Thursday, August 28, 2014

Out of the frying pan…Into the fire.

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


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.


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.


2. 1       There shall be no seal of the Corporation.



3.1       The head office of the Corporation shall be in the Town of The Pas in the Province of Manitoba, Canada.


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.



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.


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.


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.


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.


9.1        The fiscal year end of the Corporation shall be March 31st.


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.


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.


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.

No comments:

Post a Comment