Concerns about The Pas Community
Development Corporation (TPCDC) and its Board of Directors is at the forefront
of public discussions within the community.
This non-profit corporation established at the behest of the present
Mayor and Council at the beginning of 2014; is designed to stimulate economic
growth and promote community driven projects.
The TPCDC is looked upon by its
residents to instill leadership and transparency into the process of
determining which community projects (during an intake period) are to be
awarded funds. It is a clear departure from past practice; and present mayor
and council admit that steps made towards releasing information about the
development of the TPCDC to the general public: has not been very forthcoming.
“The Board of Directors are to
set up the procedures and direction for the TPCDC based on the goals that Mayor
and Council has set,” explained Mayor Al McLauchlan. Believing that the
development of the TPCDC and its eventual success is vital for the community; a
list of suitable TPCDC Board of Director candidates was submitted to the mayor and
council based upon the recommendations of the town’s administration staff and
Shawn McKinney.
“We don't have any set policy on appointing
people to a Board of Directors. And maybe that should be something that we (as
a council) should look at. We at this time don't,” admitted McLauchlan. The
TPCDC By-Laws (Resolution Number 2013 242) were approved unanimously on
November 6th, 2013.
The TPCDC is a continuing vision
brought about by the creation of the CDC in 1996. Its central ideology
encourages cohesiveness. That is garnering all entities and or associations
which are directly related to The Pas’s economic and societal endeavors under
one corporation. McLauchlan understands the challenges such a proposal entails.
At the Regular Council Meeting of December 19,
2012 resolution 2012 288 was passed as below:
“Resolved That Council remove the following
Directors from the Community Development Corporation: Brent Morrish, Allan Gibb, Stephen Iles, and
Norbert Lagimodiere. And Be It Further
Resolved That Council appoint the following as Directors to the Community
Development Corporation: Alan
McLauchlan, John Marnock and Jim Scott.”
At the Regular Council Meeting of
December 4, 2013 resolution 2013 281 was passed as below:
Resolved That Council appoint the following
persons to sit on the Community Development Corporation (CDC): Gladys Thorne,
Irene Salamandyk, Remi Rheault, Gail Thomas, and Trent Allen.
These resolutions indicate that a
conflict of interest arose from its inception as to the nature and structure of
the CDC. The removal of the original CDC Board of Directors (with notification)
and having council appoint themselves in the process is telling. As with the structure of the present TPCDC
Board of Directors.
According to the Manitoba Community
Development Corporation (CDC) manual, “…to be successful, a CDC should also
have the support of other community groups and other local business, economic
and community development groups.”
Of interest, when discussing the
process of establishing a CDC, the manual refers to several inclusionary steps.
“A crucial step is forming a steering committee composed of leading citizens
representing the major segments of the local economy. It is critical to a CDCs
success that all of the participants have an active role in the organization.”
From a community development
perspective the TPCDC is struggling in making their position known to the
general public, “I personally believe that in order for community development
to be successful it has to be community lead, and it has to be community
supported. From my understanding, that didn't happen in the case of the TPCDC,”
commented Crystal Morrish, who is presently running for a position on council
during the upcoming municipal elections slated for October, 2014.
“In re-establishing the TPCDC, mayor and
council should have approached key community stakeholders like the Rotary Club
of The Pas, the Trappers’ Festival, the Chamber of Commerce, and Kinsmen. You
have these groups who have done so many successful community development
programs and projects in the community. And the fact that present mayor and
council didn’t engage any of them during this process really confuses me. None
of them were involved or approached to sit on the TPCDC Board of Directors. I
don’t know why you wouldn't use those assets that are already in the
community.”
Morrish’s opinion is reflected in the Manitoba CDC manual…with one major distinction, “The steering committee
MAY wish, in conjunction with (mayor and council) to hold a public community
meeting to discuss the formation and objectives of the CDC.”
McLauchlan’s resolve is strong.
Based on past experience, the onus of creating the groundwork which lead to
the creation of the TPCDCs By-Laws and the shift of Shawn McKinney’s position
as an employee of the Town of The Pas to that of the TPCDCs Executive Director:
critical.
“They would (as an employee of
the Town of The Pas) move our Community Development Officer Shawn McKinney and
work for the TPCDC as its Executive Director. That is exactly what happened as
of March 1st, 2014,” stated Deputy Mayor Jim Scott.
Recent accolades published in The
World Trade Centre Winnipeg (WTC Winnipeg) on August 21st, 2014 regarding
the TPCDCs efforts in promoting The Pas as a viable alternative in terms of
transport, storage, and logistical northern access routes; vindicates
McLauchlan’s core belief in the TPCDC.
The Pas’s exposure, by the TPCDC,
and McLauchlan are fostering better relationships with the NDP provincial
government. And bringing more revenue to The Pas. There is constancy and merit;
endeavors made to increase funding at the municipal level is important. But not
all is well with the fledgling corporation. Its by-laws, mission statement
(omitting its paragraph under its welcome tab), audited financial information,
board meeting minutes, is yet to be added on their website.
Information is lacking, and
judging from social media chatter on McLauchlan’s mayor Facebook page, and that
of The Pas Municipal Election Facebook page: confusing.
The annual operating budget of
$220 000 (that of the Community Development Office) given to the TPCDC by mayor
and council and including the possible transference of the Accommodation Tax is
a popular subject topic in the community.
According to the service
agreement (came into effect January 1 , 2014) made in duplicate on the 19th
of February, 2014, the Town of The Pas is agreeing to pay the TPCDC $220, 000
plus applicable taxes every year for the outsourcing of the Town’s function to
provide economic development as listed under section 258, subsection 2 in the
Municipal Act. The funds are to be adjusted according to the consumer price
index.
In addition, these funds are to be transferred on January 1st
of every year. It is important to reiterate that
the agreed funding agreement, reflects a pre-existing percentage of general
revenue by the Town of The Pas; who would have had to dispense those monies on
economic development, and other community lead projects. As McLauchlan
explained in a telephone interview, the transference of the set agreed budget
to the TPCDC is only logical.
The agreement also stipulates
that the CDC will have the exclusive right to represent the Town of The Pas in
matters of economic and community development;
including tourism affairs. The Town of The Pas also is agreeing not to
establish, or fund any other agency, that has the same role or provides the
same or similar projects or services as the TPCDC.
Comparisons made by residents
between The Pas Community Renewal Corporation (TPCRC) and the TPCDC abound. One
major distinction is that the TPCRC is provincially funded. Better known in the community for its
Neighbourhoods Alive program the TPCRC is currently implementing a five (5)
year plan.
Both non-profit organizations
share similarities and one does not preclude the other. In the matter of
economic development both corporations have this criteria clearly defined
within their mandate.
“I'm surprised that the mayor and
council did not have more community buy-in and community input,” said Morrish. As
the TPCRC Executive Director, Morrish is in a difficult position. Her political
statements have to be clearly distinct from her professional career. She
welcomes the challenge and wishes members of her community to make a clear
distinction as to what she is communicating in all media forms of expression.
“My opinions of TPCDC are my own
political views. They do not reflect my professional position as the ED of the
TPCRC or its Board of Directors. It’s important that people understand that my
political aspirations to sit on the future council is coming from. I want to be
part of the solution, and not be on the sidelines complaining about the
political process. I am putting my money where my mouth is.”
Although the Accommodation Tax is
yet to be funneled to the TPCDC (depending on mayor and council successfully
passing second and third reading of the proposed resolution) further
examination needs to be conducted, explained Morrish.
“There are systems that work. There are other
communities that have successfully used this tax to build things like spray
parks, skate parks, ballparks. They offer additional recreational activities
that tourists and local residents equally have access to. I don't see why we
can’t do the same in The Pas.”
The TPCDC Destination Marketing
Program and the merit point basis it uses to determine applicant submissions,
is another issue. In the absence of formal surveys; it is difficult to
ascertain the degree of dissatisfaction among local residents. If social media
outlets are any indication, it would seem that many are frustrated.
As described (in the TPCDC
Destination Marketing Program) in section C: Procedures subsection g) and h)
states the following.
All eligible applications will be submitted to
the Board of Directors from the Program Coordinator with recommendation for
approval and the amount of funds. The Board of Directors will review the rating
given to the application as well as the accompanying recommendation, providing
final approval for any of the funding. If the Board of Directors does not agree
with the recommendation by the Program Coordinator, it may re-rate all of the
applications which will determine a new applications ranking and funding
allotment.
No appeals can be made for the
decision reached. Reasons for selection and rating will not be provided. All
decisions are final.
While it is the purview of the
TPCDC Board of Directors to develop whatever system it deems necessary to
promote and divest its funding procedures according to its mandate; it does
little to foster a better relationship with local organizations. Non-profit organizations
usually offer some type of instruction, or advice when grant applications are
denied.
In keeping with McLauchlan’s
statement “…based on the goals that Mayor and Council has set,” one can wonder
if subsection G) and H) are within the parameters set by mayor and council.
Can the TPCDC
change its image?
The revival of the TPCDC was
politically driven, and therefore it may very well rest within the electorate
come October, 2014. If it is to survive in its present form, there will be a
need to mend fences and perhaps include a larger segment of its population. This
issue will definitely not rest within the TPCDC Board of Directors, nor will
its future.
Below are the TPCDC B-Laws and Service Agreement with the Town of The Pas.
6 November,
2013 - CDC By-Laws
THE PAS COMMUNITY DEVELOPMENT CORPORATION CONSOLIDATED BY-LAWS
Being a By-Law to establish The Pas Community Development Corporation , in accordance with the provisions of Part XXI of The Corporations Act, R.S.M. 1987, C.C225.
ARTICLE ONE:
INTERPRETATION
1.1
Definitions in this By-law:
"Act" means the Manitoba Corporations
Act as amended or substituted from time
to time;
"Board"
means the Board of Directors of the Corporation.
"Chair" means the Chair of the Corporation referred to in Article 7 herein; "Corporation" means The Pas Community Development Corporation
"Executive Director" means the Executive Director of the Corporation referred
to in Article 4 herein; and
"Secretary-Treasurer" means the Secretary-Treasurer of the Corporation referred to in Article 7 herein;
"Primary Residence" means the location where a person resides for a minimum of eight months of the year
1.2
Gender etc.:In these By-laws and in all other By-laws of the Corporation hereafter passed, unless the context otherwise requires words importing the singular number, the masculine gender shall also include either the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
ARTICLE TWO: CORPORATE SEAL
2. 1 There shall be no seal of the Corporation.
ARTICLE THREE: REGISTERED OFFICE
3.1 The head office of the Corporation shall be in the Town of The Pas in the
Province of Manitoba, Canada.
ARTICLE FOUR: BOARD OF DIRECTORS
4.1
Composition of Board
The Corporation shall be
managed by the Board. The Board shall consist of six (6) Directors.
a) Five (5) Directors shall be appointed by the Town of The Pas.
b)
One (1) Executive Director, who will act as a non-voting ex-officio, will be appointed by the Board.
4.2
Terms of Office
a)
A Director's term of
office shall be for three (3) years, starting April 1 and ending March 31.
b)
Directors shall be appointed by a resolution by the Town of The Pas Municipal Council.
c)
Ifa vacancy on the Board of Directors occurs, a person shall be appointed by the Board of Directors to fill the balance of the term.
d)
Each Director shall hold office until it is forfeited
due to :
i. his term expiring;
IL his bankruptcy;
m. his resignation;
iv.
his missing three (3) consecutive meetings without giving notice;
v.
ceasing to having his primary residence located within the Town of The Pas; v1. being found unsound of mind;
vu. being deceased.
4.3
Eligibility for Directors: To be eligible for a Directorship a person must:
a) have their primary residence within the Town of The Pas;
b)
not
be a member of the Town of The Pas Municipal Council;
c)
not be an employee of the Town of The Pas; and
d)
not be in a conflict of interest with the Corporation, activities, or staff.
4.4
Board Meetings:
Meetings of the Board may be held
at any time and place as determined by the Board, the Chair or Vice Chair, any two (2) Directors or by the Executive Director. Seven (7) days notice of each such meeting
shall be given
in writing to
each Director. Meetings
may be held via telecommunication or other digital
means in cases where Director(s) cannot meet in person.
4.5
Quorum: The quorum for any meeting
of the Board shall consist
of three (3) voting Directors
4.6
Votes: Each Director
present at a meeting shall have the right to exercise one vote.
In case of an equality of votes, the Chairperson of the meeting
shall be entitled
to a second vote.
4.7
No Remuneration of Directors or Committee Members:
With the exception of the Executive Director, the Directors and members of committees shall serve without remuneration. No Director or committee member shall directly
or indirectly receive
any profit from his position on the Board. A Director
or committee member
may be reimbursed for reasonable expenses incurred in the performance of his duties.
4.8
Removal of Directors: Subject to applicable law, any Director may be removed for any reason, at any duly convened meeting of the members, by a vote of not less than two thirds (2/3) of the members
present at such meeting.
4.9
Powers of Directors
a)
The Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause
to be made for the Corporation, in its name, any
kind of contract which the Corporation may lawfully enter into and may exercise
all such other powers and do all such other acts and things as the Corporation is by its by laws, or otherwise authorized, to exercise and do.
b)
The Directors shall have power to authorize expenditures on behalf of the
Corporation from time to time and may
delegate by resolution to an officer or officers of
the Corporation, the right to employ and pay
salaries to employees. The Directors shall have the power to enter
into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital
and interest may be made available for the benefit
of promoting the interest of the Corporation in accordance with
such terms as the Board of Directors
may prescribe.
c)
The
Board shall take such
steps
as it may deem
requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations
of any kind whatsoever for the purpose
of furthering the objects of the Corporation.
d)
The Board may appoint
such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority
and shall perform such duties as shall be prescribed
by the Board at the time of such appointment.
ARTICLE FIVE: POLICY AND
REGULATIONS
5.1 The Board may prescribe such policies and regulations not in conflict with these By-laws relating to the management and operation of the Corporation as it deems expedient. A policy requires a vote with a majority of Directors in favor for any policy to be created, amended or removed .
Any changes to policy must
be distributed to all Directors a minimum of seven (7) days prior to any meeting where a resolution is introduced to make changes to the policy. Any new policy must be distributed to all
Directors a minimum of fourteen days ( 14) days prior to any meeting where a resolution is introduced to adopt the policy. These
notices can be waived if all Directors agree to do so.
ARTICLE SIX: INDEMNIFICATION OF DIRECTORS
6.1
Every Director or
officer of the Corporation who has
undertaken or is about to undertake any
liability on behalf of the Corporation,
or any person who acts
at the request of the Corporation as a Director or officer of a company controlled by the Corporation and their respective heirs executors and administrators, and estates and effects, respectively , shall from time to time and at all
times, be indemnified and saved harmless out of the funds of the Corporation, from and against:
a)
All costs, charges and expenses whatsoever which such director or officer sustains or incurs in or about any action, suit or proceeding
which is brought, commenced or prosecuted
against him, or in respect of any act, deed, matter or thing whatsoever , made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
and
b)
all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges
or expenses as are occasioned by his own willful neglect or
default
if the Director or officer acted honestly
and in good faith with a view to the best interests of the Corporation or the company controlled by the Corporation, as the case may be,
and, in the case of a criminal or administrative action
or proceeding that is enforced
by a
monetary penalty,
the Director or officer had reasonable grounds for believing that his or her conduct was lawful.
ARTICLE SEVEN: OFFICERS
7.1
Officers: The officers of the Corporation shall be a Chair, a Vice-Chair
and a Secretary Treasurer and shall be appointed from among the Directors by the Board.
7.2
Appointment and Removal: Officers shall be appointed by resolution of the Board at the
first meeting of the Board following their appointment as Directors and may, subject to
applicable Law, be removed from office at any time by the Board.
7.3
Term of Office: The officers of the Corporation shall hold office for three (3) year from
the date of appointment until their successors are appointed.
7.4
Chair:The Chair shall preside at all meetings of the Board and shall perform
such other duties as may be determined by the
Board from
time to time. The Chair shall have a casting vote at a meeting of the Board.
7.5
Vice-Chair: The Vice-Chair shall, in the absence or disability of the
Chair, perform the duties and exercise the powers of the Chair and such other duties as may be determined by the Board from time to time.
7.6
Secretary -Treasurer: The Secretary - Treasurer shall:
(a)
attend all Board meetings and act as clerk thereof and record all votes and minutes of all proceedings
in the books to be kept for that purpose;
(b)
give or cause
to be
given notice of all meetings of the Board;
(c)
under the direction of the
Board, supervise
the administration of all corporate funds and securities of the Corporation;
(d)
keep, or cause to be kept, full and accurate accounts of all assets, liabilities, receipts and
disbursements of the Corporation in the books belonging to the Corporation;
(e)
deposit,
or cause to be deposited, all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time;
(f)
disburse,
or cause to be disbursed the funds of the Corporation as may be directed by the Board, taking proper
vouchers for such disbursements;
(g)
render to the Board accounts of all the transactions and a statement of the financial position of the Corporation; and
(h)
perform such other duties as may be determined
by the Board from time to time.
ARTICLE EIGHT:
EXECUTION OF DOCUMENTS
8.1 Contracts, documents
or any instruments in writing requiring the signature of the Corporation, shall be signed
by the Chair of the Board or the Vice-chair of the Board in the
Chair's
absence, and the Executive Director. All contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board may from time to time, by resolution, appoint an officer or officers on behalf of the Corporation to sign specific
contracts, documents and instruments in writing, and may grant a power of attorney on behalf of the Corporation to any registered dealer in securities for the purposes of the transferring of and dealing
with any
stocks, bonds, and other securities of the Corporation.
ARTICLE NINE:
FINANCIAL YEAR
9.1 The fiscal year end of the Corporation shall be March 31st.
ARTICLE TEN:
AMENDMENT OF BY-LA WS
10.1 By-laws
of the Corporation may be amended by a two-thirds (2/3) majority of the Directors. Notice of the meeting and copy of the proposed amendment must be delivered to all Directors fourteen days (14) prior to any amendment occurring. Any changes to the By-laws must be ratified
by the Town of The Pas.
ARTICLE ELEVEN: AUDITOR
11.1 The Board appoints an auditor to audit the accounts and financial statements of the Corporation. The Auditor shall hold office for one (1) year provided that the Directors may fill any casual vacancy in the office of Auditor. The remuneration of the Auditor shall be fixed by the Board.
ARTICLE TWELVE:
NOTICES
12.1 Method of Giving Notices:
Any notice to be given (which
term includes
sent, delivered or served), the letters patent, the By-laws or otherwise to a member, Director, committee member, officer or Auditor shall be sufficiently given if delivered personally
to the person to whom it is to be given or if sent by prepaid ordinary mail to the postal address
of
such person as recorded in the books of
the Corporation. A notice
so delivered shall be
deemed to have
been given when it is delivered personally. A notice so sent by means of
ordinary mail
shall be deemed to have been given when
mailed or transmitted.
12. 2 Omissions and Errors: The
accidental omission
to give any notice to any member, Director, officer or Auditor, or the non-receipt of any notice by any
member , Director, officer, or Auditor, or any
error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
12.3 Waiver of Notice: Any member, Director, officer or Auditor
may waive any notice required to be given in the By-laws or otherwise. Such waiver,
whether given before or after the meeting or other event in which notice is required to be given, shall cure any default in giving such notice.
Service Agreement
This agreement will provide
terms in which the town will transfer
the necessary resources for the CDC to establish it as an independent agency dedicated to the economic,
community and tourism development of the Town of The Pas.
1.
The Town agrees to pay the CDC
the $220,000 plus applicable taxes every year for the outsourcing of the Town's
function to provide
Economic Development as listed under Section 258, Subsection 2 in the Municipal Act. The funds
will be adjusted every year in accordance with the consumer
price index. The adjustment will be based on the consumer price index level for each November. These funds will be transferred January 1st of every year.
2.
This agreement
will be in full force and effect unless the Town chooses to terminate this agreement through a resolution of council
after a public hearing. There must be a 60-day notice concerning any hearing that is to occur. This agreement can only be amended through mutually agreed upon changes between the Town and the CDC. If the CDC defaults the Town has full authority to immediately terminate this agreement with the CDC.
3.
The CDC staff may take part in the Town's pension plan, medical and dental plan as long as the CDC pays for the employer contribution and is allowed to do so by each of the plan's organizations.
4.
The Town will provide the CDC with a copy of their most up-to-date roll book/assessment book free of charge.
I 5.
The CDC will be able to use the
drafting services of the Town free of charge. The drafting department will provide
the CDC with its request of drafting,
maps or information within thirty (30) days of the written
request.
6.
The CDC will be able to acquire
opinions and advice
from the engineering department free of charge
within thirty (30) days of the written
request.
7.
The CDC will have an exclusive rigqt to represent
the Town of The Pas in Economic Development, Community
Development and Tourism
affairs. The Town will not establish, or fund any other agency, that has the same role or provides the same or similar projects or services
as the CDC. The CDC will have final authority in determining what Economic Development , Community Development and Tourism activities it will undertake .
8.
The Town will maintain the e-mail address "shawnm@townofthepas .ca" for one year and the CDC will have full access
to this e-mail account from the signing of this agreement.
9.
The Town agrees
to transfer ownership of all economic
development, community development and tourism
files, documents, publications (i.e: Visitor Information Guide), equipment and resources (i.e. the big online
database subscription) to the CDC. Any item that is currently or has been used
by the Economic Development Officer, Community Development Officers
in order to ensure the continuation of ongoing business and operations will be transferred to the CDC. The town will notify the CDC when any new or additional resources, publications or documents are obtained and the CDC will be welcomed to propose uses of those resources, documents or tools to town council.
a. The Town agrees to transfer all assets and equipment that were transferred to the Town from The Pas and District Chamber of Commerce
in 2013
purchase agreement for the Chamber of Commerce
Building (Lots : 12, 14, 15 and 16 Block: 81-5 Plan: 508) to
the CDC.
b. Ifthis agreement is ever terminated
the CDC will return to the Town all of the items that were transferred to the CDC under clause nine.
10.
The CDC agrees to maintain
proper books of accounts and the Town will have the right to access all financial records from time to time.
11. The CDC will submit an annual
report of its activities and finances to the Town thirty
(30)
days after the end CDC's financial
year.
12.
CDC, during the term of this Agreement and its own expense,
shall provide and maintain in full force and effect comprehensive general
liability insurance for bodily injury (including death) and property
damage in an amount
of not less than
$2,000,000 inclusive limit for any one occurrence and such policy shall include:
a. The Town as an additional insured;
b. Provision for the Town to be given 30 days written
notice prior to cancellation of
the policy.
CDC shall provide to the Town certificates of insurance evidencing the insurance coverage throughout the term of this Agreement.
13.
CDC shall indemnify the Town from and against
all claims of any kind arising out of any thing provided, permitted or required
to be done by CDC under this Agreement , together with all costs and expenses
arising by reason of any such claim, including legal costs on a solicitor
and own client basis.
14.
This agreement will come into effect on January 1, 2014.
