2018 10C Board of Director Minutes

JANUARY MINUTES
January 9, 2018 at 42 Carden Street (7:00-9:00pm)

Staff: Julia, Joy, Emily
Board: Heather, Anne, Mark, Ben, Crista, Kerry
Regrets: Doran, Lise

  • Electronic Motions from between meetings (Dec 22 email)
    • Motion: To update records to reflect the current 10 Carden Shared Space Board of Directors comprised of the following members.
      • Heather Watt-Kapitain (President/Chair) *Signatory
        • Also 10C rep on 42 Carden Shared Space Board (Chair)
      • Doran Hoge (42) (Acting Treasurer) *Signatory
        • Also 10C rep on 42 Carden Shared Space Board (Chair)
      • Anne Bergen (Secretary) *Signatory
      • Mark Andrachuk (42) *Signatory
        • Also 10C rep on 42 Carden Shared Space Board (Secretary)
      • Ben O’Hara (at large)
      • Crista Renner (at large)
      • Lise Burcher (at large)
      • Moved by Mark, seconded by Ben, all in favour.
  • Motions from January meeting
    • Motion: to approve December minutes. Moved by Ben, seconded by Crista.
    • Motion: To accept the following members to 10C. Moved by Ben, seconded by Anne. All in favour.
      • New members:
        • Ishbell Consulting- Organizational (coworker)
        • Ontario Co-Operative  Association-Organizational
        • Guelph-Wellington Local Immigration Partnership (LIP)-Organizational (coworker)
        • Tim Groves- Individual (coworker)
    • Motion: To accept the staff report. Moved by Heather, seconded by Anne. All in favour.
    • Motion: To extend Mark’s term into 2018, to the AGM.  Moved by Anne, seconded by Heather. All in favour.
    • Motion: To appoint Kerry Daly to the board for a three year term. Moved by Anne, seconded by Ben. All in favour.

FEBRUARY MINUTES
Tuesday February 13, 2018 at 42 Carden Street (7:00-9:00pm)

Staff: Julia, Emily
Board: Heather, Anne, Kerry, Lise, Mark, Crista, Ben
Regrets: Doran
Incoming member: Tracey McGrath [Ingrid von Cube to attend next meeting]

  • Electronic Motions from between meetings (Jan 18 email)
    • Motion: The Board of Directors of both 10 Carden Shared Space and Chalmers Community Services Centre acknowledge that signing officers were authorized to meet on December 22, 2017 and sign all of the relevant legal documents necessary to finalize the first mortgage lending with Vancity Community Investment Bank.
      • Amount of loan: $1,920,000
      • Type of loan: First Mortgage, with acknowledgement of 2nd mortgage Community Bond lending and 3rd mortgage construction lending
      • Funds once transacted to be utilized to discharge existing private financing of $1,200,000 (plus any administrative fees) and to pay final costs to Demikon Construction (including 10% holdback of approximately $300,000). Transfer of funds will be made directly to private financier and Demikon construction.
      • Term of loan: 5 years fixed at 4.1%
    • Further, the board acknowledges that 10 Carden Shared Space and Chalmers Community Services Centre are named as the Covenators of the 42 Carden Shared Space financing, on a joint and several basis and jointly and severally covenant to repay the Loan in full. Both organizations have signed a General Security Agreement (GSA) to reflect this level of involvement/commitment.
    • Moved by Mark, seconded by Crista. All in favour (Mark, Crista, Doran, Anne, Heather)
  • Motions from February meeting
    • Motion: to approve January meeting minutes. Moved by Crista seconded by Mark, all in favour.
    • Motion: to extend Crista’s board term for another year until February 2019. Anne moves, Lise seconds, all in favour.
    • Motion: to accept team report. Moved by Lise, seconded by Kerry. All in favour.
    • Motion to accept new 10C members in team report. Moved by Mark, seconded by Crista. All in favour.
    • Motion to accept Tracey McGrath and Ingrid von Cube as 10C board members for a three year term (February 2018-2021). Moved by Anne, seconded by Heather. All in favour.
    • Motion: In 2018 the board supports using funds (maximum of $25k) towards bringing resources in for capacity fundraising development (i.e., consultant to work with sponsorship team for analysis of potential and lead generation). Moved by Heather, seconded by Mark. All in favour.
    • Motion: The board supports a $600,000 cap on series G&H bonds.
      • Series G and H will be structured as follows:
        Series G: 4% with a 5k minimum
        Series H:  5% with a 15k minimum $300k maximum for Series H
      • The board acknowledges that these bonds are outside the asset value of the building and do not fully solve the financing required for the building. Moved by Anne, seconded by Ben, all in favour.
    • Motion to adjourn. All in favour.

MARCH MINUTES
Tuesday March 20, 2018 at 42 Carden Street (7:00-9:00pm)

Staff: Julia
Board: Heather, Anne, Kerry, Mark, Tracey, Ingrid, Ben
Regrets: Doran, Lise, Crista

  • Motions
    • Motion: To approve the February minutes. Moved by Anne, seconded by Heather. All in favour.
    • Motion: To accept the March team report. Moved by Mark, seconded by Ben. All in favour.
    • Motion: To continue onboarding with Mars SVX for a retail bond offering. The cost is $2500 for review and support costs for the campaign and 2% of the offering. i. Review and Support Fee: $500 to cover review and support costs for the campaign. And ii. Transaction Fee: Two (2) per cent for the first $500,000 raised through the platform and one (1) per cent for any additional funds raised. Moved by Heather, seconded by Tracey. All in favour.
    • Motion: To adjourn. Moved by Anne, seconded by Ben. All in favour.

APRIL MINUTES
Tuesday April 10, 2018 at 42 Carden Street (7:00-9:00pm)

Staff: Julia
Board: Heather, Ben, Crista, Lise, Mark
Regrets: Anne, Doran, Tracey, Kerry, Ingrid

  • Electronic Motions from between meetings
    • Motion: To accept new 10C members in March team report. Moved by Mark, seconded by Doran. All in favour.
  • Did not have quorum; motions deferred to May

MAY MINUTES

Tuesday April 10, 2018 at 42 Carden Street (7:00-9:00pm)

Staff: Julia
Board: Heather, Crista, Anne, Tracey, Kerry, Mark, Ben
Regrets: Doran, Lise, Ingrid

  • Motions:
    • Motion to approve March, April and public 2017 minutes. Moved by Ben, seconded by Heather, all in favour.
    • Motion to acknowledge OTF capital funding for kitchen. Board acknowledges and accepts project from May-December 2018, during which 10C will put in a commercial kitchen as per the grant.  Crista abstains. Moved by Ben, seconded by Heather, all others in favour.
    • Motion to approve new members. Moved by Crista, seconded by Mark. All in favour.
    • Motion to approve April/May team report/ED updates. Moved by Mark, seconded by Ben. All in favour.
    • Motion to approve seeking operating lines of credit of $25k for 10C and $75k for 42 Carden (secured and unsecured) to address ongoing cash flow. Moved by Crista, seconded by Anne. All in favour.
    • Motion to adjourn. Moved by Heather, seconded by Ben. All in favour.

JUNE MINUTES
Tuesday June 19, 2018 at 42 Carden Street (7:00-9:00pm)

Staff: Julia
Board: Heather, Lise, Tracey, Ingrid
Regrets: Kerry, Crista, Anne, Ben, Mark, Doran

  • As there was no quorum, and most people were already on the fundraising committee, we met to brainstorm and plan future fundraising actions and paths ahead. First phase of current work is to finalize Corporate Member package for direct circulation to potential collaborators.
  • Electronic Motions from between meetings
    • Motion: To assist with the building redevelopment financing of 42 Carden Street, Guelph, 42 Carden Shared Space will issue Series G and H Community Bonds available for direct investment by individuals or organizations. A total of $600,000 will be offered with maximums in each category. As 42 Carden Shared Space is a joint venture, both 10 Carden Shared Space and Chalmers Community Services Centre to also acknowledge this motion in their minutes.
      • Series G 4% accrued and compounding semi-annually. 5 year term. Minimum investment $5,000. Series Maximum $400,000.
      • Series H 5% accrued and compounding semi-annually. 5 year term. Minimum investment $15,000. Series Maximum $300,000
      • Moved by Heather, seconded by Mark. [All in favour pending emails].

JULY MINUTES

Tuesday July 10, 2018 at 42 Carden Street (7:00-9:15pm)

Staff: Julia
Board: Heather, Lise, Crista, Anne, Kerry, Mark
Regrets: Ingrid, Tracey, Ben, Doran

  • Motions:
    • Motion to approve May and June minutes. Moved by Crista, seconded by Mark. All in favour.
    • Motion to approve all members with exception of one pending follow-up for board review.  Moved by Anne, seconded by Kerry. All in favour.
    • Motion to approve June team report/ED updates. Moved by Crista, seconded by Mark. All in favour.
    • Motion to approve July team report/ED update. Moved by Lise, seconded by Crista. All in favour.
    • Motion to approve community supporter/city builder package. Moved by Crista, seconded by Lise. All in favour.
    • Motion to acknowledge receipt of Doran Hoge’s letter resigning from the 10C board. Moved by Crista, seconded by Heather. All in favour.
    • Motion to appoint Dan Lovero to the 10C board for a three year term. Moved by Anne, seconded by Mark. All in favour.

AUGUST MINUTES

Tuesday August 14, 2018 at 42 Carden Street (7:00-9:00pm)

Staff: Julia
Board: Crista, Mark, Kerry, Anne, Dan, Heather, Amy (incoming member)
Regrets: Ingrid, Tracey, Ben, Lise

  • Motions:
  • Motion to approve the July minutes. Moved by Mark, seconded by Crista. All in favour.
    • Motion to approve new members to 10C. Moved by Kerry, seconded by Dan. All in favour.
    • Motion to approve board report for July. Moved by Anne, seconded by Heather.  All in favour.
    • Motion to appoint Amy Kipp to the 10C board for a period of 2 years, and as a representative and secretary to the 42 Carden board. Moved by Heather, seconded by Mark. All in favour.
    • Motion to appoint Ian Digby to the 10C board for a period of 3 years. Moved by Anne, seconded by Crista. All in favour.  

SEPTEMBER MINUTES
Tuesday Sept 11, 2018 at 42 Carden Street (7-9pm)

Staff: Julia
Board: Anne, Heather, Amy, Dan, Kerry, Ben, Ian Digby (new member)
Regrets: Crista, Ingrid, Mark, Tracey, Lise

  • Motions by email (between meetings):
  • Motion to reduce the minimum investment for series A Bonds from $5000 to $2500 and to revise the interest terms to be paid semi-annually during the term of the bond, in order to increase accessibility of these bonds. Moved by Kerry, seconded by Ben. All in favour.
  • Motions:
  • Motion to approve the August minutes. Moved by Ben, seconded by Kerry. All in favour.
    • Motion to approve new members to 10C. Moved by Dan, seconded by Heather. All in favour.
    • Motion to accept Mark Andrachuk’s resignation from the 10C board. Moved by Anne, seconded by Heather. All in favour.
    • Motion to approve board report for August. Moved by Kerry, seconded by Dan.  All in favour.
    • Motion to adjourn. Moved by Dan, seconded by Amy. All in favour.

OCTOBER MINUTES
October 9th, 2018 at 42 Carden Street; 7-9pm

Staff: Julia
Board: Heather, Kerry, Crista, Ben, Ian, Dan, Amy, Ingrid, and Tracey
Regrets: Lise and Anne

  • Motions:
    • Motion to accept September Minutes: Moved by Crista, seconded by Dan. All in favour
  • Motion to accept new members. Moved by Crista, seconded by Tracey. All in favour

NOVEMBER MINUTES
November 13th, 2018 at 42 Carden Street; 7-9pm

Staff: Julia
Board: Kerry, Amy, Crista, Ian, Lise
Regrets: Dan, Heather, Tracey, Ingrid, Ben, Anne

  • The board did not have quorum, as such motions were moved to the December board meeting

DECEMBER MINUTES
December 11th, 2018 at 42 Carden Street; 7-9pm.

Staff: Julia
Board: Ben, Dan, Crista, Heather, Kerry, Amy, Ian, Tracey

  • November Motions:
    • Motion to accept October Minutes. Moved by Kerry, seconded by Dan. All in favour.
    • Motion to approve new members for September-October. Moved by Heather, seconded by Dan. All in favour.
    • Motion to accept board report for September-October. Moved by Heather, seconded by Dan. All in favour.
  • December Motions:
    • Motion: to accept that Anne has finished her term with the board. Moved by Dan, seconded by Ben. All in favour
    • Motion: to accept that Ingrid is stepping down as a board member. Moved by Heather, seconded by Ben. All in favour.
    • Motion to accept November Minutes. Moved by Ian, Seconded by Kerry. All in favour.
    • Motion to approve new members for November. Moved by Ian, Seconded by Tracey. All in favour.
    • Motion: for Kerry to take on role of vice-chair until 2018 AGM. Moved by Ben, seconded by Tracey. All in favour.