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(Minutes for
the Board
Meeting
of Thursday, July 19, 2001)
Status: APPROVED
ATTENDING:
Gerald Dorge, Chairman of the Board
Sean Murray, President
Clark Pepper, First Vice-President
Joyce Webster, Treasurer
Heather Dickson, Corporate Secretary
Peter Kvarnstrom, BCYCNA
Juanita Gibney, BCYCNA
Coleen Campbell, AWNA
Barry Hibbert, AWNA
Bruce Penton, SWNA
Lana Meier, MCNA
Jim Cumming, OCNA
Fred Heidman, OCNA
Paul MacNeill, ACNA
REGRETS: Robin Morris, OCNA; Gary Struth, MCNA
OBSERVERS: Brian McCristal, BCYCNA; Lynn Hennigar, ACNA
ASSOCIATION DIRECTORS: George Affleck, BCYCNA; Dennis Merrell, AWNA; John Chomyn, SWNA; Rick Major, MCNA; Don Lamont, OCNA; Greg Duncan, QCNA; Kathy Hannigan, ACNA.
STAFF: Serge Lavoie, Executive Director; Tina Ongkeko, Managing Director; Patrick Moore, Communications Manager.
Call to order
Gerry Dorge called the meeting to order at 9:05 a.m. and asked for approval of the agenda.
MOVED BY Clark Pepper, moved by Joyce Webster THAT THE AGENDA BE APPROVED AS CIRCULATED.
CARRIED
Approval of minutes of April 27/28, 2001 meeting
MOVED BY Joyce Webster, seconded by Heather Dickson THAT THE MINUTES OF THE APRIL 27-28 2001 BOARD MEETING BE APPROVED AS CIRCULATED.
CARRIED
In camera session
An in-camera meeting was held, with the Executive Director in attendance. No motions were forthcoming.
TreasurerÆs report
Joyce Webster presented the six month engagement report prepared by the associationÆs auditors. Serge was asked to review some of the major items. Most budget items were tracking on budget. ComBase was the single largest unbudgeted item and was creating some stress on cash flow. CCNA is investing up to $90,000 of its reserve funds in ComBase. The remainder is to come from proportional contributions from regional associations. To improve cash flow it had been necessary to cash in an investment certificate early.
Serge indicated that the sudden change in bookkeepers had created some difficulty in tracking revenues and expenses. The auditor had found no serious problems with the accounting but did suggest some procedural changes which were now being implemented.
As a general comment Serge reminded directors that CCNA had been pursuing a policy of investing its reserves in projects of value to members. This has been the correct policy but the association is now at the point when it needs to renew its reserves to ensure that there are adequate funds for normal operations.
IT WAS MOVED BY Paul MacNeill, seconded by Sean Murray THAT THE EXECUTIVE COMMITTEE EXPLORE AVENUES FOR INCREASING THE RESERVE FUNDS HELD BY CCNA.
CARRIED
Convention overview
Tina Ongkeko gave an overview of the events of the upcoming three days. Overall attendance is lower than expected but increased sponsorships have helped to balance the budget. The conference is now expected to break even at best or to show a small loss. Attendance declines are in all categories, especially publisher delegates and their families.
Serge pointed out that this was a continuing trend and that several factors seemed to be contributing. An earlier study conducted by CCNA indicated that those members not currently attending the conference had no interest in doing so in its present form. It was suggested that now was the time for a complete review of the conference.
MOVED BY Sean Murray, seconded by Bruce Penton THAT THE CCNA EXECUTIVE COMMITTEE CONDUCT A THOROUGH REVIEW OF THE NATIONAL CONVENTION AND MAKE RECOMMENDATIONS TO THE BOARD BASED ON COMMUNICATIONS WITH MEMBERS. A REPORT SHOULD BE CIRCULATED TO THE FULL BOARD PRIOR TO THE NOVEMBER 2001 MEETING.
CARRIED
Executive committee report
Sean Murray reported that the Executive Committee had held several meetings concerning the incorporation of the new readership bureau and had taken several actions as a result. Following on the recommendations of studies commissioned by the Readership Task Force, the Executive directed Serge to seek legal counsel to incorporate a separate legal entity to be governed by a tri-partite board of directors.
CCNA has created a new corporation, with share equity, named Community Newspaper Database Corporation. CCNA will hold all of the voting shares but will exercise those voting privileges only in extreme circumstances. The intent is to leave the governance of the new corporation to an independent board which will have its own nominating process.
In addition, an application has been filed to register ComBase as a trademark to signify both the name of the research product and the operating name of the corporation.
Directors reviewed the proposed bylaws and suggested changes to clarify voting procedures.
MOVED BY Jim Cumming, seconded by Fred Heidman THAT THE BOARD RATIFY THE ACTIONS OF THE EXECUTIVE COMMITTEE REGARDING THE INCORPORATION OF THE Community Newspaper Database Corporation AND THE TRADEMARK APPLICATION FOR ComBase.
CARRIED
ComBase Update
Jim Cumming reported on the work of the Readership Research Committee and the special Tripartite Committee guiding the ComBase pilot phase. All aspects of the project are on track. The pilot study will go to the field in mid-September with data available in late January of 2002.
Work will begin shortly on developing long term costing and pricing estimates for the national roll-out of the project. The tripartite committee is recommending a February start to the national study in order to have data in time for the 2003 budget year.
Serge presented a preliminary budget for the pilot phase, stressing that costs remained fluid as a final contract has not been signed with Thompson Lightstone, the research firm conducting the study. The current budget shows total costs of about $390,000 up until May 2002. This includes all overheads, travel, committee costs and research. CCNA will provide the first $90,000 from its reserves while the regional associations will be asked to contribute based on the funding formula.
MOVED BY Jim Cumming, seconded by Barry Hibbert THAT THE PRELIMINARY BUDGET FOR COMBASE BE APPROVED WITH ANY REVISIONS TO BE APPROVED BY THE CCNA BOARD OR EXECUTIVE.
CARRIED
Jim Cumming also reported that his committee had discussed the need to develop a publicity and promotion plan for ComBase to ensure that the industry knew about it and that communications were properly coordinated and focused. He believed that the best approach was to have the input of the Industry Promotion Working Group.
MOVED BY Jim Cumming, seconded by Heather Dickson THAT AN INFORMATION POLICY BE DEVELOPED FOR COMBASE BY THE INDUSTRY PROMOTION WORKING GROUP.
CARRIED
Staff report
Serge referred directors to his written report and made himself available to answer questions. He highlighted the newly released membership database which is now available online at the association web site. The members will be introduced to the database during the annual general meeting.
There was some discussion of the Junior Citizens Awards, now renamed the Young Community Builders Awards. Heather reported that a presentation will be made to members on Friday morning at the convention. The committee is still awaiting word on a major sponsor. There was discussion of the name change. Heather explained that the name had been changed to incorporate the word community and thus make a better tie into community newspapers.
Review of annual reports
Directors were referred to the printed annual reports which were being circulated to members at the annual meeting and subsequently mailed across the country.
MOVED BY Peter Kvarnstrom, seconded by Lana Meier THAT THE ANNUAL REPORTS BE RECEIVED AS CIRCULATED.
CARRIED
CCNA convention schedule 2003 and beyond
Serge reviewed the convention rotation of the past few years and reported that after Halifax in 2002 it should then be British ColumbiaÆs turn. Thereafter the conference should go to Ontario for 2004, Alberta for 2005 and Manitoba for 2006. An earlier board motion did not follow this rotation, for some reason.
Peter Kvarnstrom and Juanita Gibney both expressed the interest of their board to hosting the national conference in 2003.
MOVED BY Peter Kvarnstrom, seconded by Juanita Gibney THAT BCYCNA HOST THE 2003 CCNA NATIONAL CONVENTION.
CARRIED
In camera session
An in-camera session was held with no motions forthcoming.
Adjournment
MOVED BY Clark Pepper, seconded by Joyce Webster THAT THE MEETING BE ADJOURNED.
CARRIED