BCFA Board Meeting Sunday, 2005 March 20, room 105, SportBC Building 1367 West Broadway, Vancouver BC Attendance: Morgan Burke (President), Veronika Ho (VP-Marketing), Patrick Finnigan VTM, David Bakonyi (VP-Elite), Zbigniew Pietrusinski NVF, Laurie Shong VGD, Monica Jacob NDF, Carol Correll BOW, Chris Ho VIC, Dmitry Balashov DYN, Lola Sim (VP-Finance), Rick Reaney LSF, Dan Kamin BYN, Matt Yun (VP-Admin), Jerzy Kajrenius (Technical Director). Attendance, non-participating: Ophelia Kung REN, Joe Lai REN Attendance by audioconference: Robert Smith CAP. Ken Woodward COF, Gillian Shearwater EAF, Bruce Ihara PEC, Brendan Robertson VER. Regrets: Don Wright FsR, John Hunter MFS, Terri Arcand OPS, Joyce Mackenzie SOF, Mona King UBC Call to order: 4:15 pm. Preliminary matter: dispute over President's interpretation of s. 5(i) of the Bylaws, where a member club is defined as "Five or more persons holding current Canadian Fencing Association cards in the 'athletic' category shall constitute a club and the club may apply for Club Membership." This is related to s. 27(2) of the Bylaws, where "The number of directors shall consist of 5 officers of the executive... and representatives from each member club in good standing... " MOTION: BE IT RESOLVED that the BCFA Board shall allow a liberal interpretation of s. 5(i) for the purposes of the 20 March 2005 Board meeting, to allow representatives from clubs that have less than 5 CFF competitive ($80) members to sit as voting directors; and that this interpretation is subject to future review and consideration. Moved by David Bakonyi. FOR: 12; AGAINST: 6. CARRIED. The President interpreted s. 5(i) to mean that only those clubs with 5 or more CFF competitive-level (ie. $80) members could have a representative sit as director on the BCFA Board. Monica Jacob and Carol Correll proposed alternative readings of s. 5(i). At question was the term "Canadian Fencing Association cards in the 'athletic' category", which will require further inquiry. Preliminary matter: request by Monica Jacob to videotape the proceedings. As there was no unaminous consent from the room to allow same, there was no videotaping. 1. MOTION: BE IT RESOLVED that no Extraordinary General Meeting shall be held on 26 March 2005, as called for by Cynthia Fung-Sunter in her email of 11 March 2005, on the basis that proper notice has not been given to the BCFA membership in accordance with s. 60 of the Society Act and Part 12 of the Bylaws. Moved by Matt Yun, seconded by Veronika Ho. FOR: 14; AGAINST: 4; ABSTAIN: 1. CARRIED. Discussion involved the request for an extraordinary general meeting by a petition presented to the executive dated 16 November 2004 (http://www.bcfencing.ca/_Library/docs/petition-Nov04.pdf). Ms. Fung-Sunter's email was not sent to the entire membership in good standing as per Part 12 of the Bylaws; however, the executive did not release individual membership contact information to Ms. Fung-Sunter out of privacy concerns for the individuals. Although Ms. Fung-Sunter has a remedy under s. 59 of the Society Act to obtain a court order to compel the BCFA to hold a general meeting, the executive agreed that new elections should be held as soon as possible to March 26 so that there is no further uncertainty over the executive's mandate. 2. MOTION: BE IT RESOLVED that an Extraordinary General Meeting shall be held on 17 April 2005 at 12:30 pm, wherein the BCFA shall hold elections for the Executive positions of President, VP-Finance, VP-Elite, VP-Admin and VP-Marketing, and that these new elections have the consent of the existing executive officers. Moved by Matt Yun, seconded by Dmitry Balashov. FOR: 11; AGAINST: 3; ABSTAIN: 4. The date of 17 April 2005 was chosen to allow at least 14 day's notice to the general membership, and to allow Manuel Belmonte to act as Scrutineer and Directoire of the meeting. 3. MOTION: BE IT RESOLVED that the BCFA adopt the procedures proposed by Ron Bakonyi, Manuel Belmonte and Matt Yun and as amended (attached to these minutes as "Schedule A") as the rules for conducting the next general meeting (the "Meeting Rules"). Moved by Rick Reaney, seconded by Dmitry Balashov. FOR: 14; AGAINST: 1; ABSTAIN: 2. CARRIED. Following the 19 December 2004 executive meeting, the executive mandated the VP-Admin to obtain the assistance of Ron Bakonyi, a lawyer and long-time BC fencer, to draft a set of rules to conduct the voting and scrutineering at the next general meeting. This was in response to the dissatisfaction over the voting at the last AGM on 30 October 2004. The Board thanked Mr. Bakonyi for his time and help. Discussion topics: a. Address for receiving membership payments and proxy forms will be the registered address at the SportBC building, but will not be stated specifically in the rules as VP-Admin wants to retain the discretion to contract with outside services if there are logistical problems with the SportBC fax number and/or mailbox. b. Proxy forms signed by legal infants (i.e. 18 years or under) will require parent/guardian co-signature. c. Faxed proxy forms. Although faxed proxy forms are not proper in other corporate settings, Ron Bakonyi felt that these would help level the playing field for the members outside the Lower Mainland. If faxed proxies were not allowed, then the out-of-town members would effectively have less time to collect proxies in order to make a mailing deadline. The out-of-town directors were canvassed and all agreed that faxed proxies would be helpful. There was a friendly amendment proposed by Brendan Robertson to allow emailed proxies, subject to the same rules as faxed proxies. Ken Woodward proposed another friendly amendment to fix a single deadline date for both the membership payments and the proxy forms in order to avoid potential confusion, and suggested an earlier deadline date to allow time for confirmation and feedback of any problems with electronically transmitted proxies. 4. BE IT RESOLVED that the BCFA appoints Manuel Belmonte, Canadian Fencing Federation official, to act as Directoire pursuant to the Meeting Rules, and as Scrutineer pursuant to s. 28(10) fo the Bylaws. Moved by Matt Yun, seconded by Veronika Ho. FOR: 13; AGAINST: 1; ABSTAIN: 2. CARRIED. Ron Bakonyi, David Bakonyi and Matt Yun endorsed Manuel Belmonte to conduct the voting at the general meeting. Mr. Belmonte has some independence as he is a CFF official, and is not a member of the BCFA. Further, he is experienced with general meetings at the CFF level. Concerns were raised about his impartiality. 5. MOTION: BE IT RESOLVED that the BCFA prior to the Extraordinary General Meeting of 17 April 2005, Cynthia Fung-Sunter shall have an opportunity to file submissions by 6 April 2005 and the executive officers have an opportunity to file responses by 10 April 2005, to be distributed to the membership via website and/or email, according to a process set by the BCFA webmaster. Moved by Matt Yun, seconded by Morgan Burke. FOR: 14; AGAINST: 3; ABSTAIN: 3. CARRIED. Ms. Fung-Sunter is the author of recent emails, distributed widely in the BCFA, that have raised a number of allegations against the executive officers. These allegations will likely be a topic of discussion at the 17 April 2005 general meeting. In order to allow the general members an opportunity to inform themselves of the issues in advance of the general meeting, written submissions and responses will be filed and made available online for consideration. Ms. Fung-Sunter was named in the motion since she is the author of the emails, but anyone may contact her and help her in drafting her submissions. Mr. Yun suggested that the written material should be limited to a single submission and a single response to avoid having too many submissions before the general membership. There was also discussion regarding the need to allow sufficient time for the general membership to consider the submissions and responses prior to the general meeting. 6. Strategic Issues. Discussion regarding the strategic surveys; 10 responses in total. The responses all shared a common interest in grassroots development. There were also ideas for more tournaments, more certified officials, and transportation to events. Our principal funder, LegaciesNow 2010, requires a 4-year financial forecast, that needs more input from the Society. President also advised that in February 2005, LegaciesNow 2010 changed the funding criteria for Provincial Sports Organizations (PSOs). The objective is that PSOs must become self-sufficient within 5 years. Funding now contingent upon PSOs having at least 750 members and $100,000 in gross revenues. Although the BCFA could probably achieve the $100,000 gross revenue target with the World Cup event in July, the BCFA has approximately 250 members (which has been consistent over last 5 years). BCFA will have to revise its membership strategy to achieve the target. 7. Peter Bakonyi Challenge World Cup Tournament. Awaiting LegaciesNow 2010 project grant. Corporate sponsorships continue to be challenging. Promotional materials are available at the Bakonyi Challenge website, pbinternational.ca. The VP-Elite advised that the tournment budget is $50,000. If the revenue from the grant and the sponsorships is insufficient, the BCFA may have cover the shortfall from the BCFA budget. Gillian Shearwater suggested obtaining charitable status for the BCFA. Meeting adjourned: 6:30 pm. Minutes respectfully submitted by: Matt Yun, VP-Admin 2005 March 28