Minutes of the Board of Directors Meeting

Minutes of the Board of Directors Meeting Date: Time: Location:

September 18, 2012 4:00 – 6:00 pm WindsorEssex Economic Development Corporation

Present: Joe Byrne, Chair Shelley Fellows, Vice Chair Mike Mueller

Lindsay Boyd, Past Chair Mayor Eddie Francis Jim Lynn (via conference call)

Ron Gaudet, CEO Warden Tom Bain

Absent: Dave Cooke

Mike Robinson

Roy Verstraete

WEEDC staff: Karolyn Hart, VP Tracy Pringle, Director

Rakesh Naidu, VP Sabrina Demarco, Exec Dir Lee Anne Damphouse, Board Liaison

The Board meeting began with an In-camera session called by the Chair, Joe Byrne at 4:10 pm Call to order The regular board meeting was called to order by the Chair, Joe Byrne, at 5:10 pm. 1.0 Declaration of Conflict of Interest None. 2.0 Approval of Agenda Moved by Mike Mueller, seconded by Tom Bain, to accept agenda as presented. Carried. 3.0 Approval of Meeting Minutes of last Board Meeting Moved by Mike Mueller, seconded by Tom Bain to accept minutes from the July 18, 2012 Annual General Meeting as presented. Carried. 4.0 Board Reports and Committee Business 4.1 Board Chairperson’s Report The Chair, Joe Byrne gave a brief update and short discussion on the minutes from the July 18, 2012 Annual General Meeting. Moved by Lindsay Boyd to accept the Chairperson’s Report as presented, seconded by Shelley Fellows. Carried. WEEDC Board Meeting Minutes – September 18, 2012

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4.2 CEO’s Report The CEO, Ron Gaudet, discussed the CEO Report and gave updates on all WEEDC departments’ activities. Business Development Projects and 2 current open positions within the WEEDC were discussed. 5:14 pm – Jim Lynn joins the board meeting via conference call Tracy Pringle provided a 30 minute presentation on Supply Chain Development to the Board. Moved by Lindsay Boyd to accept the CEO’s Report, seconded by Shelley Fellows. Carried. 4.3 Committee Reports - Governance Shelley Fellows tabled for discussion the revised WEEDC Board Organizational Chart with related Board committees. The Governance Committee recommends the following: That the Board accepts the newly formed Executive Committee made up of Board Executives (Chair, Past Chair, Vice Chair, Secretary, Treasurer, CEO) to meet monthly – affectively dealing with operational side of the organization. New Terms of Reference were presented. That the Board accept the newly formed President’s Council (Chair, Past Chair, Vice Chair, Mayor Eddie Francis – City Funder, Warden Tom Bain – County Funder , CEO) to meet quarterly – effectively dealing with development projects, business attraction, and stakeholders issues for the Region. Formerly the Executive Advisory Committee, with updated Terms of Reference. Recommended that the WEEDC Board scale back to six (6) meetings per year as follows:  4 Regular Board Meetings  1 Annual General Meeting  1 Board Planning Session Reasoning being that the Board Committees also meet throughout the year on a regular basis. Comments on the Governance Committee recommendations were as follows: Tom Bain – does not see a need for the formation of a President’s Council – feels there would be redundancy – still prefers monthly board meetings with less meetings in the summer months. Wants to keep Executive Advisory Committee in place. Lindsay Boyd – Board and Executive meetings would work well. Prefers regularly monthly meetings, but also would like to scale back in the summer months. Still sees value in monthly meetings, especially with new members on board. Ron Gaudet – There are specific Terms of Reference for each new proposed committee, so there would be no redundancy. Ron suggested the Board refer to the day’s handout, “The Imperfect Board Member.” What the Governance Committee is proposing is typical Board Structure. Jim Lynn noted that his organization recently did away with their Executive Committee and their board is “fully engaged”. He also recommended that Board Members read the book, “The Imperfect Board Member”. Mike Mueller feels if the Board stays with regular monthly meetings, that there would not be a need for the Executive Committee. The CEO and the Executive Members of the Board could WEEDC Board Meeting Minutes – September 18, 2012

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always meet on an ad hoc basis if need be. Mike suggested that the Governance Committee regroup and come back to the Board with 2 alternatives, with pros and cons, to the next scheduled Board meeting – then a decision can be made. Shelley Fellows then discussed recent Board Orientation for the 2 new Board Members, Jim Lynn and Steve Bradie, and noted that the Board Planning Session is scheduled for Tuesday, November 20th – with the possibility of a guest speaker (the Author of “The Imperfect Board Member”). A recent proposed change to the By-Laws are still being reviewed by WEEDC’s legal representative. Moved by Mike Mueller for acceptance of Governance Committee Report, seconded by Lindsay Boyd. Carried. 5.0 Administrative and Management Business 5.2 Operational Review Financial Status and Financial Disclosures  No discussion Client and Business Development Report  See CEO’s Report 4.2 Legal Issues Report  No discussion Partnerships, Stakeholder Engagement Report  No discussion Administrative and Organizational Issue  See CEO’s Report 4.2 6.0 Events See CEO’s Report (Handout). 7.0 Media Events None 8.0 New Business None 9.0Board In-Camera Session Held prior to the Board Meeting. 10.0 Adjournment The Board moves to adjourn at 6:12 pm. Carried. Accordingly, the meeting is adjourned at 6:12 pm. CHAIR: VICE-CHAIR: \ld\Boardmeetings\2012\Sept-18-2012

WEEDC Board Meeting Minutes – September 18, 2012

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