Minutes of the Meeting of the Management Committee of Probus Club Vancouver Held at The

Draft 9 August 2010 EFH

Minutes of the Meeting of the Management Committee of Probus Club Vancouver held at the Vancouver Lawn Tennis & Badminton Club, 1630 West 15th Avenue, Vancouver, British Columbia on Wednesday 4 August 2010 at 9:30 AM

Present:

Nick Thornton George Adams Jon Collins Ted Horsey Doug Lambert Don Newman Bill Robertson David Scott Bill Sexsmith Gordon Thom Roy Williams

1. Calling Meeting to Order. President Nick Thornton called the meeting to order at 9:30 AM. Ted Horsey acted as Secretary to the meeting. A quorum of members being present the Chairman declared the meeting properly constituted for the transaction of business.

2. Minutes of Meeting of 1 June 2010. ON MOTION DULY MADE SECONDED AND CARRIED UNANIMOUSLY the Minutes of the Meeting of 1 June 2010 be approved.

3. Nominating Committee. Chairman George Adams said that the Nominating Committee proposed to nominate the following persons for election at the September meeting to the offices specified after their names: Bill Sexsmith President, Nick Thornton Past President, Don Newman Vice President, Brian Wasson Secretary, Wayne Audette Treasurer, David Scott Chairman Speakers Committee, Conrad Rademaker Chairman Membership Committee, Bill Robertson Chairman Activities Committee, Doug Lambert Chairman House Committee, Roy Williams Newsletter, Jon Collins Chairman Membership Services Committee, and Gordon Thom Historian and Archivist. He stated that only two deputies had been appointed: Bill Weatherall as Newsletter Deputy, and Don Farquhar as Deputy Historian and Archivist. ON MOTION DULY MADE, SECONDED AND CARRIED UNANIMOUSLY IT WAS RESOLVED THAT the nominations proposed by George Adams and his nominating committee be approved. George Adams said that he expected those nominated would ensure that their deputies were appointed forthwith after their election at the September meeting.

4. Speakers Committee. Chairman David Scott presented a list including the proposed future 2010 and 2011 speakers as follows: 10 August Brian Riddell, the CEO of the Pacific Salmon Foundation; 14 September R. Silvester, the CEO of the Port of Vancouver; 12 October Bob Lenarduzzi of the Vancouver Whitecaps; 9 November John MacDonald CEO of Day4 Energy; 14 December Dianne Watts Mayor of Surrey; 11 January Dr. Art Hister, subject to availability of an appropriate venue for the Presidents' Luncheon, perhaps the RiverRock Casino, and perhaps on another date close to 11 January 2011; 8 Feb Jim Hogg Medical researcher; 8 March Merran Smith Senior Associate Tides Canada and Art Sterritt Executive Director Coastal First Nations. It was the consensus of the meeting that introductions and thanks to speakers should be no longer than one minute, and that it was unnecessary for those introducing speakers to repeat biographical information contained in the Newsletter.

5. Membership Committee. Chairman Don Newman advised that George Adams, who has managed the membership spreadsheets since 1997 has asked the Membership Committee to take over this function. He said that the proposed new chairman, Conrad Rademaker would search for a member to do this, and to join the Membership Committee. Don gave the following membership statistics: Waiting List - 0; New Members joining from September 09 to August 10 - 32; Active Members - 393, Inactive Members - 14. Average meeting attendances (and ranges of numbers attending) are as follows: 2003 - 132 (93 - 170), 2006 - 141 (99 - 170), 2009 - 167 (119 - 236), and 2010 - 175 (131 - 213). The average number of members were as follows: 2003 - 280, 2006 - 354, 2009 - 384, and 2010 (January to June) 393. The Membership Committee recommended that the Management Committee consider the following matters: (a) Re-open for Membership Applications. In the short term reopen membership application with intake of new members limited to the number of members lost by yearly attrition (approximately 25 per year); the goal being to maintain an active, dynamic, thriving but not growing membership. It was the consensus of the meeting that applications for membership be accepted, with notification to be given in the Newsletter, to be posted on the Club website and those on Don Newman's list to be so notified on a timing basis that no one be given advance notice. The number of new members to be admitted should be limited to the numbers ceasing to be members, unless and until a new meeting venue can be found that will accommodate the number of members expected to attend the meetings. It was suggested, due to the shortage a members willing to serve on committees of the Club, that membership applications be revised to state that all members are expected to participate in the management of the Club by volunteering to join committees.

(b) Not Accepting Applications from Persons Residing in North or West Vancouver. It was the consensus of the meeting that the Club should not refuse applications for membership from persons residing in North Vancouver or West Vancouver.

(c) New Venues. Create a subcommittee to explore all possible meeting venues - the goal to a have a venue that will allow for and not constrain the future growth of membership numbers. It was the consensus of the meeting that this matter be considered by the new Management Committee to be elected in the September 2010 meeting.

(d) Long Term Future of Probus Club Vancouver. Create a subcommittee to consider long term future of Probus Club Vancouver, including but not limited to considering geographic residence requirement for membership, and creating a second Probus club for Vancouver residents. It was the consensus of the meeting that this matter be considered by the new Management Committee to be elected in the September 2010 meeting.

6. Activities Committee. Chairman Bill Robertson advised the meeting that the next two organized activities are: (a) Coal Harbour Walking Tour on Tuesday 24 August 2010, for which 19 members have signed up out of a permitted number of 30, and (b) SFU - Woodwards Tour on Thursday 16 September, for which 24 members had signed up out of a permitted number of 45. Bill said that new members were needed on the Activities Committee, that there were 6 - 8 activities per year, and there were now 6 members. Each member organizes a specific activity. On average, about 5% of our members participate in each planned activity.

7. Probus Rendezvous 2011. Bill Sexsmith, a member of the committee organizing Probus Rendezvous 2011 advised the meeting that plans for the meeting were preceding well. They are now meeting once a month. The plans have changed to have a 2-day, rather than a 3-day meeting. They are planning for 300-400 registrants. The convention hotel is the Sheraton Wall Centre. Probus Club Vancouver is to have no liability for costs of the meeting.

8. Budget. Treasurer Wayne Audette had circulated the proposed Probus Club Vancouver budget for 2010 / 2011. The Chairman asked for comments. Website Manager Jon Collins said that he thought that $2400 was a little low for website maintenance, but that he would try to make arrangements so that certain persons could input certain items on the website directly, without going through Sophia. It was the consensus of the meeting that the proposed budget should have an additional $1,000 for Website Operations, and that the annual fees should be increased to $50 per member, and there should be $2,500 added to the budget to cover the costs of the probable incorporation under the Society Act (British Columbia).

9. Directors and Officers Liability Insurance. Prior to the meeting Treasurer Wayne Audette circulated a memo with his views of risk management and insurance for the Club, recommending that the Club:

(a) Proceed as quickly as possible with incorporation under the Society Act (British Columbia), likely looking at a onetime fee of say $2000, and a few hundred dollars per year in on-going administration costs; we will need to communicate with Probus Centre.

(b) Have an independent person determine whether or not our existing liability insurance coverages ($7 million in total) are adequate.

(c) Do not yet proceed with acquiring Directors and Officers Liability Insurance. Instead, have the incorporated Club provide indemnification to the Management Committee members. Have a knowledgeable insurance professional confirm that is sufficient.

(d) Appoint a member of the Management Committee (perhaps the Secretary) with the requisite skills and experience to oversee all Club insurance issues. That is, include it as a specific job responsibility.

Ted Horsey reviewed the existing insurance coverage for the Club and Club members, which (subject to his review of certified copies of the policies) are:

(a) $5,000,000 general liability policy (including legal defense costs) issued by Cooperators General Insurance Company through Probus-Centre Canada Inc., and

(b) $2,000,000 general liability policy (including legal defense costs) issued by Aviva Insurance Company of Canada, with similar terms to the $5,000,000 policy but in addition naming the City of Vancouver and the H.R. MacMillan Space Centre and others as named-insureds, and probably paying Probus Club Vancouver up to $2,000,000 it might be obliged to pay to the City of Vancouver under a covenant for indemnity under our rental agreement for the H.R. MacMillan Space Centre. This policy was required by the City of Vancouver.

There is no directors and officers liability Insurance in place, that this type of insurance in mainly to indemnify directors and officers for claims against them for pecuniary loss (and legal defense fees) resulting from any imprudent decisions and actions. Because our Club has no substantial income, expenditures or assets, it is unlikely that any substantial pecuniary loss or claims would arise.

Probus Club Vancouver is an unincorporated association, and as such it members are liable, jointly and severally for the debts and other obligations of the Club. Ted then told of a scenario of possible events, losses, claims and results that could arise with respect to insurance and indemnity. In response to questions, Ted said that his personal views are:

(a) that it would be advisable for our Club to incorporate under the Society Act (British Columbia) so members would not be liable for debts and other obligations of the Club. This would require the consent of Probus-Central Canada Inc., the approval of our members, and further confirmation of feasibility.

(b) that directors and officers liability insurance would cost about $1500 per year and was probably not worthwhile, but that the success of our Club is dependent upon our competent directors and officers (that is, the members of the Management Committee), and that if any of them felt uncomfortable without this insurance, we should get it. The cost would be about $3 per member per year.

(c) instead of directors and officers insurance, our Club should enter into a simple form of indemnity agreement (including payment of legal costs) with each member of the Management Committee. This would not be worth much in view of limited liability of members and our Club's meager assets, but would create an obligation to indemnify.

(d) that a member of the Management Committee should be in charge of risk management, including insurance, and should have a committee to help him. Ted will not be on the Management Committee next year, but is prepared to be a member of that committee.

ON MOTION DULY MADE, SECONDED AND CARRIED UNANIMOUSLY IT WAS RESOLVED THAT incorporation of our Club as a society under the Society Act (British Columbia) be approved in principle, subject to approval of our members and of Probus-Central Canada Inc.

10. Next Meeting. The next meeting will be on Tuesday 5 October 2010. Nick Thornton said he could probably arrange for the Vancouver Lawn Tennis & Badminton Club to be available for these meetings.

11. Thanks. Nick Thornton thanked all members of the Committee for their work during the year.

There being no further business, the meeting then terminated.

______Nick Thornton, Chairman

______Ted Horsey, Secretary