BOARD OF DIRECTORS MEETING MINUTES

BOARD OF DIRECTORS
MEETING MINUTES
Sunday December 2 nd , 2012 7:30pm ET
Present:
Board Members: Robert (Bob) Diewold (President), Laura Garrett (Director), Keith Kendal (Director), Chrystian
Gauvin (Director), Lindsay Patten (CoP), Bob Groff (CoP), David Wilkin (Director), Ed Evelly (Vice President)
Also Attending: Nancy Black (Executive Director), Bette El-­‐Hawary (Executive Assistant), Robyn Ouimet (Internal
Relations)
Regrets: Jennifer Power-­‐Hawrylak (Secretary), Glen Mehus (Director)
1. Call to Order
The Chair (Bob Diewold) called the meeting to order at 7:32pm ET.
2. Board Operations
a. Approval of December 2 nd Agenda
Motion B12:12:01 (Gauvin/Kendal) to approve the Agenda with the following addition:
-­‐Board Roles & Responsibilities under 4a.
-­‐Meeting Times under 9.
Carried.
b. Review/approval of October 21 st 2012 MSC Board of Directors Meeting Minutes
Motion B12:12:02 (Evelly/Groff) to approve the Minutes of the October 21 st 2012 meeting as circulated.
Carried.
c. Business arising from Minutes
Nationals Committee Report-­‐ Item #5
World’s Update-­‐ Item #6
Super Teams-­‐ Item #7
Committee Terms of Reference-­‐ Item #4
d. Correspondence
None
e. Chair Report-­‐ Bob Diewold
Bob apologized for not having a written report in advance, he has been pre-­‐occupied with a recent
knee surgery. His time has been spent reviewing the by-­‐laws and governance items that are
being discussed later on the Agenda.
3. Management Reports
a. Executive Directors Report-­‐ Nancy Black

Report Circulated in advance (Nancy Black)
-­‐ Comments/Discussion on the Zoomer Report that was circulated
MSC Strategic Plan Rollout
-­‐ PMO Development is improving, thanks to everyone for participating in the Survey that was
conducted. Further discussion will take place at the February Board Meeting.
-­‐The Financial side still needs some updating, thanks to Keith Kendal for his work on the financial
management and input on the strategic plan.
-­‐Nancy thanked Dave Wilkin, Robyn Ouimet, Susan Hall (Ottawa volunteer) and former Executive Director
Lindsay Patten for their incredible support in the process of the Strategic Plan development. Thanks as well
to all Board members for input and direction. Next steps are for Board members to correspond, if needed,
with Nancy for input on plan prior to the January Board meeting.
-­‐Coach development pilot will be ready in March.
Motion B12:12:03 (Wilkin/Evelly) to approve the Executive Director Report as presented. Carried.
b. Internal Relations Manager Report-­‐ Robyn Ouimet
Circulated in advance (Robyn Ouimet)
→ Robyn highlighted some key areas within her report. The video was forwarded to all Board Members,
PSO’s, and PMO’s on Friday. Ed showed the video while he was in Russia and it was well received.
Motion B12:12:04 (Garrett/Groff) to approve the Internal Relations Manager Report as presented. Carried.
c. Financial Report – Keith Kendal
Circulated in advance (Keith Kendal)
Motion B12:12:05 (Garrett/Gauvin) to approve the Financial Report as presented. Carried.
4. Board Governance
a. Board Roles and Responsibilities-­‐ the MSC Board is a governance board, the staff handles the
operations. Committee Terms of Reference outline whom the various committees report to; in some
cases Committees are to report to the ED, however they are reporting to the Board. Discussion on
some of the current Committees that should go to the ED for review/approval. It was agreed that item
5 (Nationals Committee) be deferred until the ED has reviewed the report/recommendations. The
Governance Committee will be re-­‐convened with the following members: Lindsay Patten (Chair), Nancy
Black, Dave Wilkin, Bob Diewold (Ex-­‐Officio).
Motion B12:12:06 (Garrett/Wilkin) to approve the Governance Committee members as presented. Carried.
b. 2012 MSC Face-­‐to-­‐Face Meeting Follow-­‐Up-­‐ Nancy will work with SNC to see how MSC will move
forward with future joint face-­‐to-­‐face meetings. Feedback from the Winnipeg meetings has been
positive.
c. Amended MSC By-­‐Laws-­‐ the by-­‐laws will move forward in a two-­‐step process. The first step is approval
of the draft bylaws that were circulated in preparation for this meeting. Changes include changes to
the voting classes and removal of the CoP concept. Once the Board endorses these by-­‐laws they will
go forward to the membership for approval at a Special Meeting or Annual General Meeting in the
Spring of 2013. These by-­‐laws would be submitted to Corporations Canada for approval, once
approved the Bylaws will be further amended to conform to the new NFP Act (Step 2). These will be

approved by the Membership (AGM or Special Meeting) in the fall of 2013. Subsequent to that
approval, the Bylaws plus the Articles of Continuance will go to Corp. These will go to the Governance
Committee for their review (they will work with Steve Indig who has developed them); they will come
back to the Board in January for review.
d. 2013 MSC AGM
→ Date/Location-­‐ Discussion on pros/cons of timing of meetings and the number of meetings required in
2013. The Governance Committee will review this and report back to the Board in January.
→ Nominations Process-­‐ Bette oversaw the 2012 MSC Board nominations; Bob and the Board were
pleased with this process. Bette is happy to continue this process; however the Governance
Committee will review the current policy and amend as required for presentation at the January
meeting.
e. MSC Committee Terms of Reference
→ Nancy stated that there have been some revisions to the Operational Committees; those have been
modified and posted.
5. MSC Committee Reports
Nationals Committee:
Deferred.
6. World’s Update-­‐ Ed Evelly, FINA Rep.
Circulated in advance (Ed Evelly)
7. Super Teams-­‐
Deferred.
8. New Business-­‐
None.
9. Next Meeting
7:30pm Eastern Time January 13, 2013
10. Adjournment
Motion B12:12:07 (Garrett) to adjourn the meeting at 9:40pm ET.
Jennifer Power-­‐Hawrylak
Secretary.