleconferences). Face-to-face meetings include CAM, the spring, summer and fall board meetings, and a training session. Circumstances may arise which mandate extra meetings and/or meetings of the entire Council. Attendance at meetings is strongly encouraged and mandatory for the training session. Participate 100% in meetings as scheduled. Late arrivals and early departures are disruptive to the Board functioning as a cohesive body. Each Director shares an equal responsibility for decisions of the Board. Review all related meeting information (i.e. agendas, supporting materials etc.) in advance of each meeting and be prepared to discuss the business issues arising from these at any time. Ask questions and seek clarification on issues that are unclear. Directors have a responsibility to be aware and knowledgeable on 4-H program issues. Fully informed Directors understand issues and are better equipped to address/make informed decisions. Confidently share areas of experience and knowledge with fellow Directors. Prepare clear and correct reports of Board meetings and activities. Directors will only communicate approved board issues and policy decisions to Association Representatives. Respect colleagues and staff of the 4-H program, acting honestly and truthfully at all times. Date Passed, Amended or Reviewed

7 P a g e 7 Suggested amendments Quality Board 4-H Ontario s governing board will be composed of members who are qualified to do an excellent job and perform to their potential for the organization. The board will actively encourage organization Association Representatives (ARs) to run for Director Board positions. To become a Director: 1. ARs shall not have been employed by 4-H Ontario in the past 5 years 2. ARs shall not have immediate family (i.e. spouse, partner, siblings, parents or children) employed by 4- H Ontario 3. ARs shall not have been dismissed from the role of Director by the Ontario 4-H Council Board of Directors in the past 5 years 4. ARs shall not have resigned from the role of Director of the Ontario 4-H Council Board of Directors in the past 5 years MOTION: Moved and seconded to strike point 1 & 4 of draft policy suggested amendments. MOTION: Moved seconded to accept points 2 and 3 of the draft suggested policy amendments for B- BO-01 Quality Board with additional review of all points for consideration to be held at May 11, ACTION: Further discussion on point 4 of the of policy B-BO-01 Quality Board in May 11 th, 2013 Board of Directors meeting. NEW Policy # B-BO-01 Quality Board Policy 4-H Ontario s governing board will be composed of members who are qualified to do an excellent job and perform to their potential for the organization. The Board will actively encourage organization Association Representatives (ARs) to run for Director Board positions. To become a Director: 1. ARs shall not have immediate family (i.e., spouse, partner, siblings, parents or children) employed by 4-H Ontario 2. ARs shall not have been dismissed from the role of Director by the Ontario 4-H Council Board of Directors in the past 5 years Organizations require people to serve on their Board, as Directors. Being a Director carries specific roles and responsibilities. Organizations grow and prosper when their Board of Directors are committed to the cause and are able to deliver on the following: Date Passed, Amended or Reviewed 2000/ 2005/ H ONTARIO REQUIRES PEOPLE TO SERVE ON ITS BOARD WHO ARE COMMITTED TO THE CAUSE AND WHO ARE ABLE TO DELIVER ON THE FOLLOWING:

8 P a g e 8 Policy # Policy Understand what the 4-H program does in practice. Understand what the current 4-H delivery model involves, and assist in implementing it in their local 4-H Association. Participate in the discussions, keeping in mind the best interests of the provincial 4-H program as a whole. This may, at times, put you at odds with your local association or regional board. Loyal support of the 4-H program. It is detrimental to the health of an organization for Directors to continually position themselves at odds with the policies and procedures of the 4-H program. Decisions of the Board are made and based on collective wisdom of all Directors; therefore it is imperative that all Directors routinely provide input into issues before, during and after Board meetings. Manage the business of the Ontario 4-H Council and the 4-H program. The membership at large entrusts the Directors with the management of the Council. Directors develop policy that is implemented through the Executive Director and staff on a day-to day basis. It is understood that Directors will act in good faith at all times. Act in accordance with the guidelines outlined in 4-H by-laws, policies and procedures. Know and understand the limitations of authority as a Director. Attend and participate in all scheduled meetings (approximately four face-to-face meetings, one training session and teleconferences). Face-to-face meetings include CAM, the spring, summer and fall board meetings, and a training session. Circumstances may arise which mandate extra meetings and/or meetings of the entire Council. Attendance at meetings is strongly encouraged and mandatory for the training session. Participate 100% in meetings as scheduled. Late arrivals and early departures are disruptive to the Board functioning as a cohesive body. Each Director shares an equal responsibility for decisions of the Board. Review all related meeting information (i.e. agendas, supporting materials etc.) in advance of each meeting and be prepared to discuss the business issues arising from these at any time. Ask questions and seek clarification on issues that are unclear. Directors have a responsibility to be aware and knowledgeable on 4-H program issues. Fully informed Directors understand issues and are better equipped to address/make informed decisions. Confidently share areas of experience and knowledge with fellow Directors. Prepare clear and correct reports of Board meetings and activities. Directors will only communicate approved board issues and policy decisions to Association Representatives. Respect colleagues and staff of the 4-H program, acting honestly and truthfully at all times. Date Passed, Amended or Reviewed

9 P a g e 9 8. Discussion / Decision Items 8.1 Council Meeting dates: January date in-person or teleconference Directors discussed the currently held January teleconference Board of Directors meeting to determine the necessity of holding an in-person meeting for the overall engagement and decision making. Wraychel stated that historically the fifth (5) meeting was held as a teleconference to discuss the budget that is now approved at the October Board of Directors meeting. Going forward January reporting can include activities taken place post October meeting that will provide all report expectations as required with regular in-person Board of Directors meetings. John asked the Board of Directors for their comments and feedback on holding an in person meeting for the January timeframe. Summary of Feedback All Directors in agreement that in person ensures overall engagement and focus on topics Full agendas difficult to manage through teleconference Director suggested holding meeting 3 rd week of January Director suggested those who travel further distances/bad weather attend via Skype to keep engaged more effectively MOTION: Moved and seconded that the January Board of Directors meeting be held in-person going forward. MOTION: Moved and seconded to review all policies stating four (4) in person Board of Directors meetings to be updated to state five (5) in person Board of Directors meetings. 8.2 Finance Report Brian O Neill Audited Ontario 4-H Council Financial Statements Auditor Review and Discussion Brian reported on the 2012 year-end audited Ontario 4-H Council financial statements. Brian thanked the members of the finance committee for their time and due diligence in the reviewing process. Highlights RLB Auditors presenting Audited Financial Report at AGM Alumni activities increasing Sponsorship increased $100,000+ $1.8M revenue increase Bad debt is cumulative total of Associations membership debt

10 P a g e 10 o 20 Associations registered for the Financial Health Workshop at CAM $66,000 excess revenue over disbursements Q: Director inquired on the terminology of Canadian 4-H Council flow through funds. A: There is no decision making at the 4-H Canada level on federal grants. They disperse funds amongst the provinces based on membership numbers. 4-H Canada stewards the relationship with the federal government on grants and flow through dollars accordingly. Q: Director inquired on the volunteer support management difference A: Wraychel stated sponsorships for the volunteer support historically was dispersed among different programs and now pooled together. Also included are the increased costs associated with new initiatives such as, the Volunteer Symposiums, travel costs for Membership Coordinator in person database training sessions, and additional costs associated with volunteer in person training requests. Q: Director inquired on inventory line? A: Finance Committee Director stated that the inventory is a line of recognition not previously reported pertaining to Mini Store. Wraychel stated sales have increased therefore; additional inventory held becomes an asset and should be reflected in the financials. MOTION: Moved and seconded to accept the 2012 Year-End Ontario 4-H Council Audited Financial statement Brian further thanked the Finance Committee members for their time and work on the financials throughout the year, the support was appreciated. Brian also noted that the financials will be displayed on the screen at the AGM. Some inconsistencies may be noticed that Brian will note in his financial report to address and ensure clarity. Directors wanted to thank the finance staff for the work, time and efforts in preparing the financial report. Having the additional notes is beneficial for better clarity and is greatly appreciated. John stated a great amount of time has been spent on the financial report to get it in the state of preparedness. Council Directors need to ensure that any errors found are communicated through the proper channels accordingly. Staff is doing their best to ensure information is correct and clear. Wraychel thanked all Directors for their time and questions in preparing the financial report to the point of clarity for overall transparency of the organization, it is greatly appreciated. MOTION: Moved and seconded to make a public announcement of gratitude to Senior Manager, Finance for the work and efforts in preparing the Ontario 4-H Council financial report documents Appointment of designate to bring forth a motion to Annual General Meeting Director appointed to bring forth motion to designate RLB LLP of Guelph as auditors for the 2013 Ontario 4-H Council financial statements.

11 P a g e 11 Q: Director inquired on how long RLP LLP of Guelph has been auditor s for the Ontario 4-H Council. Have there been attempts to put out to tender? Suggestion that a discussion should be considered to potentially tender out bids for auditors of the year-end financial statements to help provide a different perspective. A: Wraychel stated that it has not been put out to tender, RLP LLP of Guelph have provided their services to Ontario 4-H Council for 6 years. The relationship has been beneficial, helping with many aspects of the finances including Ontario 4-H Foundation. Each year they contribute sponsorship towards our golf tournaments as well as other relationship building opportunities, (i.e., board financial training). Tenders have not taken place over the years as the Ontario 4-H Council polices state that only costs over the $10,000 range initiate a tender bid process. ACTION: Finance Committee to discuss the option of tendering for financial Auditors of the Ontario 4-H Council 2014 Year-End financial statements. Q: Director asked on the outcome to the savings from moving the AGM from February to March timeframe. A: Wraychel stated that overall there was a 20% cost savings from last year. However, with additional benefits of providing extra time to prepare financials along with the overall audit process was tremendous. 9. Updates 9.1 Association Representative Teleconference update Wraychel Horne and John den Haan Wraychel reported over the four (4) calls there were thirty-eight (38) individuals in attendance of teleconference with twenty-nine (29) Associations represented. Good conversation on volunteer screening was the key core message delivered. It was communicated clearly that all volunteers must be screened and trained due to risk management and as Federal law states, not just 4-H policy. Director asked if it was possible to determine how many of the Region 4 Committee Associations were in attendance of Association Representative teleconference call. It would be good information to have on hand for point of clarification in the communications section of the session. This is one of the avenues that 4-H Ontario has to communicate to the Associations. Director commented many Associations are getting the messages from 4-H Ontario but are choosing not to communicate it out to the others within the Associations. There has to be ownership on the other end as well. John stated that this is certainly a concern; however, we do not have control over what others choose to do. Having the AR session is a start on having discussions and working through to finding answers to gain better communication for everyone. Director stated that spreading positive action will spur positive results. We need to do our due diligence to ensure that we get the messages out and hope for better results going forward.

12 P a g e H Ontario office relocation update Wraychel Horne Wraychel reported that moving activities are going well; official date of move is Thursday, March 28 th with temporary contact disruption. 4-H Ontario will be officially opened on April 2 nd after the Easter weekend. Staff has walked through the new office and is very excited and looking forward to their new office and working stations. Wraychel further reported that we are continuing to work with the necessary service providers to set up and negotiate the costs and components associated with setup of the new business location (i.e, phones, security, post office, etc.). Q: Director asked how the renovations went, are you happy with the results? A: Wraychel stated that the renovations went very well, very pleased with results and contractors overall work. The accessibility ramp construction will commence in April or when snow pile has melted. Signage will be purchased after the move with quotes in progress from suppliers accordingly. Wraychel noted that the Ontario 4-H Council Board of Directors meeting in May will be held using folding tables and chairs temporarily until a larger boardroom table and proper chairs can be attained. There have been inquiries on when an official Open House will take place. Open House estimated for late September, early October, once signage and all areas of the office set up have been finalized. Anyone is welcome to drop in for a visit and tour anytime. Rockwood Mayor is looking forward to have us in the community, with a meeting to take place once settled. Directors wished staff all the best with the move and looking forward to seeing office in May. 10. Conference and Annual Meeting 10.1 Review of Council s Annual Meeting Agenda John den Haan John led the review of the Annual General Meeting agenda, and asked Directors for their input with regards to changes or clarification. John updated Directors that Bryan Boyle Parliamentarian will be holding elections. Discussions took place with no further clarifications required Review of Conference Agenda Wraychel Horne Wraychel reported that the delegate bag has been purchased this year in bulk to save costs and have for sale in mini store. Wraychel unpacked the delegate bag and described the all contents in detail for Board of Directors clarity. Highlights New governance model visual Annual report fully sponsored by Miller Thompson Resource templates from Alberta 4-H 4-H Canada program Shout out to Ag! Clubs can win $$

13 P a g e 13 Region 5 contributed a Canadian 100 th Anniversary padfolio Delegate listing of everyone attending conference Improved evaluation form as per Region 5 request Ontario 4-H Council Financials All Resolutions and report of operational resolutions Wraychel noted that the Ontario 4-H Foundation year-end financials were not included in the delegate package due to printing costs, noting each AR has received their Foundation letter indicating the balance of their Association Endowment fund and if they wish to withdraw interest; copies of financial will be available a the Foundation AGM for those in attendance. Decision made not to provide copies of financials in all delegate packages was a cost saving initiative, as delegate majority do not attend the Ontario 4-H Foundation AGM. Please note, if delegates request a copy, it will be provided accordingly and be posted to the webiste. Directors requested that paper copies of the Ontario 4-H Foundation year-end audited financial statement be provided in Association Representative CAM packages. ACTION: Provide copies of the Ontario 4-H Foundation year-end audited financial statements to all Association Representatives delegate packages starting in Committee Reports (standing agenda item) 11.1 Resolutions Report Anne Verhallen Wraychel reported on Anne s behalf and stated a full report on all Resolutions (governance & operational) submitted to Resolution Committee are included CAM delegate packages. Wraychel further reported that Anne replied this week as a follow up with Wellington 4-H Association on the resolutions process and recapped that any further information to share regarding the resolutions submitted must be provided to the Resolutions Committee two (2) weeks prior to the AGM. The Ontario 4-H Council Board of Directors will review all the resolutions at their meeting in May and will report back to all the Associations Grievance Report Wraychel Horne Wraychel received one (1) grievance of an Association this week, and will proceed with setting up a meeting after the Ontario 4-H Council Inaugural meeting when a new grievance committee has been established for Nominations Committee Report written report - Shonna Ward Shonna reported on setting prerequisite service timelines for President nominations to the Ontario 4-H Council Board of Directors as provided in the Ontario 4-H Council Board meeting package. John asked Directors to review the nomination report handout and provide their feedback and comments.

14 P a g e 14 Director commented that each person comes to the Board with their own experiences from other Boards, and should have opportunity to be nominated without restrictions. Director stated that some individuals on the Board are restricted in running for the President position due to their employment. Therefore, it may be difficult in some years to attain a President due to the number of years of service with new Directors being elected and outgoing Directors not successful in elections and/or finished terms. Director stated that having the knowledge base of one (1) year service on the Ontario 4-H Council is a definite asset as not all Directors are cognizant on the areas that the Executive needs to address throughout the year. Many Directors are in agreement that having a one (1) year on the board as a Director helps provide the necessary information to feel comfortable in the necessary duties performed by an Executive position such as President. John stated that having one (1) year on the Board helps with the understanding of how the Board works. The work involved can be very time consuming and at times requires immediate attention on time sensitive details of the organization. MOTION: Moved and seconded that Directors to be nominated for President must have served a minimum of one (1) year on the Ontario 4-H Council Board of Directors within the last three (3) years 11.4 Livestock Committee Report None to report 11.5 Executive Director Succession Planning John den Haan John stated Executive Director Succession Planning Committee met to discuss the overall needs with the emergency leadership plan. Information transfer for additional work to 2013 Executive Director Succession Planning Committee to finalize policy. 12. Review of Action Sheets from October 27, 2012 and January 28, 2013 Board Meetings October 27, 2013 ACTION LIST 1. ED Performance Review - Shonna reported this discussion group does not need to continue for 2013 as the policy has been updated and the Executive Director Performance review questions can be reviewed by the Board Evaluations discussion group and available for the October Board meeting package for Director review. The topic of Executive Director Performance Review will be on the October Board meeting agenda by the President. 2. Livestock information packages 3. Setup Survey Monkey Board Meeting Evaluation

15 P a g e Develop Best Practices for Regional Board On-going John reported that this topic requires further discussion and will be on the May Board of Directors meeting agenda 5. Initiate discussions to Board Directors and prepare needs for Director-Community position John reported that discussion was held on January teleconference, with the initiation of Cathy Brothers joining March CAM meeting to work on the expectations. 6. Develop financial template for Associations Working toward finalization further discussions taking place at Association Financial Health Session 7. Send invite to Treasurers, Presidents & Vice Presidents re: Finance presentation at CAM 8. Senior Board Buddies review governance book, hand over to Junior Board Buddies. John requested that Directors hand in books for re distribution to new Board Directors accordingly 9. New Policy Manual Release and to be distributed tomorrow to delegates two (2) binders per Association allocated 10. Move 4-H to new home In progress 11. Communicate to Ministry of Community and Social Services steps taken to comply with AODA 12. Update nomination for President Form to include two (2) signatures 13. Prepare proposal regarding requirements to be nominated for President of Ontario 4-H Council with ongoing discussions taking place at May Board meeting 14. Discuss possible requirement for ARs to have one (1) year experience before running for Council Director Ongoing further discussions to take place at May Board meeting 15. Communicate to Valerie Stone she will return as Ontario Youth Representative for Canadian 4-H Council for another year. 16. Send responses to AR Networking Session (CAM 2012) governance questions to ARs 17. Provide suggested discussion items for AR Roundtable at CAM to Board Members 18. Respond back with ideas/input on roundtable discussion items

16 P a g e Executive Director Performance Review (to be done within 1 st 60 days of the year) 20. Distribute job descriptions to all Directors for feedback 21. Provide feedback on job descriptions to the working group 22. Distribute final version of job descriptions to all Directors January 28, 2013 ACTION LIST 1. Ensure all reference to polices within the job descriptions once finalized are hot linked on the 4-H Ontario website accordingly. In progress, estimated April/May completion 2. Provide Directors with copies of two (2) received s for review Director recommended further discussions take place at the May meeting as good points were made 3. Board Directors to confirm preference topic for facilitation of discussions within AR Networking Session 4. Set timelines for Council Board Directors to review and finalize Association reporting template and presentation for development On-going with more input to finalize request, request to move deadline to August meeting 5. Prepare communication to Associations to notify NO increase of Membership Fees for Secure coach to review Council Board requirements of governance knowledge for Director- Community position and support the May meetings 7. Ontario 4-H Council will communicate back to the Donor via the representatives of the Foundation 13. Reports (new business, questions, comments and concerns only) 13.1 President written report No further discussion. Ontario 4-H Council President s report included in the official Ontario 4-H Council Board of Directors meeting documents and the 2012 Annual Report.

17 P a g e Executive Director written report Wraychel Horne 4-H Ontario Executive Directors written report included in the official Ontario 4-H Council Board of Directors documents. Wraychel provided update on 4-H Jamaica signed Memorandum of Understanding (MOU) with the St. Thomas Parish. 4-H Jamaica have over 70,000 members and host a three (3) day national celebration similar to achievement days each year. This MOU has been in development over the last 3-4 years, with Lyndon Stewart as the first 4-H Ontario representative to visit and discuss the development of the MOU. Recommendation came from 4-H Canada to 4-H Jamaica for a province to connect and start collaboration in sharing resources. Over the last year additional communication has taken place through video conferencing gathering information on programs and resources. 4-H Ontario finds particular interest in the uniqueness of their urban gardens and community engagement areas. Wraychel also reported that wanting to gain a full perspective John den Haan and Shonna Ward have been in attendance on a few of the video teleconferencing meeting along with Marianne Fallis also with a programming perspective. Part of the MOU was the potential to meet in person to see and experience the 4-H activities within each area. Optically, this venture was uncomfortable, as perception would not be favourable without outside financial support. Staff did approach Worldwide Travel organization who has graciously offered sponsorship of two (2) paid roundtrip tickets each year to be used as required as long as an MOU is in place for both Ontario and St. Thomas, Jamaica representatives to visit each other s locations accordingly. It was felt it was critical to assist in securing an equivalent learning opportunity. Jamaica was very keen on having 4-H Ontario attend their national celebrations this year; therefore, travel has been arranged for three (3) attendees for 3 rd week in April. Wraychel has asked Shonna Ward to attend from a Volunteer perspective and Marianne Fallis as part her professional development to see clubs at their level. Accommodations will be covered by 4-H Jamaica, with meetings set up with Jamaican media along with a visit to the Canadian Embassy. The group attending are also set to be the Key Note speakers for this year s Conference. Invitations have been extended to Jamaican delegates to attend the H Ontario Conference and Annual General Meeting. Wraychel asked Directors for questions, comments pertaining to the Executive Directors Report. Directors commented on how exciting the opportunity is to visit 4-H Jamaica and are pleased that sponsorship is secured for travel. Q: Director asked about the targeted marketing for the 4-H Member opportunities, how long in advance has this been initiated? A: Wraychel stated that target marketing is based on different variables depending on event and is planned for distribution well in advance. This is 4-H Ontario s top priority to ensure the message of all events is communicated accordingly.

18 P a g e 18 ACTION: Include Ontario 4-H Council Directors in all ongoing target member opportunity promotions Director commented that they attended DFO meeting over the past week and a concern was raised that no milk products were used at all the PLC camp meals. Wraychel thanked the Director for the input and stated that two meetings with DFO have taken place in the last two months with no mention of this oversight. This will be rectified going forward to ensure sponsorship providers are satisfied year end statistics in advance of the Annual Report release Wraychel reported on the year end statistics as presented in the Ontario 4-H Council Board of Directors meeting package. No further questions presented Operational Plan annual update Wraychel reported on the updates of the operational plan as presented in the Ontario 4-H Council Board of Directors meeting package. Q: Director inquired on past Arbor Award recipients that have not completed their tree planting, what is the process of finalizing? Communication on status of tree planting needs to be provided to the Board of Directors. A: Wraychel stated more diligence is taking place on connecting with the individuals to inquire about planting ceremonies. Will include communication updates in Executive Director report going forward. ACTION: ED report to include updates for Arbor Award recipients 13.3 Ontario 4-H Foundation written report Peter Brown Report included in the Ontario 4-H Council Board of Directors meeting package. No further questions presented Audited Ontario 4-H Foundation Financial Statements Included in the Ontario 4-H Council Board of Directors meeting package. No further questions presented. John suggested that all Council Directors attend the Ontario 4-H Foundation AGM and get to know a Trustee for future Association contact for future endowments Ontario Youth Representative Canadian 4-H Council, Youth Advisory Committee - Valerie Stone Included in the Ontario 4-H Council Board of Directors meeting package. No further questions presented.

19 P a g e H Ontario 100 th Anniversary Committee Wraychel Horne Included in the Ontario 4-H Council Board of Directors meeting package. No further questions presented H Canada 100 th Provincial Champion Darrell Bergsma Included in the Ontario 4-H Council Board of Directors meeting package. No further questions presented H Alberta Leaders Conference attached Cathy Stockdale Included in the Ontario 4-H Council Board of Directors meeting package. Q: Director asked are the Ontario delegates reimbursed for their Alberta expenses? A: Wraychel stated that travel expenses are submitted to 4-H Ontario for payment when requirements have been completed with accommodations covered by Alberta Canadian Report John reported that Shonna Ward has been nominated for Director candidate to run for election to the Canadian 4-H Council Board. Wraychel further reported that Canadian 4-H Council has now adopted a resolution process for the provinces to put forward resolutions. Ontario 4-H Council Board of Directors spoke to the resolutions discussed Thursday evening to have Ontario 4-H Council Board of Directors put forth two resolutions for consideration. Resolution Brief 1. Therefore, be it resolved that the Canadian 4-H Council consider: to amend the motion dated February 16, 2012 to be the National 4-H Canada membership standard age range will be 9-21, although provinces may provide programming for age ranges below and/or above the National 4-H Canada membership standard age range. 2. Therefore, be it resolved that the Canadian 4-H Council consider: to strike a Committee that will engage in an Emergency Leadership Succession Plan for CEOs of Non-profit Corporation training to develop a CEO Succession Plan and policy. Shonna read each resolution in their entirety for Council Director feedback on content, as resolutions are time sensitive and to be submitted within 10 days. No further comments or questions were presented. Tammy Oswick-Kearney withdrew from Director comments due to conflict of interest MOTION: Moved and seconded to submit the two resolutions as presented to the Canadian 4-H Council. MOTION: Moved and seconded to accept reports as presented.

20 P a g e Review of Action Items 14.1 Action Items Recorder/Presenter Shirley Tomlinson 15. Setting of Agenda Items for May 11, 2013 Board Meeting John den Haan Best Practices of Regional Boards discussion Association Financial reporting discussion Debrief of Association Representative session CAM Date and Time for Next Board Meeting Waterloo Inn, Rosedale Room, Waterloo, ON March 23, 2013 at 1:00 p.m. (Inaugural) 18. Adjournment John thanked all Directors for their time and commitment to the Ontario 4-H Council Board of Directors this year and again wished all retiring Directors all the best in their future endeavours and 4-H activities. MOTION: Moved to adjourn meeting. Ontario 4-H Council President Secretary