Islands Trust Governance Committee regular meeting, July 29, 2022

[0:00:00] Voice 9: Can we just check his live stream?

[0:00:07] Voice 9: Is it not working?

[0:00:08] Voice 9: No, it's feeding.

[0:00:09] Voice 10: Oh, okay.

[0:00:12] Voice 9: Yeah, I can see that it's streaming now

[0:00:23] Voice 2: from my-

[0:00:25] Voice 2: Okay, can you?

[0:00:28] Voice 2: Yeah, a tag came up saying we are now streaming.

[0:00:32] Voice 5: Okay, yeah, we are.

[0:00:33] Voice 5: Thank you.

[0:00:34] Voice 5: Okay, so now just ask the trustees to introduce yourselves.

[0:00:38] Voice 5: I'll just go around the screen.

[0:00:40] Voice 5: Staff through Trustee Patrick.

[0:00:43] Trustee Patrick (probable): Good afternoon, I'm Laura Patrick,

[0:00:45] Trustee Patrick (probable): elected here on Salt Spring

[0:00:46] Trustee Patrick (probable): and also a vice chair, chair of North Bender,

[0:00:51] Trustee Patrick (probable): Saturna, Thetis, and Leskete.

[0:00:56] Voice 5: Thank you.

[0:00:57] Voice 5: Trustee Middleton?

[0:00:58] Trustee Middleton: Yes, thank you.

[0:00:59] Trustee Middleton: I'm elected on Saturna Island, Texan,

[0:01:02] Trustee Middleton: and happy to be here today.

[0:01:04] Trustee Middleton: Thank you.

[0:01:05] Voice 5: Trustee Allen?

[0:01:08] Trustee Allen (probable): Hi, I'm from Hornby Island,

[0:01:10] Trustee Allen (probable): and I'm the unceded territory of the Comox First Nations.

[0:01:13] Trustee Allen (probable): I'm elected.

[0:01:15] Trustee Allen (probable): Trustee Langerais?

[0:01:17] Trustee Allen (probable): Yeah.

[0:01:17] Voice 1: Hello, I'm from Gavriola, territory of the Seneba First Nation, local trustee.

[0:01:25] Voice 6: Trustee Peterson.

[0:01:28] Voice 6: Hi, Tim Peterson from Luskete Island, Ekhwete.

[0:01:33] Voice 6: Thank you. Trustee Stanford.

[0:01:37] Trustee Stamford: Hello, I'm calling in from Gambier Island to Altnowich. I'm also representing

[0:01:44] Trustee Stamford: the Islands Trust Conservancy as their chair.

[0:01:48] Voice 5: Thank you. And Trustee Rockefeller.

[0:01:51] Trustee Stamford: dear rockefeller trustee from galliano island uh coast salish people thanks okay

[0:01:55] Voice 5: thank you so that

[0:01:56] Voice 5: is the governance committee we also have staff available here and i just asked the cao um mr

[0:02:03] Voice 5: hudson pillar to introduce himself uh

[0:02:06] Voice 2: thank you very much my name is russ hudson pillar i'm the

[0:02:08] Voice 2: chief administrative officer with the islands trust and i'm coming to you from the unceded

[0:02:13] Voice 2: territory of the comox first nation thank

[0:02:15] Voice 5: you and i'm the director of legislative services

[0:02:19] Voice 5: and with me is Laurie Foster, the executive coordinator.

[0:02:23] Voice 5: Okay, so with that, I'd just like to get into the election.

[0:02:27] Voice 5: So we'll use the approach that we've used before,

[0:02:32] Voice 5: which is we will ask you to nominate a person

[0:02:35] Voice 5: to be the chair of the committee.

[0:02:39] Voice 5: That would then need to be seconded

[0:02:41] Voice 5: and we'll also then ask that person if they wish to stand.

[0:02:44] Voice 5: If there is more than one person that is willing to stand,

[0:02:49] Voice 5: then there will be an election if there's only one person then it will be by acclamation and

[0:02:54] Voice 5: then we'll do the same process again for the vice chair and then after that i'll hand the

[0:02:59] Voice 5: meeting over to the chair so there's any questions before we continue okay so with that to just ask

[0:03:07] Voice 5: if we if there is any nominations for chair so i see uh trustee patrick and then trustee

[0:03:14] Voice 5: staff could have the hands up no

[0:03:16] Trustee Patrick (probable): um i nominate lee middleton okay

[0:03:19] Voice 5: i need

[0:03:20] Voice 1: a second day for lee

[0:03:21] Voice 5: middleton i'll

[0:03:22] Voice 1: second it second

[0:03:24] Voice 5: by trustee allen and trustee middleton do you wish to stand for

[0:03:29] Voice 5: chair uh

[0:03:30] Trustee Middleton: yes with with pleasure thank you are

[0:03:34] Voice 5: there any other nominations for chair so i see

[0:03:38] Voice 5: the trustee Stanford?

[0:03:39] Voice 5: No, I don't have my hand up.

[0:03:42] Voice 5: You do, but that's okay.

[0:03:44] Voice 5: I don't

[0:03:45] Trustee Stamford: know how, I can't see it.

[0:03:49] Voice 5: Trustee Rockefeller, do you have your hand up?

[0:03:51] Voice 5: No, okay, why is your hands up?

[0:03:55] Voice 5: Okay, all right, are there any more nominations for chair?

[0:04:00] Voice 5: Okay, I'm just gonna ask two more times,

[0:04:02] Voice 5: any more nominations for chair?

[0:04:05] Voice 5: And asking the final time for nominations for chair.

[0:04:09] Voice 5: Okay. Hearing none, then by affirmation, Trustee Middleton is the Chair of the Governance Committee.

[0:04:16] Voice 5: The next question is, are there any nominations for Vice Chair of the Governance Committee?

[0:04:23] Voice 5: This is a position that will step in when the Chair is not available.

[0:04:26] Voice 5: Trustee Allen, your hand is up. No?

[0:04:31] Voice 5: Okay.

[0:04:32] Trustee Allen (probable): Trustee Langer, is this?

[0:04:34] Voice 5: Okay, yeah. Trustee Langer.

[0:04:35] Voice 5: Yes,

[0:04:37] Voice 1: I'd like to nominate Trustee Patrick.

[0:04:40] Voice 5: Okay, I need a seconder for Trustee Patrick as Vice Chair. Trustee Peterson,

[0:04:46] Voice 5: thank you. Trustee Patrick, do you wish to stand as Vice Chair for the Governance Committee?

[0:04:52] Trustee Patrick (probable): Only if Lee promises me he's not going to miss any meetings.

[0:04:57] Voice 5: I'll take that as

[0:04:58] Voice 5: a yes. All right, are there any other nominations for Vice Chair?

[0:05:03] Voice 5: Chair. I'll just ask two more times, are there any other nominations for Vice Chair? And

[0:05:11] Voice 5: then just asking a final time for nominations for Vice Chair. Okay, so hearing none, then

[0:05:18] Voice 5: by acclamation, Trustee Patrick is the Vice Chair of the Governance Committee. And with

[0:05:23] Voice 5: that, I'd like to hand over the meeting to the Chair of the Governance Committee, Trustee

[0:05:28] Voice 5: Milton. Thank you.

[0:05:30] Trustee Middleton: Thank you very much, Derek and Marlon. Thank you, everyone, for your trust in me for that.

[0:05:36] Trustee Middleton: Obviously, we just have two meetings, but I think we can set an important tone with our work over these next few months.

[0:05:43] Trustee Middleton: So happy to be working with everybody here on that project.

[0:05:51] Trustee Middleton: I believe, so thank you, CAO and Laurie, for preparing the agenda.

[0:05:59] Trustee Middleton: And the first item is the agenda.

[0:06:03] Trustee Middleton: 3.1 is new items and reordering of the agenda.

[0:06:08] Trustee Middleton: perhaps, Russ, I might ask you to speak to that.

[0:06:11] Trustee Middleton: I didn't see any, unless it's the email that I sent,

[0:06:16] Trustee Middleton: any items, if you don't mind, sir.

[0:06:18] Voice 2: Thank you very much and congratulations.

[0:06:21] Voice 2: This is an opportunity for you.

[0:06:24] Voice 2: This staff did not want to presume your line of inquiry

[0:06:28] Voice 2: throughout this meeting.

[0:06:29] Voice 2: So this was an opportunity for you to reimagine the agenda

[0:06:32] Voice 2: if you found that this wasn't appropriate

[0:06:33] Voice 2: or you wanted to add anything else.

[0:06:37] Voice 2: I'm loath to do what I'm about to do, but you may want to consider some thoughts, either now or at a subsequent meeting, around trustee orientation for the new council.

[0:06:52] Voice 2: That was an element that was in the governance report, and it's been mentioned in other instances.

[0:06:58] Voice 2: instances and indeed there's a report in front of the executive committee going next week

[0:07:03] Voice 2: where i outline an initial draft of what orientation would be like but of course

[0:07:09] Voice 2: governance committee might want to think about that so that's potentially a new topic for now

[0:07:14] Voice 2: or later for the governance committee thanks thank you

[0:07:19] Trustee Middleton: thank you very much um vice chair patrick

[0:07:24] Trustee Patrick (probable): um i i think it's probably a subset of 6.7 but we only are talking about potential budget of the

[0:07:32] Trustee Patrick (probable): 2223 no that that's this year no that's next year next year's um i think we should make sure if

[0:07:41] Trustee Patrick (probable): anything we're talking about has budget implications for this year um this current fiscal that we make

[0:07:47] Trustee Patrick (probable): sure we address that um

[0:07:53] Voice 9: can

[0:07:54] Trustee Middleton: we just add that as a point to um to 6.7 then um vice chair patrick

[0:08:00] Trustee Middleton: would that be acceptable okay um and trustee allen i see your your hand is up yeah

[0:08:13] Trustee Allen (probable): thank you um

[0:08:15] Trustee Allen (probable): i just want to in terms of the report we had from the ceo regarding government's report and

[0:08:19] Trustee Allen (probable): his recommendations in terms of getting legal advice regarding certain recommendations uh

[0:08:26] Trustee Allen (probable): would that in terms of wrestle being in this meeting would we just ask him as we go along

[0:08:32] Trustee Allen (probable): or should there be it should be added or how do you how does this be approached in terms of what

[0:08:39] Trustee Allen (probable): he's recommended in some of his reports um

[0:08:42] Trustee Middleton: i'm sorry i did you were just a bit faint right at

[0:08:46] Trustee Middleton: the beginning of that comment trustee alan could i just ask you to repeat the first parts of your

[0:08:51] Trustee Middleton: comment I apologize yes

[0:08:52] Trustee Allen (probable): sorry I've got allergies as usual um no I just uh in terms of uh Russell's

[0:08:56] Trustee Allen (probable): report that we had in February regarding the governance and his recommendations of how we

[0:09:02] Trustee Allen (probable): approach it as well as advising us to get legal advice if we are going to go to a certain

[0:09:07] Trustee Allen (probable): direction so I was just wondering whether we should hear about this now or is this going to be

[0:09:13] Trustee Allen (probable): do we just approach it as we go along that's what I just want to know about the process

[0:09:18] Trustee Middleton: okay thank you i got it that time did you want to speak to that trustee langer ice or

[0:09:23] Trustee Middleton: do you have another point another

[0:09:26] Voice 1: point okay

[0:09:27] Trustee Middleton: um i i guess i i would i would suggest that

[0:09:31] Trustee Middleton: we would always take guidance from our ceo in terms of at any point in our discussion of

[0:09:36] Trustee Middleton: of some of the report recommendations if if it's felt that they would benefit from from a

[0:09:42] Trustee Middleton: legal review and i i know our ceo has uh has referenced a couple of those that may

[0:09:48] Trustee Middleton: may indeed benefit a couple of the recommendations that may benefit from from a review but i i think

[0:09:53] Trustee Middleton: that we probably would have a broader discussion amongst ourselves about what we want to move

[0:09:59] Trustee Middleton: forward on um there's obviously a small window about what we might want to move on with this

[0:10:05] Trustee Middleton: iteration of the committee and then we may choose to make a list of of recommendations

[0:10:11] Trustee Middleton: Mayor Mrakas, recommendations for the pleasure of the of the committee in the next Council term, and I think it at that point there, you know they may well want to want to engage Council, but at any point, I think we take guidance from our CEO if he thinks we're straying into an area where we benefit from from guidance, I don't know if you have a comment there for us on that on that topic.

[0:10:31] Voice 2: uh i i wholeheartedly agree i think that um that document is being referenced here um as a

[0:10:39] Voice 2: uh a starting document for for your and of course you don't we don't know what you want to move

[0:10:45] Voice 2: forward and what you don't and then um as you determine um your direction um will assist you

[0:10:52] Voice 2: in in two ways one legal counsel but also administrative advice um if for the thoughts on

[0:10:57] Voice 2: and so staff reporting etc is needed so um thank you very

[0:11:02] Trustee Middleton: much thank you is is that um is that

[0:11:07] Trustee Middleton: sufficient explanation trustee ellen do we do you want us to discuss further we will be discussing

[0:11:13] Trustee Middleton: further anyway i think that point it's it's a it's a salient point so thank you um trustee langaris

[0:11:21] Voice 1: yeah i just wanted to look at the potential for looking at the first meeting agenda for trust

[0:11:28] Voice 1: council after an election and the election of ec the process i did look at the the legislation and

[0:11:36] Voice 1: i've sort of come around to thinking that we we have to do it at that meeting but maybe what we

[0:11:43] Voice 1: can do is look at how it's done and the the lengths of the agenda for that being to allow for

[0:11:49] Voice 1: greater time so somebody thoughts around that process would be would be helpful i think

[0:11:57] Trustee Middleton: thank you i think i think um uh staff have added 6.3.2 which is the immediate action item list and

[0:12:06] Trustee Middleton: i i conjectured that it might be a topic of conversation at this meeting that we might

[0:12:12] Trustee Middleton: want to look at the electoral election process yeah

[0:12:15] Voice 9: so

[0:12:16] Trustee Middleton: is it okay if we were to just flag there

[0:12:19] Trustee Middleton: the linkage to trust council, which

[0:12:23] Voice 9: is a good point.

[0:12:28] Voice 9: Okay, I got that.

[0:12:33] Trustee Middleton: There's just one point, Trustee Stemp,

[0:12:36] Trustee Middleton: but I know that you had talked about,

[0:12:38] Trustee Middleton: we've not had an opportunity to have a kind of a,

[0:12:42] Trustee Middleton: in reaction, shall we say,

[0:12:44] Trustee Middleton: discussion to the governance report.

[0:12:48] Trustee Middleton: And I see that you have an agenda,

[0:12:53] Trustee Middleton: there's an agenda item 6.4 but i wondered if there was something broader you you wanted to

[0:12:58] Trustee Middleton: speak to and maybe we can speak to that earlier rather than later in the agenda just in terms of

[0:13:03] Trustee Middleton: yeah

[0:13:05] Trustee Stamford: i think it's it if there's an opportunity um it it's more about how does this fit into

[0:13:12] Trustee Stamford: a general trust council discussion and um response public response to the um report

[0:13:20] Trustee Stamford: We haven't had that opportunity. I was hoping to see that on the next Trust Council meeting. I think there's been a number of requests for that. So whether we want to discuss that, I'm perfectly happy to. Where in the meeting is up to you.

[0:13:36] Trustee Middleton: okay i think thank you could i maybe take the benefit of guidance of some of the other members

[0:13:41] Trustee Middleton: as to how we how we might proceed if we want to just have a agenda item right at the beginning

[0:13:46] Trustee Middleton: of business to sort of broadly discuss the governance review or or whatever thoughts you

[0:13:53] Trustee Middleton: might have i certainly appreciate your insight

[0:14:03] Voice 9: if

[0:14:04] Voice 2: mr chair yes may i please well i think

[0:14:08] Voice 2: this is an

[0:14:09] Voice 2: an item on your agenda yeah so

[0:14:12] Voice 2: you so are we i'm just wondering whether we're varying the agenda

[0:14:15] Voice 2: and moving that item up or just for lori's benefit or do you want to just have that conversation at

[0:14:22] Voice 2: that time

[0:14:22] Trustee Middleton: yes sorry about that can you point to the item that you um that uh you're thinking out

[0:14:31] Trustee Middleton: there six four was

[0:14:34] Voice 2: um trustee stanford's email where she made that initial question i just missed

[0:14:40] Voice 2: so we added it at her request sure

[0:14:44] Trustee Middleton: yeah i guess i guess i was thinking more of some some comments

[0:14:47] Trustee Middleton: trustee stanford had made at the trust council just in regards to an opportunity to have a

[0:14:52] Trustee Middleton: broader discussion uh but if you if you're oh i see you're happy yeah um i think

[0:14:59] Trustee Stamford: maybe it could

[0:14:59] Trustee Stamford: be added into 6.3 is part of our sure

[0:15:05] Trustee Middleton: we just make sure it's just a discussion at that time and and

[0:15:12] Trustee Middleton: with reference to um broader discussion with council perhaps okay i think trustee pearson

[0:15:19] Trustee Middleton: did i see your hand up so

[0:15:23] Voice 9: that would be 6.3 um

[0:15:29] Trustee Middleton: bumping 6.31 existing 6.31 and 6.3

[0:15:35] Trustee Middleton: point two or down a number that's okay and

[0:15:39] Voice 9: no

[0:15:48] Trustee Middleton: what no other hands uh at this point i think

[0:15:53] Trustee Middleton: seeing that i just asked for uh um do we i guess we can improve the agenda by consent or

[0:15:59] Trustee Middleton: would you recommend we have a we have a motion well

[0:16:04] Voice 2: kind of fun the first time out to get a

[0:16:06] Voice 2: motion and get one on the table this is our first crack at it or your first crack at it sure

[0:16:12] Trustee Middleton: a motion to approve the agenda please i'll

[0:16:15] Voice 1: move that we approve the agenda as amended

[0:16:20] Trustee Middleton: and a

[0:16:20] Voice 9: seconder i'll second that okay um uh

[0:16:27] Trustee Middleton: in favor i think we're all in favor that's

[0:16:32] Trustee Middleton: great thank you very much okay so without further ado um correspondence i guess there

[0:16:39] Trustee Middleton: were the two items attached there was an email from myself and one from trustee stanford i don't

[0:16:43] Trustee Middleton: don't think there was any other correspondence to the committee yet um so and I I believe that

[0:16:52] Trustee Middleton: our correspondence has really been dealt with by staff and included in this uh agenda before

[0:16:56] Trustee Middleton: so I don't think we need to uh dwell on those anymore is that okay trustee Stanford you're

[0:17:03] Trustee Middleton: you're okay with that okay great thank you so um uh into section five administrative coordination

[0:17:11] Trustee Middleton: of course these are blank items because we have no history as a committee yet um

[0:17:18] Trustee Middleton: and if i may be so bold as to suggest we just move right on into item number six which is our

[0:17:24] Trustee Middleton: business items uh and the key the key item being the terms of reference for our committee um and

[0:17:33] Trustee Middleton: um there's been some good input by by staff in the package that i think gives us a great start um

[0:17:41] Trustee Middleton: but i think maybe just open for discussion in the general sense before we go into the

[0:17:46] Trustee Middleton: the wording if anybody has any

[0:17:47] Voice 9: comments seeing none um i

[0:17:57] Trustee Middleton: think let me just get to the relevant

[0:18:00] Trustee Middleton: with this would be page um page four of the agenda package um and we have recommendation from our uh

[0:18:15] Trustee Middleton: from our CAO in terms of how to proceed and further down in the package,

[0:18:27] Trustee Middleton: which would be on page six.

[0:18:31] Trustee Patrick (probable): On top of page five, there's a list of items,

[0:18:34] Trustee Patrick (probable): Trustee Middleton that the CAO recommends we have a conversation around.

[0:18:42] Voice 9: Great. Okay. Yeah, I see it. You mean,

[0:18:46] Trustee Middleton: yeah.

[0:18:48] Trustee Middleton: So that's right there to indeed have that discussion.

[0:18:51] Trustee Middleton: So thank you. So to to to Vice Chair Patrick's point, the the draft terms of reference that we've presented.

[0:19:01] Trustee Middleton: This is just the longer and I trust council were, of course, very, very broad, purposely very broad.

[0:19:08] Trustee Middleton: And so I think, as RCA points out, it might be very useful to have the discussion here on these these six points.

[0:19:16] Trustee Middleton: uh points so um that as uh vice chair patrick said that's the top of page five on the package

[0:19:25] Trustee Middleton: so i'll just open it to the floor at this point discussion on purpose the items of in the policy

[0:19:32] Trustee Middleton: uh that guides us and um i the other items as you can see before you face chair patrick please

[0:19:47] Trustee Patrick (probable): i'm happy to jump in on the purpose statement um i think remember at the last meeting i kind of

[0:19:53] Trustee Patrick (probable): carried on about whistlers in terms of reference and so forth i i kind of like some of the elements

[0:20:02] Trustee Patrick (probable): that they put in there and i look at the the one that i know that was um so suggested in our last

[0:20:09] Trustee Patrick (probable): agenda package it said about um governance committee it was to support and evaluate the

[0:20:15] Trustee Patrick (probable): effectiveness um is what was suggested but the language they use is um that the committee will

[0:20:24] Trustee Patrick (probable): will address issues related to the improvement and optimization of the ongoing governance functions of Council and its committees.

[0:20:33] Trustee Patrick (probable): So I like that language about, you know, that we're working on improvement and optimization of ongoing governance functions.

[0:20:42] Trustee Patrick (probable): They also set a particular focus. They set a particular focus on public engagement.

[0:20:48] Trustee Patrick (probable): I like that, but I'm wondering if we should add to that a particular focus on the cooperation elements of our mandate, because I think that's an area that, you know, it would improve our optimization and ongoing governance functions.

[0:21:06] Voice 9: Just throwing that out there as a suggestion.

[0:21:23] Voice 9: Hi, sorry.

[0:21:24] Trustee Middleton: For some reason I just dropped right out there, and this is not due to freighters.

[0:21:28] Trustee Middleton: This is an entirely different system.

[0:21:30] Trustee Middleton: I apologize.

[0:21:31] Trustee Middleton: um uh vice chair patrick may i ask you to uh uh rewind your comments to the point where

[0:21:40] Trustee Middleton: i lost everyone which was um talking about the uh the the whistler committee and um

[0:21:49] Trustee Middleton: i think you were talking about reflection ongoing reflection on governance issues

[0:21:54] Trustee Middleton: yes

[0:21:55] Trustee Patrick (probable): like i said in the draft that was proposed in our last trust council agenda package it used

[0:22:00] Trustee Patrick (probable): the words to support and evaluate the effectiveness of council and the committees.

[0:22:05] Trustee Patrick (probable): Whistler uses the language that it will address issues related to the improvement and optimization

[0:22:11] Trustee Patrick (probable): of the ongoing governance functions of council and the committees. But it says with a particular

[0:22:18] Trustee Patrick (probable): focus on public engagement. I love the public engagement piece, but I would also look at adding

[0:22:24] Trustee Patrick (probable): maybe for the particular focus on you know the cooperation elements of our mandate okay

[0:22:33] Trustee Middleton: thank you

[0:22:34] Trustee Middleton: yep going with the trustee Stamford please all

[0:22:38] Trustee Stamford: right I I just want to sort of respond to that

[0:22:40] Trustee Stamford: I'm just not sure how that fits cooperation fits into the governance one of the I did look at the

[0:22:47] Trustee Stamford: uh whistler um terms of reference some parts of this um were you know more visioning which

[0:22:58] Trustee Stamford: i appreciated but i was actually more uh interested in more mechanics so i think this is part of

[0:23:04] Trustee Stamford: where we need to be clear on the purpose of this is this is the structure within the islands trust

[0:23:13] Trustee Stamford: It's not speaking to relationships beyond the island's trust, or am I mistaken?

[0:23:20] Trustee Stamford: That could be, you know, making sure we're really clear on what the end goal is here.

[0:23:26] Trustee Stamford: So I'm not sure where cooperation with other organizations fits into our governance.

[0:23:32] Trustee Middleton: Thank you. Do you mind, Trustee Langer, if we give Trustee Patrick an opportunity to respond?

[0:23:38] Trustee Middleton: Because I see your hand is up there.

[0:23:40] Trustee Middleton: yeah

[0:23:41] Trustee Patrick (probable): i'm i'm happy to park the focus piece at the moment because we get this committee up and

[0:23:45] Trustee Patrick (probable): running but i do think the in cooperation piece is a significant contributor to some of the issues

[0:23:53] Trustee Patrick (probable): that we're we're experiencing and that it should be enwrapped into our um you know our governance

[0:24:01] Trustee Patrick (probable): and matter of who we are but um um we can like i said i'm not going to lay down on that issue

[0:24:08] Trustee Patrick (probable): I think it was just, it was interesting to see what they did, but.

[0:24:13] Trustee Middleton: Okay, thank you very much.

[0:24:15] Trustee Middleton: And Trustee Longrace, please.

[0:24:20] Voice 1: Yeah, yeah, I was going to ask, I was looking at the report from the CEO that came out in section 15 there, the number of the items, and I agree with Trustee Stanford, we're looking internally at how we do things, the mechanics, you know, what are we doing,

[0:24:38] Voice 1: why are we doing it how are we doing how can we improve within the current legislative framework

[0:24:43] Voice 1: our process and how we manage things and i see down the road that we would eventually get to

[0:24:50] Voice 1: potentially legislative changes recommending potentially but that's more down the road i

[0:24:56] Voice 1: think the starting point we need to just look internally that's sort of my focus anyway

[0:25:04] Trustee Middleton: thank you um trustee stemford is this your hand up from before or do you have additional comment

[0:25:08] Trustee Middleton: I

[0:25:09] Trustee Stamford: have another comment. And again, it's around how the purpose we're looking at how we the initial discussion around this governance committee, but then there's a separate initiative, which is the the request to the provincial government.

[0:25:26] Trustee Stamford: and that builds into our legislative purpose

[0:25:30] Trustee Stamford: and potential changes.

[0:25:32] Trustee Stamford: Are we going to include that

[0:25:34] Trustee Stamford: as part of our governance committee

[0:25:36] Trustee Stamford: or is that a completely separate activity stream

[0:25:41] Trustee Stamford: with Trust Council?

[0:25:44] Trustee Middleton: That is a good question.

[0:25:47] Trustee Middleton: We have that on our agenda at 6.5,

[0:25:51] Trustee Middleton: not to say we shouldn't be discussing

[0:25:55] Trustee Middleton: discussing the relevance now because I think it is relevant of course um I for one had seen them

[0:26:01] Trustee Middleton: as separate activities I concur that I see this committee is working with the resources available

[0:26:08] Trustee Middleton: to the to council to improve and or um keep our governance mechanisms but you know getting better

[0:26:16] Trustee Middleton: and better and sharper and sharper and I I had not seen discussion I mean that the governance

[0:26:22] Trustee Middleton: The request to the province was entirely independent of the governance review, and there was no discussion of it, any of the work leading up to that review.

[0:26:32] Trustee Middleton: It's to the pleasure of the committee if the committee would like to play a role in that, if that's possible.

[0:26:39] Trustee Middleton: But I guess I would see us as working internally, specifically the recommendations from the review do focus us internally.

[0:26:48] Trustee Middleton: internally but um obviously that's just my perspective and i see we have a couple of hands

[0:26:53] Trustee Middleton: so trustee peterson yeah

[0:26:56] Voice 6: thank you so uh just listening to those here it it occurs to me that

[0:27:01] Voice 6: um one of the things for us to keep in mind of course is that we're just sort of kicking this

[0:27:06] Voice 6: committee off um and the post-election governance um committee of course we don't know what who that

[0:27:15] Voice 6: that is going to be constituted of.

[0:27:17] Voice 6: And I think things like requests or recommendations

[0:27:23] Voice 6: to the province are something that should be potentially

[0:27:29] Voice 6: within the purview of a governance committee going ahead.

[0:27:36] Voice 6: So I kind of feel like one of the things we might consider

[0:27:42] Voice 6: is I understand what we're doing right now,

[0:27:45] Voice 6: but one of the things I think we might consider is sort of thoughts and recommendations for

[0:27:51] Voice 6: that committee post-election to sort of consider. I mean, we're going to try and set up the

[0:28:00] Voice 6: framework the best we can, but I think the more sort of information we can pass along

[0:28:05] Voice 6: as to some of the different things we're thinking about might be helpful for the continuance

[0:28:12] Voice 6: of that committee for promotion okay

[0:28:15] Trustee Middleton: thank you and uh ceo hudson pillar i see your your hand

[0:28:19] Trustee Middleton: is raised please go ahead sir i

[0:28:21] Voice 2: defer to trustee longer eyes if that's okay i'll speak after the

[0:28:25] Voice 2: elected officials and if that if

[0:28:27] Trustee Middleton: that's probably more helpful hey thanks to you please stay longer

[0:28:32] Trustee Middleton: if you'd like to speak

[0:28:34] Voice 1: yeah i just wanted to add that i see that any sort of legislative changes

[0:28:38] Voice 1: coming out of this is an evolution of our discussions

[0:28:42] Voice 1: on how we're operating now and how we can improve

[0:28:45] Voice 1: until we know that in full detail,

[0:28:47] Voice 1: it's really hard to start speculating

[0:28:49] Voice 1: on what legislative changes we may be wanting.

[0:28:52] Voice 1: And I could see that eventually down the road,

[0:28:55] Voice 1: this committee, this dialogue,

[0:28:57] Voice 1: and if the province does that review,

[0:29:00] Voice 1: they may inform each other.

[0:29:02] Voice 1: So to me, we need to start small.

[0:29:05] Voice 1: We can't reach for the stars.

[0:29:07] Voice 1: as we need to reach for the moon thank

[0:29:11] Trustee Middleton: you sir and uh i think uh you're the only hand now up

[0:29:14] Trustee Middleton: ceo hudson peller okay thank you very much um

[0:29:18] Voice 2: a couple of things um the first is that

[0:29:23] Voice 2: this trust council has determined that it needs more minds on the governance function at the

[0:29:29] Voice 2: islands trust in a focused way and that's ongoing and forever um so i think you have to be broad

[0:29:37] Voice 2: My recommendation to you in your purpose is to be broad and all-encompassing around governance, such that anything that drifts by or you generate, you get a chance as the experts on governance at the Islands Trust to weigh into those factors.

[0:29:54] Voice 2: And then later on in the agenda, as that comes up, I might speak to, because I included it on the agenda.

[0:30:00] Voice 2: in the absence of having a chair um i'll speak to the the request of the province so so that's

[0:30:06] Voice 2: the the broadness factor i think is important so that you're not just doing a set of recommendations

[0:30:10] Voice 2: you're you're it for um thinking how the governance can be its best at the islands trust and the

[0:30:18] Voice 2: second is given that um local trust committees also express governance at the islands trust

[0:30:25] Voice 2: trust and is there an opportunity for you to advise them in their deliberations or if you

[0:30:33] Voice 2: uncover governance principles or best practices to encourage governance at the subsidiary level

[0:30:41] Voice 2: of the islands trust and that is the local trust committees who make 75 to 80 percent of all of the

[0:30:47] Voice 2: governance decisions here and not simply trust council itself so there might be a role for you

[0:30:53] Voice 2: to assist them to make good decisions and express their governance so it's not included in any of

[0:30:59] Voice 2: the of the matters but that could be something you consider as a purpose of yours thank you very much

[0:31:06] Voice 2: thank you

[0:31:06] Trustee Middleton: it's very helpful and trustee Lundgren I see your hand is raised yeah

[0:31:11] Voice 1: just in response

[0:31:12] Voice 1: I agree with that in fact that was put in and the CEO's report section 15 subsection b a review of

[0:31:20] Voice 1: local trust committee governance so and i think that's that's within the purview of this committee

[0:31:26] Voice 1: i would agree with it great

[0:31:30] Trustee Middleton: thank you thank you um so getting into uh potential

[0:31:36] Trustee Middleton: um not wanting to preempt the discussion but from this is there any potential wording

[0:31:41] Trustee Middleton: or adjustment to the recommendation that you would like to see made or are you broadly happy

[0:31:46] Trustee Middleton: happy with the um the recommendation that's presented uh Trustee Stamford oh

[0:31:52] Trustee Stamford: um I didn't

[0:31:54] Trustee Stamford: realize my hand went up that's weird okay no

[0:31:58] Trustee Middleton: problem thank you um yeah and so it it basically

[0:32:03] Trustee Middleton: as I say I just said it it is it's sort of preserved the breadth of the original motion

[0:32:08] Trustee Middleton: and added some uh some additional considerations in and I to my eye it looks entirely serviceable

[0:32:15] Trustee Middleton: but obviously we need to hear what the the view of the committee is um so and any any further

[0:32:21] Trustee Middleton: comment or um discussion about uh the the terms of reference as um as presented and and if if not

[0:32:32] Trustee Middleton: are we comfortable with moving forward with the the recommendation which

[0:32:36] Voice 1: terms of reference are

[0:32:37] Voice 1: you're referring to i'm trying

[0:32:39] Trustee Middleton: to clarify uh yeah we're talking about

[0:32:43] Trustee Middleton: yeah if i may

[0:32:45] Trustee Middleton: sir please sir

[0:32:47] Trustee Middleton: yeah go ahead so

[0:32:47] Voice 2: we're on um we're reviewing the purpose function of the terms of reference

[0:32:53] Voice 2: and um just to aid the chair and the rest of you as you come to a determination make this change

[0:32:59] Voice 2: or not staff will be recording those and um if you're comfortable with that we would then go

[0:33:06] Voice 2: go and refresh the the terms of reference that's on page five and bring it back to you

[0:33:12] Voice 2: page six I apologize and bring back to you in a new form for your consideration so if

[0:33:17] Voice 2: you say add this about make it a little bit broader or the language that Trustee Patrick

[0:33:23] Voice 2: said add that that as a consideration we'll do that and bring it back to you and then

[0:33:27] Voice 2: you can make either explicit direction or broad direction or leave it as it is thanks

[0:33:34] Trustee Middleton: It's very helpful. Thank you, Vice Chair Patrick.

[0:33:38] Trustee Patrick (probable): Yeah, no, that would be, you know, if we're looking for the one, a key word I'd like to see in the purpose is that we're looking to improve governance.

[0:33:45] Trustee Patrick (probable): I mean, that is, you know, I think an important element to express

[0:33:52] Voice 9: in the purpose.

[0:33:57] Voice 9: Okay. So

[0:33:58] Trustee Middleton: if I take a CEO's comments, then basically that would be considered duly noted and will find its way into a...

[0:34:05] Trustee Middleton: well as long

[0:34:08] Voice 2: as you all agree you have to like if

[0:34:13] Voice 2: that's that's the the short-term caos approach to things i come back with something that's not

[0:34:18] Voice 2: quite right so um if you agree and you make that um either note these things and say please do it

[0:34:26] Voice 2: or one by one do it either way you give us direction and we'll make those changes

[0:34:30] Voice 2: um yeah

[0:34:33] Voice 2: trustee stemford please yeah

[0:34:35] Trustee Stamford: yeah i guess i again what trustee patrick when we say

[0:34:38] Trustee Stamford: improve like is that forever then um i

[0:34:44] Trustee Patrick (probable): think it's ongoing improvement we should always be

[0:34:48] Trustee Patrick (probable): evaluating we should always be improving so it's a forever thing yeah and

[0:34:53] Trustee Stamford: and i'm just gonna add

[0:34:55] Trustee Stamford: just i would like under definitions i know we're not quite there yet but before i forget

[0:35:01] Trustee Stamford: at um a definition of governance what does it mean i think it's quite a vague term um we have

[0:35:08] Trustee Stamford: to be on side as to what it is that we're we're trying to accomplish here but um i'm happy with

[0:35:15] Trustee Stamford: the more wide open purpose okay

[0:35:19] Trustee Middleton: thank you thank you uh trustee long race i

[0:35:22] Voice 1: was just going to

[0:35:23] Voice 1: second trustee patrick's motion to add improve to make it an official motion i think there is

[0:35:34] Trustee Patrick (probable): is a suggested motion on the top of page four

[0:35:37] Trustee Patrick (probable): that we can just add,

[0:35:39] Trustee Patrick (probable): we can wrap all our suggestions together.

[0:35:42] Trustee Middleton: Yes.

[0:35:45] Trustee Middleton: Could I ask you to state your pleasure

[0:35:49] Trustee Middleton: in what point number one would be, Vice Chair Patrick?

[0:35:53] Trustee Patrick (probable): Just

[0:35:54] Trustee Middleton: to improve governance?

[0:35:55] Trustee Patrick (probable): Yeah, just to emphasize improvement of governance.

[0:36:01] Voice 9: I think that's...

[0:36:08] Voice 9: yeah and no i see no objection

[0:36:10] Trustee Middleton: there so that obviously we'll make a motion to uh move forward

[0:36:15] Trustee Middleton: with any other items that we we touch on now in terms of purpose um raise for patrick's that

[0:36:21] Trustee Middleton: sent the review well

[0:36:24] Trustee Patrick (probable): i i was thinking we i mean are there other suggestions i think we should add

[0:36:27] Trustee Patrick (probable): you know if item one is improved what's you know are there other ideas i think that that's the idea

[0:36:32] Trustee Patrick (probable): and then we can just run this motion once for

[0:36:34] Trustee Middleton: sure yeah yeah no i think that's the way to do it

[0:36:37] Trustee Middleton: uh to your brain about the fun goes on and if it figures any ideas um you uh vice chair patria

[0:36:44] Trustee Middleton: sent me the a governance report a review just uh issued by the city of victoria and it's interesting

[0:36:51] Trustee Middleton: to see it's it's a report done by an organization that basically reviews its governance structures

[0:36:58] Trustee Middleton: looks like every five years and it's interesting to see what you know the future for our committee

[0:37:03] Trustee Middleton: and the trust itself might look like five years down the road paying uh basically ongoing attention

[0:37:09] Trustee Middleton: to matters of governance and as our ceo said becoming sort of that the workshop for issues

[0:37:14] Trustee Middleton: that um would be of value for the for the uh council and the organization at large as well

[0:37:20] Trustee Middleton: as local trust committees so so i think it's a good suggestion and any anything else anybody has

[0:37:26] Trustee Middleton: on their minds that you'd want to see as the purpose the the suggestion and i'm not advocating

[0:37:33] Trustee Middleton: for this but just to throw it out there the whistler uh council their committee is the

[0:37:39] Trustee Middleton: governance and ethics committee and it in in it basically deals with um ethical issues in regard

[0:37:45] Trustee Middleton: the elected officials and separates those from uh staff which is a you know staff function nothing

[0:37:52] Trustee Middleton: to do with the uh uh with the governance role so i i guess i'm not advocating for that but it is

[0:37:59] Trustee Middleton: it is one way that obviously councils do deal with um uh the roles and responsibilities of

[0:38:06] Trustee Middleton: their own members would

[0:38:11] Voice 9: that include committees so

[0:38:13] Trustee Stamford: local trust committees that's

[0:38:16] Trustee Middleton: a good question

[0:38:17] Trustee Middleton: um i i think personally i think it may be a bit more that we can take on right now because it

[0:38:23] Trustee Middleton: would be i could see as evolving perhaps to that role but that would be perhaps a more

[0:38:28] Trustee Middleton: more controversial stance that we would take at this point.

[0:38:34] Trustee Middleton: Vice Chair Patrick, yes, I see your hand.

[0:38:36] Trustee Patrick (probable): No, I agree with you.

[0:38:37] Trustee Patrick (probable): I mean, I had argued that at the table

[0:38:39] Trustee Patrick (probable): that it was something to consider.

[0:38:41] Trustee Patrick (probable): We were told to go create a governance committee.

[0:38:43] Trustee Patrick (probable): So I think this is something we can evolve in.

[0:38:45] Trustee Patrick (probable): I mean, this is gonna evolve.

[0:38:46] Trustee Patrick (probable): So I'd say keep it broad and simple at this point.

[0:38:53] Voice 9: Yeah,

[0:38:54] Trustee Middleton: not wanting to leave those two bullet points,

[0:38:58] Trustee Middleton: two and three blank,

[0:39:00] Trustee Middleton: but I think the breadth of the purpose captures our intent

[0:39:07] Trustee Middleton: with the addition.

[0:39:08] Trustee Patrick (probable): There are, I mean, this should be broad

[0:39:12] Trustee Patrick (probable): as into all the elements of the terms of reference

[0:39:15] Trustee Patrick (probable): for this motion, not just the purpose statement.

[0:39:18] Trustee Middleton: Yes, yeah, I think we have, I think, okay,

[0:39:22] Trustee Middleton: maybe I ask for your guidance here, CAO.

[0:39:24] Trustee Middleton: Yes.

[0:39:25] Voice 9: The

[0:39:25] Trustee Middleton: next motion basically,

[0:39:26] Trustee Middleton: which is um in in reference to the policy governing the committee that yeah that actually

[0:39:32] Trustee Middleton: encapsulates the terms of reference of the committee does it not they

[0:39:36] Voice 2: uh thank you for that

[0:39:37] Voice 2: um in true island stress fashion we have two policies that um work together to provide

[0:39:44] Voice 2: your horizon so i just when we we look at the items on the top of page five which is you should

[0:39:52] Voice 2: contemplate your purpose any policy or policy changes your meeting and meeting frequency

[0:39:59] Voice 2: reporting responsibilities this resourcing you need any other funding you should turn your minds

[0:40:06] Voice 2: to those elements and then we will come back to you with amended terms of reference and any amended

[0:40:12] Voice 2: policy elements that reflect your wishes so it's awkward because you have to do one and then the

[0:40:19] Voice 2: other the terms of reference is more yours to contemplate what are we going to do what's our

[0:40:27] Voice 2: area of focus and then the policy you I think you can direct us to go amend the policy but you need

[0:40:33] Voice 2: your eyes on it and we would reflect that any of those changes in the policy to to allow obviously

[0:40:39] Voice 2: for governance committee for some specialized voting as opposed to an appointment process

[0:40:44] Voice 2: success, et cetera, et cetera. So before you leave this report, I think you should look at

[0:40:52] Voice 2: your purpose, the policy, your meetings, who do you report to, your interests in resources and

[0:41:01] Voice 2: staff support and funding, and just say what your interests there and we'll build them into both of

[0:41:08] Voice 2: those so so far you've just talked about the purpose right

[0:41:11] Trustee Middleton: thank you very helpful trustee

[0:41:14] Trustee Middleton: stamford um

[0:41:18] Trustee Stamford: uh i'm thinking just given some of the things that are happening in the other

[0:41:25] Trustee Stamford: committees uh always including is this the right place for a communication strategy

[0:41:32] Voice 9: in

[0:41:33] Trustee Stamford: our terms of reference i think i'd like to see that in all terms of references

[0:41:38] Trustee Stamford: references right now is that at least that's detailed out to a certain extent right

[0:41:45] Trustee Middleton: um thank

[0:41:46] Trustee Middleton: you i think there was a a recommendation from our ceo in regards just that point if i'm

[0:41:53] Trustee Middleton: not mistaken it's

[0:41:55] Voice 2: later in the agenda yeah okay but it can be addressed now because it would be

[0:42:02] Voice 2: if you want to have that as a communications function built into your terms of reference

[0:42:06] Voice 2: or reporting and who would that be to external or internal or

[0:42:12] Trustee Stamford: consideration of both so i i would

[0:42:16] Trustee Stamford: like to add as i i think item two is the addition of a communications strategy

[0:42:24] Voice 9: um both internal and

[0:42:31] Voice 9: external um thank you um trustee

[0:42:40] Trustee Middleton: allen i see your hand up yeah

[0:42:43] Trustee Allen (probable): i'm just wondering um in terms of our

[0:42:45] Trustee Allen (probable): our excuse me our process and our direction like how we're going to go about all this

[0:42:52] Trustee Allen (probable): is that assumed to be already built in with uh you know duties and responsibilities or purpose or

[0:42:59] Trustee Allen (probable): can this be built into with something because there's nothing about how this is all going to

[0:43:03] Trustee Allen (probable): go about and how we're going to do this what's our direction or is that just going to is that

[0:43:11] Trustee Allen (probable): just going to unfold as we go along yeah

[0:43:15] Trustee Middleton: it's a good discussion that's giving me a couple ideas

[0:43:19] Trustee Middleton: is to to flesh out those those points further so uh thank you for that uh trustee peterson um

[0:43:27] Trustee Middleton: let's go ahead please thank

[0:43:31] Voice 6: you yeah i'm just clarification um ceo you were you were mentioning

[0:43:35] Voice 6: um how governance can unfold from uh the committee out to local trust committees potentially i was

[0:43:43] Voice 6: just noticing in the uh number two under section p of the policy uh there's lines says the

[0:43:50] Voice 6: responsibility stated apply to the following areas which states at this point trust council

[0:43:55] Voice 6: governance and management um which doesn't necessarily automatically i don't think follow

[0:44:06] Voice 6: directly to local trust committees but no

[0:44:11] Voice 2: not at this point okay

[0:44:13] Voice 6: so i just wanted to flag that as

[0:44:16] Voice 6: something we might want to consider or not thank

[0:44:19] Trustee Middleton: you i'll just speak um at your pleasure here i see

[0:44:26] Trustee Middleton: that trustee allen i think makes a good point in that we will we want a broad mandate but at

[0:44:33] Trustee Middleton: the same token we do have a mission before us and i would suggest maybe we put something there that

[0:44:39] Trustee Middleton: as in uh to consider and implement as um as required uh recommendations from um

[0:44:51] Trustee Middleton: uh what we're gonna say consultants i'm thinking of the the great northern report of course um

[0:44:58] Trustee Middleton: i i suspect down the road we'll avail ourselves of of expertise in the future but of course i

[0:45:04] Trustee Middleton: think that's really our main goal at this point was that we were uh constituted to consider and

[0:45:12] Trustee Middleton: determine uh the relevance and or how to implement some of the recommendations in in the report

[0:45:18] Trustee Middleton: i don't know how if it's appropriate to capture that in the purpose of the committee it's obviously

[0:45:23] Trustee Middleton: the the immediate uh a goal of the committee it's our it's our work plan i guess you would say but

[0:45:30] Trustee Middleton: but I don't know if that necessarily would be captured

[0:45:33] Trustee Middleton: in the purpose or something broader,

[0:45:36] Trustee Middleton: like as I said, consider and implement

[0:45:42] Trustee Middleton: professional guidance as relevant

[0:45:44] Trustee Middleton: or as we may determine as a committee.

[0:45:50] Trustee Middleton: Trustee Patrick.

[0:45:52] Trustee Patrick (probable): Well, I think that's duties and responsibilities.

[0:45:54] Trustee Patrick (probable): Those are items that we could list

[0:45:55] Trustee Patrick (probable): as duties and responsibilities.

[0:46:00] Trustee Middleton: Okay.

[0:46:03] Trustee Middleton: Mayor Mrakas, Just

[0:46:04] Voice 1: a quick question now the current trust programs committee and the regional planning committee, do they have an external communications policy within their terms of reference.

[0:46:19] Voice 2: Mayor Mrakas, I don't think they do.

[0:46:23] Voice 2: Mayor Mrakas, They would undertake that function in some ways, and I think it's reasonable to say that this is an underdeveloped piece of work for the trust.

[0:46:33] Voice 2: um you know i know uh trustee middleton will reflect back on the select committee it didn't

[0:46:39] Voice 2: really have a communications function associated with it it didn't do that and i think it probably

[0:46:45] Voice 2: ran up against some challenges associated with that so anytime a new committee forms i think you

[0:46:50] Voice 2: you can reimagine the world and um if you choose to have some communication like communications is

[0:46:57] Voice 2: going to occur associated with the governance committee whether it it's in the policy or not

[0:47:02] Voice 2: someone will be responding or you will be coming up with determinations or recommendations that

[0:47:07] Voice 2: attract both internal and external interest um so you could you could be the first committee that

[0:47:13] Voice 2: considers having um some sort of communication strategy or you could leave it as it is

[0:47:18] Voice 2: um i suspect there will be communications going on yeah

[0:47:24] Voice 1: granted there will be some communication

[0:47:25] Voice 1: going on and i think this is a broader question for trust council then in september as well about

[0:47:31] Voice 1: the other committees and the communication strategy yeah yeah

[0:47:38] Trustee Middleton: because i i would say that

[0:47:40] Trustee Middleton: if anything our we are uh basically doing work at the the pleasure of council in order to be

[0:47:50] Trustee Middleton: implemented by council which is where i see the communications perhaps happening more i i see us

[0:47:57] Trustee Middleton: not to make our work sound unglamorous but we're most definitely in the basement

[0:48:03] Trustee Middleton: working with the plumbing of the organization that when we come up with recommendations I mean

[0:48:09] Trustee Middleton: if we for instance came up with a recommendation about the election of the executive I'm not sure

[0:48:14] Trustee Middleton: other council members would appreciate us communicating that outside of council as one

[0:48:21] Trustee Middleton: example I mean I take your point trustee Stanford I'm just just wondering if it requires sort of

[0:48:28] Trustee Middleton: a sense of how we find our feet before we um before we implement something such as a

[0:48:34] Trustee Middleton: communication strategy just to see how internal or external our role is and

[0:48:39] Trustee Stamford: just in response i

[0:48:40] Trustee Stamford: think that's maybe what it needs to outline is that any kind of communication strategy

[0:48:46] Trustee Stamford: includes that kind of a structure so that we are clear how that

[0:48:52] Trustee Stamford: focuses or not

[0:48:53] Trustee Middleton: okay that that's

[0:48:55] Trustee Middleton: that's an excellent point thank you for that clarification yeah um so to the uh i guess trustee

[0:49:06] Trustee Middleton: uh or vice chair patrick's point about the sorry what's my patriot under policy the duties and

[0:49:12] Trustee Middleton: responsibilities um is that satisfactory that the the work of considering and potentially

[0:49:19] Trustee Middleton: implementing the the governance review is is listed there or do you committee members see

[0:49:26] Trustee Middleton: that being listed or described elsewhere i see trustee peterson you have your hand up

[0:49:34] Voice 6: yeah thank you i was just gonna um comment briefly on the communications piece um and

[0:49:44] Voice 6: just that you know we're now in an era where we're live streaming and recording uh committee meetings

[0:49:50] Voice 6: things and so the the approach that we have been taking um in terms of communications

[0:50:00] Voice 6: it's going to have to change especially if we are are wanting to kind of get ahead of

[0:50:07] Voice 6: up the curve oh pardon me am i still there can you still hear me

[0:50:17] Voice 9: yeah okay

[0:50:18] Voice 6: i just lost

[0:50:18] Voice 6: us out there um yeah so i mean it's sort of it's for all committees and it and it's for trust

[0:50:25] Voice 6: council to consider but um you know we're having this meeting today people are able to live stream

[0:50:32] Voice 6: it and stuff the more the all parts of the organization are able to produce uh clear

[0:50:41] Voice 6: public communication um kind of on the heels of of these type of meetings that the less sort of

[0:50:49] Voice 6: of room there is for stuff to be spun it's just a more general comment than just about what we're

[0:50:55] Voice 6: doing today but it's the paradigm has changed you know we used to have meetings uh in person and

[0:51:02] Voice 6: and we didn't have social media and we'd have all this access so i think our whole communications

[0:51:08] Voice 6: for all parts of the organization are going to have to kind of get up to speed with the fact

[0:51:13] Voice 6: that people are are able to watch our deliberations you know in real time at this point so we're going

[0:51:20] Voice 6: to definitely need to think about how how nimble we can be about getting you know the message out

[0:51:27] Voice 6: there you're

[0:51:34] Trustee Middleton: muted sir sorry uh thanks justy peterson uh vice chair patrick please yeah just

[0:51:42] Trustee Patrick (probable): back to the roles and responsibilities um absolutely concur that of course one of our

[0:51:47] Trustee Patrick (probable): our role is to deal with the governance report, but I also point out on page 11 of the agenda

[0:51:53] Trustee Patrick (probable): package, the CAO did step out that the governance committee should have the ability and authority

[0:51:58] Trustee Patrick (probable): to examine issues beyond the recommendations of the governance review. Now, the CAO lists a bunch

[0:52:04] Trustee Patrick (probable): of items there, and I guess I'd look to the CAO for advice. Do you need us to choose and select

[0:52:09] Trustee Patrick (probable): or list or make suggestions, or can we have a broader statement that's sort of, you know,

[0:52:15] Trustee Patrick (probable): know, I love like job descriptions, other duties as assigned, you know, how can we do that without

[0:52:21] Trustee Patrick (probable): having to explicitly think of everything?

[0:52:25] Voice 2: Well, great. Thank you very much. Through the chair.

[0:52:28] Voice 2: So I think your purpose statement provides you that broader room. And even though you might have

[0:52:36] Voice 2: when you when I see duties and responsibilities in our current policy framework, it's under policy,

[0:52:42] Voice 2: policy right so when you look on page six this template where it says governance committee terms

[0:52:49] Voice 2: of reference that template is the same template as all the other committees at the islands trust

[0:52:54] Voice 2: have so when you think duties and responsibilities that's under the polit the b policy and while

[0:53:01] Voice 2: somewhat nervous that the committee's actually saying we're doing work on this one report which

[0:53:07] Voice 2: you would not find in any other committee structure right it would be to implement any

[0:53:12] Voice 2: any recommendations associated with governance at the Islands Trust, whether it be this report,

[0:53:17] Voice 2: a report next year, a sub-report, anything, you would have that responsibility. But I understand

[0:53:24] Voice 2: there's probably a desire to have the specificity of that listed. It's listed on 1.1 right now,

[0:53:30] Voice 2: where it speaks to that one governance report. But you would have that responsibility for

[0:53:35] Voice 2: any reports that come forward into the future. So if you have any of these,

[0:53:41] Voice 2: So I think you're well on your way to doing exactly that. So sort of initially doing this, but then an ongoing basis, evaluating, identifying and providing advice to council on emerging governance and management issues. And I don't think you necessarily have to go through the, I put that list forward so that as we start a whole new structure here, it's not so narrow that it can't survive one or two years.

[0:54:09] Voice 2: or you know we do most of this and then we're done um and it looks like on 15 a to j we likely

[0:54:18] Voice 2: need some body to look at those things and make them better than they are right now at the trust

[0:54:27] Voice 2: you could have this conversation right now for the next two hours about those things

[0:54:30] Voice 2: right specifically um just as long as they they don't get lost um i would think and right now

[0:54:39] Voice 2: I see your terms of reference would encapsulate much of this. And then finally, what I would say

[0:54:44] Voice 2: is, as you develop your terms of reference and purpose, you have to acknowledge the authority

[0:54:51] Voice 2: and legitimacy of the other committees and functions at the Allen's Trust, Trust Council

[0:54:55] Voice 2: itself, Executive Committee, you know, they're the ones that have overall communications

[0:55:00] Voice 2: responsibility for the Allen's Trust. How do you support them in your work?

[0:55:04] Voice 2: um uh you know you so you would take on specific elements but not move into another committee's

[0:55:14] Voice 2: area of responsibility ec for instance manages the island's trust you wouldn't take on a management

[0:55:20] Voice 2: function of the island's trust in a certain way so it's too late for a short answer but i think

[0:55:26] Voice 2: as long as you're these are illustrative if you want to include specific ones because they really

[0:55:32] Voice 2: matter to you you could add them to the policy section up here but i think your mission

[0:55:38] Voice 2: statement or your purpose so far in your discussions is broad enough to include those items

[0:55:45] Voice 2: and they could be the rest of it can be annual projects or projects that you take up

[0:55:49] Voice 2: but they're not lost um as an addendum to the terms of reference you could you could say

[0:55:56] Voice 2: a appendix A, we would also consider, when appropriate, the following. And you could

[0:56:04] Voice 2: list some of those things out, and they may or may not get picked up in the future. Thanks.

[0:56:10] Voice 2: Great. Thank you. Thank you very much.

[0:56:17] Trustee Middleton: Yeah, I'm thinking that just while moving down the

[0:56:23] Trustee Middleton: bullet points there on page five, I believe it was top of page five, just our meetings. Obviously,

[0:56:30] Trustee Middleton: Obviously, we envisage quarterly meetings, but I'm wondering, do we, and this would really be a recommendation for the next committee, do we want to recommend, I guess, increased resourcing of this committee?

[0:56:45] Trustee Middleton: This would probably be a decision of council to increase resourcing to actually move with more, perhaps, speed on some of those recommendations, or is the quarterly meeting format acceptable?

[0:57:02] Voice 1: aren't the current standing committees the standard that the base number is four meetings

[0:57:09] Voice 1: per year but then that's

[0:57:12] Trustee Middleton: correct yeah trustee stamford please um

[0:57:19] Trustee Stamford: without delving too deeply

[0:57:21] Trustee Stamford: i would like to stay at the quarterly and then meetings can be added understanding that it does

[0:57:30] Trustee Stamford: does have an impact on budget and resources,

[0:57:33] Trustee Stamford: but I would like to keep it quarterly at this point

[0:57:39] Trustee Stamford: for this particular iteration of this committee.

[0:57:45] Trustee Middleton: Okay, thank you.

[0:57:47] Trustee Middleton: Trustee Peterson.

[0:57:52] Voice 6: Yeah, I was just going to point out that,

[0:57:54] Voice 6: for example, Trust Programs Committee,

[0:57:57] Voice 6: when working on the policy statement review,

[0:57:59] Voice 6: view um decided to move up to six meetings a year in order to try and you know get the process going

[0:58:08] Voice 6: a little bit more uh efficiently and in a more timely manner and i think that that would be up to

[0:58:13] Voice 6: the the governance committee to um you know the incoming committee to decide if that was

[0:58:19] Voice 6: desirable to do that um there didn't seem to be a big problem with trust programs committee doing

[0:58:26] Voice 6: it so unless the cao says different i think we should just stick with quarterly and let that

[0:58:31] Voice 6: the incoming committee make that determination okay

[0:58:36] Trustee Middleton: thank you um i'm just wondering if we've

[0:58:42] Trustee Middleton: got this shaped up enough that uh a member might entertain a motion at this point um

[0:58:48] Trustee Middleton: i'm of course happy to have further discussion but um um vice chair patrick i see your hand is raised

[0:58:55] Trustee Middleton: Well,

[0:58:55] Trustee Patrick (probable): we still have to deal with the juicy topics here of resources and funding. And in regards to funding, would we not be similar to the other committees where, you know, I'd love to say, well, we know what we want, and here's the money we need to do it.

[0:59:13] Trustee Patrick (probable): it well we haven't even been able to discuss things yet so um you know we may have to discuss

[0:59:19] Trustee Patrick (probable): how do we provide funding next year's budget in some sort of earmarked way um but i assume once

[0:59:27] Trustee Patrick (probable): this committee matures um it would propose its projects through business cases just like the

[0:59:33] Trustee Patrick (probable): other committees do um and then as far as staff resources is this legislative services or is this

[0:59:43] Trustee Patrick (probable): What executive, you know, we need support and we'd look to the CAO as to who would be the supportive staff person, you know, to this committee.

[0:59:59] Trustee Middleton: Thank you.

[1:00:00] Trustee Middleton: you yeah um do you want to shall we hear from trustee allen ceo before before you speak that's

[1:00:05] Trustee Middleton: okay okay great thank you trustee allen would you go ahead please yeah

[1:00:10] Trustee Allen (probable): it's just it's just sort of

[1:00:11] Trustee Allen (probable): following up with uh trustee patrick said regarding you know so the role of if you know if you want to

[1:00:16] Trustee Allen (probable): look at hiring an office of the secretary as well so it sort of ties in with the whole funding

[1:00:21] Trustee Allen (probable): great

[1:00:25] Voice 2: um so yes in terms of funding my understanding is you have fifteen thousand

[1:00:32] Voice 2: dollars of discretionary income between now and march 2023 so those are the dollars you have

[1:00:39] Voice 2: available to you on a discretionary basis now in this report i made i made uh without being too

[1:00:46] Voice 2: presumptuous i made we did a sort of thumbnail assumption of what it costs to have a committee

[1:00:52] Voice 2: and that's about 30 to 40 thousand dollars and what does that mean that means me sitting here

[1:00:58] Voice 2: lori sitting here organizing your meetings every now and then you're going to have a live

[1:01:03] Voice 2: meeting getting any this isn't contracted work this is just hourly work that any of the standing

[1:01:12] Voice 2: committees generate in non-exceptional circumstances so that's something that the

[1:01:19] Voice 2: trust will have to contemplate as they move into their budget cycle right now and you'll notice

[1:01:24] Voice 2: not being that myself you know myself Lori and David are your staff support a governance

[1:01:37] Voice 2: committee needs a specific staff support David in his function he's essentially functioning as

[1:01:46] Voice 2: the secretary to the Allen's Trust and the director of legislative services and anything

[1:01:53] Voice 2: thing you do has implications associated with those very things um so this is um executive

[1:02:01] Voice 2: executive level work that um so i would be a resource to you so what that means is that

[1:02:07] Voice 2: displaces some other things that we do um and there aren't any resources dedicated to relieve

[1:02:15] Voice 2: that so it's just an it's there's a new forty thousand dollars of work with no associated

[1:02:20] Voice 2: resources with it so it's a it's it's a question to think as you as you move forward i'm just here

[1:02:26] Voice 2: you know um the three of us as we organize your meetings are just making room right now and moving

[1:02:32] Voice 2: other things um aside so that's the staff resourcing question the funding question

[1:02:37] Voice 2: as you look at what kind of external resources you may or may not need the fifteen thousand dollars

[1:02:42] Voice 2: might be plenty or it might be just a little bit um there's other probably some other analysis that

[1:02:49] Voice 2: you're going to need to have happen and so as you look at those uh the various recommendations

[1:02:56] Voice 2: legal advice and other things or you need some more consultancy you'd go following 2020 march

[1:03:02] Voice 2: 2023 we want to allocate x dollars associated with that so you're forced unfortunately to

[1:03:08] Voice 2: begin contemplating that question a bit before you know exactly what you want to do thank you

[1:03:16] Trustee Middleton: thank you yes and it it's it has been noted i think uh by a couple people uh council level

[1:03:24] Trustee Middleton: that the um recommendations from the um the the governance review team were billed as cost neutral

[1:03:31] Trustee Middleton: and um obviously here we are now proposing quite quite understandably a um a potential

[1:03:38] Trustee Middleton: forty thousand dollar budget for a standing committee um i think it's the current before

[1:03:43] Trustee Middleton: of the whole situation we have to fund it we have to provide it the resources it needs to operate

[1:03:48] Trustee Middleton: and staff have to know that the priority has been set and i think the idea of the revenue neutrality

[1:03:55] Trustee Middleton: comes out of potential savings around the budgeting process and the the strategic planning

[1:04:01] Trustee Middleton: uh process or just perhaps the obvious ones but i i i think the recommendation from the

[1:04:07] Trustee Middleton: The CEO around the budget is perfectly reasonable in what we probably, the only real approach we could take right now without knowing more.

[1:04:18] Trustee Middleton: And likewise, I think his recommendation for the staffing resources is dead on.

[1:04:21] Trustee Middleton: I think the Director Marla and our CEO and Lori are the key people that we need at the table.

[1:04:30] Trustee Middleton: So, yeah, thank you.

[1:04:33] Trustee Middleton: Further comments, CEO?

[1:04:34] Trustee Middleton: deal so

[1:04:35] Voice 2: then moving forward out of the terms of reference and so forth we know you've got your

[1:04:41] Voice 2: current budget and we would communicate with executive committee that they need to make

[1:04:46] Voice 2: more space available in in our those three staff positions work time to assist the governance

[1:04:54] Voice 2: committee and there will be the and how i'll explain it is we'll have to readjust moving into

[1:05:00] Voice 2: next year and the year after it's it's unlikely it's an explicit dollar it's a utilized dollar

[1:05:06] Voice 2: that you will be using um and maybe that's a first way to to move forward you might want to

[1:05:14] Voice 2: contemplate now though do you want to say earmark twenty thousand dollars for the upcoming budget

[1:05:21] Voice 2: budget discussions for 2020 March 2023-24 or because you don't want to get into the fall

[1:05:33] Voice 2: with without thinking about some some discretionary funds to assist your work

[1:05:40] Voice 2: I know that if trust programs committee or regional planning committee doesn't have a

[1:05:47] Voice 2: specific dollar they often ask trust council for 15 to 20 to 25 thousand dollars which

[1:05:52] Voice 2: they almost they often use as a placeholder i'm not so you might want to put 10 in but at least

[1:05:59] Voice 2: contemplate that i feel i've done my job if i've told you um you should think about what you may

[1:06:04] Voice 2: or may not need not in this first six months but in this in the six months that follows

[1:06:11] Voice 2: thank you

[1:06:11] Trustee Middleton: sir uh trustee along the race yeah

[1:06:14] Voice 1: just i'm just trying to understand something

[1:06:16] Voice 1: in terms of the budget i'm not that up on budgets necessarily but the budget that we're given we're

[1:06:23] Voice 1: talking about the cost for the committee being staff time so by holding this meeting right now

[1:06:28] Voice 1: we have a budget of fifteen thousand dollars so have we in effect expended the amount of staff

[1:06:34] Voice 1: time salary at this meeting from that budget no

[1:06:39] Voice 2: those are discretionary dollars that you could

[1:06:41] Voice 2: use for a contracted engagement but i suspect the governance committee at some point will say

[1:06:47] Voice 2: say, just shuffling the staff around to different places, you know, there's costs associated with

[1:06:54] Voice 2: that. So that we're on, this is a new committee. It's having, it's needing some staff resourcing

[1:07:01] Voice 2: or any other resourcing, meetings, food, travel, all of, you know, don't start off

[1:07:10] Voice 2: limiting yourselves relative to the other committee. So you having a budget is a reasonable

[1:07:17] Voice 2: reasonable consideration to operate. And also, you know, so right now, trust programs committee,

[1:07:24] Voice 2: I think has a $5,000 just operational budget. So at a minimum, I would think that you would

[1:07:29] Voice 2: want to have a $5,000 operational budget. And the staff time, as I've said, would need to be

[1:07:37] Voice 2: sort of a negotiation or if you don't get a new dedicated resource, it would be the staff

[1:07:43] Voice 2: have already talked about so work responsibilities would be adjusted and um then you also need some

[1:07:51] Voice 2: some funds for any contracted work that you want to do thank you for

[1:07:59] Trustee Middleton: that no dollars have been spent

[1:08:00] Trustee Middleton: so far gotcha thank you um yeah i think it's entirely reasonable that we project a budget

[1:08:08] Trustee Middleton: budget ask uh to support the work of the committee knowing as we do that uh we're delving into um uh

[1:08:18] Trustee Middleton: an area that has professional expertise available to to us as we've already seen with the consultants

[1:08:23] Trustee Middleton: that we contracted and one of the suggestions is that we avail ourselves of that expertise at the

[1:08:29] Trustee Middleton: at the uh committee table and so obviously that would be a compensated um proposition

[1:08:35] Trustee Middleton: So, might I suggest that we go for the $20,000 figure as a placeholder for the first six

[1:08:45] Trustee Middleton: months of the committee's work, particularly if some of the committee members are new to

[1:08:53] Trustee Middleton: this area.

[1:08:54] Trustee Middleton: It would take some, I think, perhaps resourcing to have people get their heads around their

[1:08:59] Trustee Middleton: role and responsibility as a member of the Governor's Committee, and that would perhaps

[1:09:03] Trustee Middleton: to be a contracted uh um ask just as a very preliminary thought as to what that money would

[1:09:10] Trustee Middleton: be for and then things like for instance if the committee chooses to take on that the idea of a

[1:09:17] Trustee Middleton: secretariat role for trust council independent of the public service clearly there's going to

[1:09:23] Trustee Middleton: be a legal question there and that that also will need to be uh resourced so i i would just put out

[1:09:29] Trustee Middleton: out there the twenty thousand dollar figure for the for the first six months to to be reflected

[1:09:34] Trustee Middleton: in the notes so that would be

[1:09:37] Voice 2: for a year I think sir so that would be this is just the start of

[1:09:42] Voice 2: your conversation yeah but but you've got 15 that'll take you to March yeah and then your

[1:09:47] Voice 2: your annual budget request for the following year I'm hearing is is 20 yeah and

[1:09:54] Voice 2: that we may as an

[1:09:55] Trustee Middleton: up as a

[1:09:56] Trustee Middleton: suggestion sure and then trustee stanford did you have your hand up to comment there i i

[1:10:02] Trustee Stamford: was just gonna say uh you know i'm happy to move the motion if that is considered reasonable thank

[1:10:08] Trustee Middleton: you and that advice for patrick i

[1:10:11] Trustee Patrick (probable): mean i was hearing there's an operational budget and then

[1:10:17] Trustee Patrick (probable): the 20 000 was being referenced to expenditure budget for other things so i want to be clear

[1:10:24] Trustee Patrick (probable): or that we're not mixing the two?

[1:10:29] Voice 2: There's probably no perfect answer just here starting out.

[1:10:34] Voice 2: I think you could legitimately make the case to Trust Council

[1:10:39] Voice 2: that for next year in total of discretionary funds,

[1:10:44] Voice 2: you would have $20,000.

[1:10:48] Voice 2: I think you could make that case,

[1:10:51] Voice 2: and that would include your operations

[1:10:53] Voice 2: as well as any potential legal or contracted work and if something got bigger you could always come

[1:10:58] Voice 2: back and ask for a budget adjustment it's

[1:11:02] Trustee Stamford: a starting point yeah

[1:11:03] Trustee Middleton: do we need uh ceo hudson

[1:11:08] Trustee Middleton: bella would you suggest we have a motion there or is that something you'll capture in the uh

[1:11:12] Trustee Middleton: in the um uh the document that uh staff will bring forward in terms of policy no

[1:11:20] Voice 2: this is this is a

[1:11:21] Voice 2: bit of an aside um at some point you will be making a budget request of trust council

[1:11:28] Voice 2: and this is your first initial thinking of it you can sit on this and have that refine your

[1:11:35] Voice 2: thinking and maybe have a discussion at your next meeting um but we are in the process of doing

[1:11:40] Voice 2: exactly that so we've stepped out of sort of the terms of reference okay specifically but in a

[1:11:45] Voice 2: global way you've said no we need funding and um this is um so you've addressed the terms of

[1:11:51] Voice 2: rest element as well um you can refine the twenty thousand dollar request between now and uh september

[1:11:59] Voice 2: thank you

[1:11:59] Trustee Middleton: um other uh fellow committee members uh that seems like a reasonable approach to

[1:12:07] Trustee Middleton: discuss further at the next meeting it does for me

[1:12:10] Trustee Middleton: okay um and then as far as staff resourcing i

[1:12:15] Trustee Middleton: and any comments I think the CEO isn't exactly who I think I would like to see at this

[1:12:22] Trustee Middleton: committee table but obviously open to thoughts suggestions or comment okay

[1:12:31] Trustee Middleton: great okay Vice Chair Patrick may I ask you do you see that we have a path forward to

[1:12:41] Trustee Middleton: a motion here or do we need to engage in further discussion on items I might not be

[1:12:47] Trustee Middleton: focusing on i

[1:12:49] Trustee Patrick (probable): always consider a terms of reference a work in progress so i think we have a starting

[1:12:53] Trustee Patrick (probable): point and we should always look at it

[1:12:58] Trustee Middleton: okay so um we we do have a recommendation which is in the

[1:13:08] Trustee Middleton: form of a motion um i would ask one question sir

[1:13:12] Voice 2: yes sir on page i've never seen a terms of

[1:13:19] Voice 2: reference say that you must have a contracted external expert um you certainly can do whatever

[1:13:26] Voice 2: you feel like but do you always want to have one on standby this says is to be supported by an

[1:13:37] Voice 2: expert and i expect you will do that and it will be a function of funding but you um you can i just

[1:13:46] Voice 2: want to make sure that we didn't get past this moment without you secure in what that wording is

[1:13:51] Voice 2: because it's in your terms of reference and any potential implications associated with

[1:13:57] Voice 2: notwithstanding the need for it um there are mechanisms that trust to get this done

[1:14:03] Voice 2: um so i just draw yourself draw you to that point before we move forward you make

[1:14:08] Trustee Middleton: a when you vote

[1:14:09] Trustee Middleton: thank you for that um uh trustee stanford uh

[1:14:14] Trustee Stamford: thanks for pointing that out um russ i did

[1:14:18] Trustee Stamford: did notice that before and forgot about it um I would like to recommend we soften that we have

[1:14:24] Trustee Stamford: the ability to have external um experts but that it's not a requirement great

[1:14:34] Trustee Middleton: thank you uh uh

[1:14:35] Trustee Middleton: trustee long race uh

[1:14:37] Voice 1: yeah I'm fine with that really the intent is that we would the committee

[1:14:42] Voice 1: itself would decide when and if it needs uh outside consultants absolutely and I see that

[1:14:49] Voice 1: That first as being someone who would potentially attend meetings and provide advice, not somebody that's going to go out and do a report for us necessarily.

[1:14:57] Voice 1: So that was my view anyway.

[1:15:01] Trustee Middleton: Vice Chair Patrick.

[1:15:03] Trustee Patrick (probable): Yeah, no, to me, this is the items that, you know, annual items that we need to pull together.

[1:15:09] Trustee Patrick (probable): There could be any kind of service that we want.

[1:15:12] Trustee Patrick (probable): You know, we may need professional advice, or we want someone to actually develop questionnaires, or performance measures, or, you know, all of these things. So I think it's just simply dealt with in our recommended actions that we seek funding for.

[1:15:30] Trustee Middleton: So thank you for that. So do we need to formally change the wording of 1.5? Or is that understood from the course of discussion?

[1:15:40] Trustee Middleton: It

[1:15:40] Voice 2: would need to be changed, sir, because we'll all be gone at some point, and that language will remain.

[1:15:48] Voice 2: I'd recommend the consideration of the Governance Committee may be supported by a contracted external expert providing advice subject to funding by Trust Council and direction by the Committee.

[1:16:00] Voice 2: So it's at the Committee's discretion, essentially, but it doesn't require that you do that.

[1:16:07] Trustee Middleton: okay so um that that wording seemed that does somebody wish to make a motion with that

[1:16:12] Trustee Middleton: wording man okay i'll make that

[1:16:15] Voice 1: motion that wording that uh ceo just mentioned i think

[1:16:19] Voice 1: that's appropriate so

[1:16:22] Trustee Middleton: that's to uh replace is in 1.5 with me or is to uh with may be

[1:16:28] Trustee Middleton: that would be supported by a contracted external expert providing advice

[1:16:34] Trustee Middleton: subject to funding by trust council um and then the the final words you had uh

[1:16:43] Trustee Middleton: and

[1:16:43] Trustee Stamford: let's say the governance at the

[1:16:44] Trustee Middleton: discretion yeah the discretion

[1:16:46] Voice 2: of the committee may contract

[1:16:49] Trustee Stamford: external

[1:16:50] Voice 2: yeah may contract external that's right that's better okay how are you doing laurie

[1:16:59] Voice 3: nope the item 1.5 replace is with may to read the governance committee may be supported by a

[1:17:08] Voice 3: contracted external expert providing advice i

[1:17:16] Voice 2: think we're if i may can i help

[1:17:19] Voice 9: yep um

[1:17:21] Voice 2: so it's the governance committee may contract yeah

[1:17:28] Voice 9: external

[1:17:30] Voice 2: expertise

[1:17:31] Voice 2: to provide advice subject to one funding by trust council and two at

[1:17:47] Voice 9: the discretion of committee

[1:17:49] Voice 9: okay so

[1:18:00] Voice 9: with the active voice there

[1:18:04] Trustee Middleton: very nice all right so i may i call that question do

[1:18:10] Trustee Stamford: you have a seconder

[1:18:11] Trustee Middleton: no we don't yet thank you for that a second uh trust me rockefeller and um

[1:18:18] Trustee Middleton: um uh yes i'll call call the question okay i think see all right oh thank you

[1:18:26] Trustee Middleton: that's very nice yeah i think that's that pass that carries uh unanimous unanimously

[1:18:31] Trustee Middleton: thank you um so it's uh uh do you have your hand up trustee language or is that from the okay

[1:18:40] Trustee Middleton: all right a procedural question for you uh ceo if you if you would be so kind

[1:18:44] Trustee Middleton: um so we have basically your uh on the top of page five your recommendation sorry page four thing is

[1:18:53] Trustee Middleton: um that we make a recommendation to staff to develop a draft terms of reference

[1:19:00] Trustee Middleton: with the following elements, one, two, and three.

[1:19:05] Trustee Middleton: With them, we have an additional,

[1:19:09] Trustee Middleton: and so I guess, let me step back.

[1:19:12] Trustee Middleton: So my understanding is that the terms of reference

[1:19:15] Trustee Middleton: become the proposed new policy 2.3.5.

[1:19:19] Trustee Middleton: So we just need that one motion to give you

[1:19:26] Trustee Middleton: basically the authority to go ahead

[1:19:28] Trustee Middleton: and draft a revised 2.3.5 per the comment made by improved governance by trustee Patrick and then

[1:19:36] Trustee Middleton: that amended change to the 1.5 is that is that your understanding where we're at in our very

[1:19:43] Voice 2: very closer so this recommendation has one the amendment by trustee Patrick that was supported

[1:19:50] Voice 2: by committee to the amendment that we've just made and that we will then if you pass those

[1:19:58] Voice 2: we will come back with a draft terms of reference for you to look again to make sure that it reflects

[1:20:04] Voice 2: that and anything else before hopefully before trust council where you can take it to trust

[1:20:09] Voice 2: council and say this is the business we think we're going to do i would then appreciate you

[1:20:14] Voice 2: going to the next report and go amend this policy please to reflect the governance committee's

[1:20:22] Voice 2: existence and then if you're you would direct staff to go and make just sort of the necessary

[1:20:30] Voice 2: amendments to 6.3 policy 2.31 the council committee system to change it and bring it

[1:20:40] Voice 2: forward for trust council to approve and that means i don't think you have to go through this

[1:20:46] Voice 2: a lot today like um frankly uh trustee longer i already did a bunch of this um and so we would

[1:20:53] Voice 2: take that and and just and uh director marla would go through and make those amendments so

[1:20:59] Voice 2: um the recommendation i think you should still address it on page

[1:21:03] Voice 2: seven at least trust council know that you've looked at it and you want those policy changes

[1:21:09] Voice 2: just mean okay so the to help to help i would go and just um um pass the motion as you have it for

[1:21:22] Voice 2: the terms of reference and then that will stand alone we'll go do the we'll come back with the

[1:21:26] Voice 2: draft and then to pass the policy one if you're comfortable with it and then we'll move forward

[1:21:31] Trustee Middleton: okay that that's great and i'm just looking thank you that's helpful i'm just looking to see that

[1:21:36] Trustee Middleton: the wording how we might need to revise the wording of that suggested motion given the

[1:21:41] Trustee Middleton: discussion and the uh amendment we've already made does is that reflected do we just reflect

[1:21:47] Trustee Middleton: that in points one and two or can we simply say as amended um so

[1:21:54] Voice 2: uh did we get a resolution for

[1:21:56] Voice 2: trustee patrick flooring i we didn't vote on it no

[1:22:00] Voice 2: okay so i i what i think it was is to include

[1:22:04] Voice 2: in the purpose emphasis on ongoing improvement so that would stand as number one yeah and two

[1:22:14] Voice 2: we could really take what you've already passed and make that number two um and i think that's it

[1:22:25] Voice 2: i

[1:22:26] Trustee Stamford: i had something oh sorry

[1:22:28] Trustee Stamford: yeah and it was um it was just a request to add under definitions

[1:22:33] Trustee Stamford: uh definition of governance i think that can be misunderstood okay

[1:22:38] Voice 2: i

[1:22:40] Trustee Middleton: we all take that i i guess

[1:22:42] Trustee Middleton: by consent we could include that as one of the point items in the motion if i don't see any

[1:22:49] Trustee Middleton: dissent there i don't believe i do so we'll we'll include that in the motion when we when

[1:22:54] Trustee Middleton: it's eventually tabled or i'd ask that somebody do so or or moved um i just have

[1:23:02] Voice 1: a question which

[1:23:03] Voice 1: What motion are we working on now?

[1:23:04] Voice 1: I'm getting confused.

[1:23:05] Voice 1: Are we on 2.231 or?

[1:23:08] Trustee Middleton: No, 2.231 will come to you in a moment.

[1:23:11] Trustee Middleton: That one's relatively, yeah.

[1:23:13] Trustee Middleton: So we're at the basically,

[1:23:16] Trustee Middleton: I see it written in the report here

[1:23:19] Trustee Middleton: as the top of page four in our package.

[1:23:22] Trustee Middleton: And we've basically penciled in element one,

[1:23:26] Trustee Middleton: which is improvements to governance

[1:23:29] Trustee Middleton: per Vice Chair Patrick's suggestion.

[1:23:31] Trustee Middleton: suggestion. Point two is effectively the motion we just passed. Point three is add definition of

[1:23:41] Trustee Middleton: governance to purpose statement. Okay. Sorry

[1:23:46] Voice 1: for the confusion.

[1:23:48] Trustee Middleton: No, no, no. Thank you for the

[1:23:49] Trustee Middleton: clarification of this. It's good. So having said that, are we comfortable if we try and shape a

[1:23:56] Trustee Middleton: a motion around around that statement i just made or if we are comfortable i i'd ask that somebody

[1:24:03] Trustee Middleton: dive in there please and make that motion i'd

[1:24:08] Trustee Patrick (probable): i'd be happy to give it a stab okay great

[1:24:11] Trustee Patrick (probable): um i'll just

[1:24:13] Trustee Patrick (probable): look first to stop for item number two can we just make reference to the amendment of section 1.5

[1:24:18] Trustee Patrick (probable): is that sufficient language um okay so i'll just do that so i move that the governance committee

[1:24:26] Trustee Patrick (probable): committee recommend that staff develop a draft terms of reference for the governance committee

[1:24:30] Trustee Patrick (probable): with the following elements in the purpose emphasize ongoing improvement of governance

[1:24:38] Trustee Patrick (probable): definition of governance add a definition of governance and the amendments made to section

[1:24:49] Trustee Patrick (probable): Section 1.1, five, sorry, 1.5.

[1:24:53] Trustee Patrick (probable): Yeah.

[1:24:56] Trustee Middleton: Thank you.

[1:24:57] Trustee Middleton: I'll just give Lorraine a moment to draft that.

[1:25:06] Voice 9: And now I'll go ahead and

[1:25:08] Trustee Middleton: ask for a seconder, please.

[1:25:10] Trustee Middleton: Trustee Allen, thank you.

[1:25:14] Trustee Middleton: And those in favor, following the question.

[1:25:18] Trustee Middleton: I see that carries unanimously.

[1:25:22] Trustee Middleton: Thank you very much.

[1:25:23] Trustee Middleton: much um everything okay procedurally in victoria there we're good okay right on um so this now we've

[1:25:34] Trustee Middleton: kind of done the discussion so as per our ceo's comments we're moving to 6.2 which is amendment

[1:25:39] Trustee Middleton: of the trust council policy 2.3.1 which basically gives effect to this committee as a as a committee

[1:25:49] Trustee Middleton: Mayor Mrakas, And I introduce it, Sir, yes, please that'd be okay so

[1:25:57] Voice 2: um we've got our regular Council committee policy 231 it's been existence, quite a while there's a ripple of excitement, of course, because we're, including a new standing committee here so obviously that will be part of the amendments to this policy, so we would do that.

[1:26:14] Voice 2: and you'll see that there's a few items that are similar with the other council committees that

[1:26:20] Voice 2: you'd probably need to address I've got a list at the bottom of page seven if these are items that

[1:26:28] Voice 2: you have particular interest in or perspective you'd have that the conversation now I'd suspect

[1:26:33] Voice 2: inclusion of a governance committee is a standing committee of trust council obvious

[1:26:36] Voice 2: two all other committees have an ex officio status of the trust council chair

[1:26:41] Voice 2: the composition of the committee um we understand it's seven but we would write that into the policy

[1:26:47] Voice 2: the explicit voting provisions for the selection so that would be that you would be vote this

[1:26:53] Voice 2: committee would be the only committee that is voted on by trust council we would include that

[1:26:57] Voice 2: language um and then anything else that anyone who's really wanting in a real policy person

[1:27:03] Voice 2: wants to add in um the meeting frequency even though it's usually in the terms of reference

[1:27:09] Voice 2: is here but we've we've addressed that one with the four times and then as as directed um you

[1:27:17] Voice 2: know in another world i would have done all this and brought it forward to you but this is a

[1:27:21] Voice 2: governance piece of work so i didn't want to get ahead of the committee um so you can discuss those

[1:27:26] Voice 2: things or not but uh i'm hoping that you direct that we make some amendments to include the

[1:27:32] Voice 2: governance committee in the council committee framework of the islands trust thank you very

[1:27:37] Voice 2: much thank

[1:27:38] Trustee Middleton: you so that that's great as i think you noted earlier um trustee language took the the

[1:27:47] Trustee Middleton: existing policy and added some components in which is which is great um and he did note just if i'm

[1:27:54] Trustee Middleton: jumping ahead here uh the ex-officio status of the trust council chair um and so that i trust

[1:28:01] Trustee Middleton: the language if i may did you i can't remember if you said that the trust council chair is

[1:28:06] Trustee Middleton: automatically the representative of the executive or there is a representative of the executive in

[1:28:11] Trustee Middleton: what you propose?

[1:28:12] Voice 1: The approach taken was sort of proportional representation. You got four EC

[1:28:17] Voice 1: members, you got 22 other trustees. Appointing one EC member is a 25% representation. If you have

[1:28:28] Voice 1: six members from the other trustees at large who aren't part of the EC, it's slightly over 25%

[1:28:36] Voice 1: representation so that's my approach is that provide proportional the other thing is that

[1:28:43] Voice 1: in effect and this is one of the things i have struggled with is 50 of ec sits on every committee

[1:28:51] Voice 1: a current committee and i'm not sure that's really necessary except for trust program i trust

[1:28:58] Voice 1: the financial planning committee which is a hundred percent so mr chair

[1:29:03] Voice 1: that's why i put it

[1:29:04] Voice 1: in as just the one ec member so yes

[1:29:08] Trustee Middleton: um thank thank you trustee and please uh yeah

[1:29:12] Voice 2: and thanks for your

[1:29:13] Voice 2: indulgence we're at a first one and there's necessarily some administrivia here so you've

[1:29:18] Voice 2: already established the committee and trust council's already established it so it's seven

[1:29:22] Voice 2: people it doesn't include a member of ec so you're away to the races um we're just going to codify

[1:29:30] Voice 2: what's already happened in here unless you want to change but one thing i don't think and we

[1:29:38] Voice 2: haven't included i think trustee longer eyes but um we didn't include his thing here trust council

[1:29:43] Voice 2: didn't say work off of that one i just pointed out that he's made many of the corrections that

[1:29:47] Voice 2: we would necessarily make um all committees have an ex officio status of the chair um who who

[1:29:54] Voice 2: doesn't vote i don't say why that would be different here but there might be a reason for

[1:29:59] Voice 2: after that.

[1:30:00] Voice 2: but right now it does not contemplate ec members being required to be on this committee

[1:30:06] Trustee Middleton: gotcha

[1:30:07] Trustee Middleton: no thank you for that clarification yeah that's that's uh yeah and i i don't think to to your

[1:30:13] Trustee Middleton: point that uh there's been any discussion about the ex-officio status of the council chair um

[1:30:19] Trustee Middleton: so

[1:30:19] Voice 2: we would leave

[1:30:19] Trustee Middleton: that then i yeah i think that that's fine to me if that's a standing uh

[1:30:24] Trustee Middleton: And any thoughts?

[1:30:26] Trustee Middleton: I see Trustee Vice Chair Patrick.

[1:30:28] Trustee Middleton: Actually, I think Trustee Stamford, you had your hand up first,

[1:30:30] Trustee Middleton: and we'll come to Vice Chair Patrick.

[1:30:34] Trustee Stamford: Just really briefly, I think this is where my question

[1:30:37] Trustee Stamford: about Islanders Trust Conservancy comes in a little bit,

[1:30:40] Trustee Stamford: is we are part of the structure of Islanders Trust,

[1:30:49] Trustee Stamford: even though we're separate.

[1:30:50] Trustee Stamford: I'm wondering if there is room to include a representative.

[1:30:54] Trustee Stamford: or as suggested even even softer suggesting that a representative from island trust conservancy be

[1:31:02] Trustee Stamford: part of the governance committee thank

[1:31:07] Trustee Middleton: you for that yeah and uh vice chair patrick any comment

[1:31:12] Trustee Middleton: or well

[1:31:14] Trustee Patrick (probable): i'll start on yeah

[1:31:15] Trustee Middleton: i

[1:31:16] Trustee Patrick (probable): think that that's an interesting i mean i i absolutely agree that

[1:31:22] Trustee Patrick (probable): the governance should include trust conservancy that we are a complete organization and that

[1:31:27] Trustee Patrick (probable): we've got to find a way to make that fit so i think that would be just something we could look

[1:31:31] Trustee Patrick (probable): to staff to come back with advice on how how to how to structure that we

[1:31:35] Voice 2: can just write it in

[1:31:36] Trustee Patrick (probable): yeah the part um i yes i think we have to say ex officio status that means they don't vote

[1:31:43] Trustee Patrick (probable): so the trust the trust chair has the option to be here they don't carry a vote um and then if

[1:31:50] Trustee Patrick (probable): we're electing from members like in this case i was elected i'm not necessarily i'm not here

[1:31:55] Trustee Patrick (probable): representing ec and the body i was elected from the overall body so i i think if if that's okay

[1:32:02] Trustee Patrick (probable): with how um you know that was taken then of course you know executive members have the have the right

[1:32:09] Trustee Patrick (probable): to put their you know to to run for an election of the position thank

[1:32:17] Trustee Middleton: you thank you yes uh trustee

[1:32:19] Trustee Middleton: yeah

[1:32:19] Voice 1: to me the idea that was i i guess i saw it as sort of following the

[1:32:26] Voice 1: proposal that put forward that you'd have one ec member you know being part of the uh committee

[1:32:33] Voice 1: so anyway i guess we have a different view on this but in terms of the the island trust conservancy

[1:32:41] Voice 1: we are a separate entity and this is a governance of the trust council and the conservancy is not

[1:32:46] Voice 1: part of the trust council that's part of the islands trust as a whole entity and i don't

[1:32:51] Voice 1: There's nothing stopping the Trust Conservancy from doing their own governance management review or looking internally even at how they are operating.

[1:33:01] Voice 1: And our relationship with them is through our collaboration working, which has been put into the new Trust Policy Statement.

[1:33:08] Voice 1: We're collaboratively with them.

[1:33:09] Voice 1: So it would affect them to some degree, but are we going to have Trust Conservancy people speaking to our operation as a separate entity?

[1:33:23] Trustee Middleton: Thank you, Trustee Langeres.

[1:33:26] Trustee Middleton: And Trustee Stamford, I see your hand.

[1:33:28] Trustee Stamford: I do recognize the point that Trustee Langeres is making.

[1:33:34] Trustee Stamford: We are looking at best practices.

[1:33:37] Trustee Stamford: And in the end, the members of Trust Council also sit,

[1:33:43] Trustee Stamford: several members also sit on Islands Trust Conservancy.

[1:33:47] Trustee Stamford: I think overall, looking at the recommendations

[1:33:51] Trustee Stamford: from from not just the the most recent report but other scenarios have said what are the ways you

[1:34:00] Trustee Stamford: can work together more closely with the island's trust conservancy yeah we're a separate entity

[1:34:06] Trustee Stamford: i'm not sure if manage we would even consider a management review or governance review without

[1:34:13] Trustee Stamford: including the island's trust um we should be a little bit tighter together understanding and

[1:34:20] Trustee Stamford: recognizing that we are separate, but any way that we can work a little bit closer. So I think

[1:34:25] Trustee Stamford: a soft word saying suggests that a member of the Island's Trust Conservancy, an elected trustee

[1:34:35] Trustee Stamford: for the Island's Trust Conservancy be considered as part of the governance. For that, just for that

[1:34:42] Trustee Stamford: combination of the two governesses need to work together more.

[1:34:48] Trustee Middleton: Thank you, Trustee Sanford. Trustee Peterson?

[1:34:50] Trustee Middleton: Yeah,

[1:34:53] Voice 6: given that this committee is elected by Trust Council, I think it becomes awkward if we do more than suggest a member of the Trust Conservancy, or for that matter, EC, be necessarily included because I think that sort of precludes nominations.

[1:35:15] Voice 6: I mean, as long as this committee is going to be an elected committee, I think the best we could do is make a recommendation.

[1:35:23] Voice 6: And I totally hear what Trustee Stamford's saying.

[1:35:25] Voice 6: And I take that, you know, maybe some language about suggestion is fine, but I don't think it's reasonable for us to try and sort of preclude that election happening the way Trust Council wishes it to happen.

[1:35:45] Voice 6: thank

[1:35:47] Trustee Middleton: you uh trustee patrick why

[1:35:49] Trustee Patrick (probable): not then just have an ex officio status to the chair of the

[1:35:52] Trustee Patrick (probable): trust conservancy um

[1:35:59] Voice 9: any

[1:36:02] Trustee Middleton: yeah i guess um yeah yeah i

[1:36:10] Trustee Stamford: mean i guess it's an idea um

[1:36:14] Trustee Stamford: i i you know i i guess you know right off the bat i can't think of a complete um

[1:36:23] Trustee Stamford: problem with that but anyway i i think you have to acknowledge the role the honest trust

[1:36:31] Trustee Stamford: conservancy has in the overall operations and best practices of the honest trust because you

[1:36:39] Trustee Stamford: are looking at a fairly wide um mandate here we are going to be part of that and if we're not

[1:36:45] Trustee Stamford: We should be. Just to ensure the efficiency of best practices, which I understood was why all this came to the table in the first place.

[1:37:00] Trustee Middleton: Yes, I think you're quite right about that. I think, for instance, the root governance review excluded the trust conservancy, not by the choice of the consultants, but by the direction of the select committee who didn't want to kind of over broaden the mandate.

[1:37:15] Trustee Middleton: mandate uh but I think that in actuality the governance work that can be done by this committee

[1:37:22] Trustee Middleton: of Council will in fact be useful and and be a benefit to the whole organization and I and I

[1:37:28] Trustee Middleton: think therefore I'm leaning towards not saying an ex-officio role but actually saying that

[1:37:34] Trustee Middleton: um that risk of the democratic principle uh that uh trustee Peterson just pointed out is just the

[1:37:41] Trustee Middleton: and naming the chair of the Conservancy

[1:37:43] Trustee Middleton: as an eighth member of the committee?

[1:37:47] Trustee Middleton: Trustee Allen, you have your hand up.

[1:37:52] Trustee Allen (probable): Yeah, I'm not necessarily,

[1:37:54] Trustee Allen (probable): I agree with the recommendations,

[1:37:56] Trustee Allen (probable): I guess indeed we need to work

[1:37:58] Trustee Allen (probable): far more closer as the Conservancy,

[1:38:01] Trustee Allen (probable): but I'm not necessarily thinking that

[1:38:04] Trustee Allen (probable): being a member of this committee

[1:38:05] Trustee Allen (probable): is where we should be building a relationship with Lanley.

[1:38:11] Trustee Middleton: Okay, thank you.

[1:38:13] Trustee Middleton: Follow up comment, Trustee Sanford?

[1:38:15] Trustee Middleton: um

[1:38:16] Trustee Stamford: i think maybe um having the chair as a standing ex officio for the islands trust

[1:38:23] Trustee Stamford: conservancy is is a little too much um i almost you know this is a different topic but i would

[1:38:30] Trustee Stamford: almost say that that should be more the role of in the finance committee that the chair of the itc

[1:38:35] Trustee Stamford: be um be the member uh for the finance committee but this one i think there is room for um

[1:38:44] Trustee Stamford: um a different kind of representation so it doesn't have to be the chair it could be any

[1:38:51] Trustee Stamford: elected trustee um as opposed to the appointed members but an elected if that is a bit uh a

[1:39:00] Trustee Stamford: possibility okay that

[1:39:02] Trustee Stamford: would be my preference um

[1:39:04] Trustee Middleton: i think what i'm hearing is that near consensus

[1:39:08] Trustee Middleton: is that there'll be there'll be language suggesting um that a member of the conservancy

[1:39:14] Trustee Middleton: in elected member trustee member of the conservancy board be um a member of the governance committee

[1:39:22] Trustee Middleton: and i guess i'd ask our ceo given the conversation is that enough for you to go on in in amending

[1:39:29] Trustee Middleton: this policy or do you want this to be very specific and directive at this point well you've

[1:39:36] Voice 2: chosen to have a mr chair a different process by of selection other than executive committee you're

[1:39:43] Voice 2: You're the only body that's vote. You're voting in the, the, the members.

[1:39:48] Voice 2: So suggestion language doesn't work in a voting process because it will be

[1:39:53] Voice 2: suggested, but then everyone will go off and vote.

[1:39:55] Voice 2: And what do we do when that doesn't happen?

[1:40:00] Voice 2: So I would

[1:40:01] Voice 2: say either be quite discreet,

[1:40:04] Voice 2: either lots of good suggestions here,

[1:40:06] Voice 2: either an ex officio status for a member from the conservancy appointed by the

[1:40:11] Voice 2: conservancy you actually appoint someone from the conservancy or you don't do it at all and hope

[1:40:17] Voice 2: and hope i

[1:40:21] Trustee Stamford: may suggest that a way to to move forward on this is to have an ex-officio member

[1:40:29] Trustee Stamford: of the island's trust conservancy meaning non-voting be appointed by the island's trust

[1:40:37] Trustee Stamford: trust conservancy board um

[1:40:41] Trustee Middleton: would does that work um ceo and yes yes

[1:40:45] Voice 2: if you give us that language

[1:40:47] Voice 2: we'll try and work that into this policy everybody comfortable with that well i hope david is because

[1:40:53] Voice 2: i'm saying yes to a whole bunch of legislative stuff but uh yeah

[1:40:59] Voice 5: i just want to comment if that's

[1:41:01] Voice 5: okay please do yeah

[1:41:02] Voice 5: i just want to

[1:41:04] Voice 5: just clarify ex-official doesn't necessarily necessarily mean

[1:41:08] Voice 5: non-vaulting that is a choice that islands trust has made for the ex-officio so that would be

[1:41:13] Voice 5: written in there that the ex-officio does not have voting ability ex-officio just means really

[1:41:19] Voice 5: by virtue of their position so the chair by virtue of the position could be ex-official

[1:41:25] Voice 5: and all of their committees in this case you're also expanding that to say a representative from

[1:41:33] Voice 5: from the Islands Trust Conservancy, it could be ex-officio.

[1:41:37] Voice 5: And that could be the chair of the Conservancy as well.

[1:41:40] Voice 5: So we can write something into the terms of reference

[1:41:45] Voice 5: to accommodate that.

[1:41:48] Voice 5: We can probably come back with suggestions

[1:41:49] Voice 5: and then you could look at what we've done

[1:41:51] Voice 5: and refine it at the next meeting.

[1:41:56] Trustee Stamford: And just to confirm,

[1:41:57] Trustee Stamford: because I don't want this to be more complicated

[1:41:59] Trustee Stamford: than it needs to be,

[1:42:02] Trustee Stamford: ex officio it doesn't have to be the chair it could be somebody that the conservancy as long

[1:42:08] Trustee Stamford: as they're an elected trustee of trust council would that is that a clarification that makes

[1:42:15] Trustee Stamford: sense i

[1:42:22] Voice 2: think we get that yeah yeah

[1:42:23] Voice 9: okay and

[1:42:24] Voice 2: they're non-voting so

[1:42:26] Voice 9: i'm

[1:42:27] Voice 2: understanding that

[1:42:29] Voice 2: both the chair of both of those committees would be non-voting so there's seven voting members and

[1:42:38] Voice 2: and two ex-officio members, non-voting.

[1:42:43] Voice 5: Yeah, and if I may, to the chair.

[1:42:46] Voice 5: Yeah, so with that, you would have two positions

[1:42:49] Voice 5: that really are there as more of a liaison

[1:42:52] Voice 5: to help provide advice and help with your deliberations,

[1:42:57] Voice 5: but it won't obviously have the ability to follow some things.

[1:43:01] Voice 5: So that's the intent of why they're on the committee.

[1:43:04] Voice 5: I think that would work.

[1:43:08] Trustee Middleton: is that is that um is that pleasing to the members of the committee that arrangement that those two

[1:43:15] Trustee Middleton: positions those officials are non-voting and that seems satisfactory okay all right

[1:43:26] Voice 1: i'll reserve until i see the revised draft my value is

[1:43:33] Trustee Middleton: um is that sufficient guidance on that

[1:43:36] Trustee Middleton: on that point uh ceo for for redrafting i

[1:43:41] Voice 2: think so so at the end of this you would go as amended

[1:43:44] Voice 2: to the recommend the recommendation if you're right so inclined yeah so um

[1:43:53] Trustee Middleton: so obviously point

[1:43:57] Trustee Middleton: one as you said in your in your notes on page seven of the of the packages um i believe there

[1:44:03] Trustee Middleton: could be no argument at all about that point um uh the ex officio status the trust council chair

[1:44:10] Trustee Middleton: we've we've covered that i believe um point three composition of committee i think we've covered

[1:44:16] Trustee Middleton: that and any other points on composition okay uh the explicit voting provisions for selection of

[1:44:25] Trustee Middleton: the governance committee by trust council i i thought in with the limited guidance we gave

[1:44:29] Trustee Middleton: director marla he did an excellent job of uh guiding us through an election and i think

[1:44:34] Trustee Middleton: repeating that process would be entirely satisfactory but i'm open to uh other

[1:44:40] Trustee Middleton: other committee members views one

[1:44:44] Voice 1: question is that the way it's worded vaguely the way it's

[1:44:49] Voice 1: worded now is you could potentially have three members of ec elected to the committee and one

[1:44:55] Voice 1: ex-officio chair is that the intent because it's an open election which is what we did now

[1:45:04] Voice 1: i i recognize that trustee rogers declined because to stay within that framework but

[1:45:10] Voice 1: but that's not necessarily explicit in these instructions.

[1:45:16] Trustee Middleton: That's a fair point, Trustee Peterson.

[1:45:22] Voice 6: Yeah, I was just going to point out that, you know,

[1:45:24] Voice 6: one of the things from the governance review

[1:45:27] Voice 6: was the discussion about the election

[1:45:30] Voice 6: of the executive committee, you know,

[1:45:32] Voice 6: at the start of the term and how there's, you know,

[1:45:37] Voice 6: there's some issues associated with that for new trustees.

[1:45:40] Voice 6: And it just sort of occurred to me that those same issues

[1:45:44] Voice 6: would apply to this this committee um it's something to think about again for new trustees

[1:45:52] Voice 6: uh coming in um sort of kind of flying blind uh to start out as a new trustee uh both for the

[1:46:01] Voice 6: executive and for this committee and i i just i don't know that we want to contemplate making

[1:46:06] Voice 6: things more complicated today um but i just want to flag that yeah

[1:46:12] Trustee Middleton: good good good point i have a

[1:46:15] Trustee Middleton: thought there i'll come back to in a second uh vice chair patrick i

[1:46:19] Trustee Patrick (probable): mean i sort of say this

[1:46:20] Trustee Patrick (probable): election issue is sort of a beginning of the opening of this committee but i would hope over

[1:46:25] Trustee Patrick (probable): time it's going to morph into you know the same appointment structure um you know all of our

[1:46:31] Trustee Patrick (probable): committees should be based on an appointment structure where people are you know have

[1:46:35] Trustee Patrick (probable): have some interest and ability to help um you know so that it's flexible um you know i understand

[1:46:43] Trustee Patrick (probable): there's a risk but i think you know i think you know like like this this committee didn't you know

[1:46:50] Trustee Patrick (probable): we didn't all throw our names into the hat to try to get in here you know so that we were so i think

[1:46:56] Trustee Patrick (probable): there's gonna have to be some some uh acceptance of this for now and uh that we do need to you

[1:47:02] Trustee Patrick (probable): know let's update and modify as we go forward we're trying to set examples of good governance

[1:47:06] Trustee Patrick (probable): good governance is looking at your terms of references and fixing it um on a regular basis so

[1:47:11] Trustee Patrick (probable): we could talk about it all day i

[1:47:15] Trustee Middleton: think um that i guess the concrete point uh trustee long race

[1:47:20] Trustee Middleton: makes is do we formally restrict that the the seven elected by one only one of those positions

[1:47:27] Trustee Middleton: can be an executive member is there appetite for that that that was in i think trustee longer is

[1:47:33] Trustee Middleton: suggested draft um that doesn't mean we have to move forward with it but um

[1:47:39] Trustee Middleton: it's an open

[1:47:40] Voice 9: point. Any thoughts on that? I haven't, doesn't matter.

[1:47:48] Voice 9: Okay yeah

[1:47:51] Voice 5: I do have a comment just if I may. Oh

[1:47:56] Trustee Middleton: certainly please do.

[1:47:58] Voice 5: I'm just thinking the

[1:47:59] Voice 5: logistics of voting so if you're taking from 26 members at large seven people that's pretty easy

[1:48:10] Voice 5: to run that bolt however if you restrict it to one executive member we'd have to figure out a

[1:48:17] Voice 5: different way of doing the bolting so we couldn't do it if say four large members and two executive

[1:48:26] Voice 5: members were in in the mix we would just have to figure out a completely different way of doing it

[1:48:33] Voice 5: so it would create complications i'm not saying it can't be done but we'd have to really think

[1:48:38] Voice 5: through what that would look like

[1:48:40] Trustee Middleton: okay and to your comments vice chair patrick i think and trustee

[1:48:45] Trustee Middleton: are you comfortable with seeing how the wording looks uh when we next meet and going from there

[1:48:50] Voice 1: yeah i'll wait to see what the wording looks like

[1:48:53] Trustee Middleton: okay and vice chair patrick yeah

[1:48:57] Trustee Patrick (probable): i don't think

[1:48:57] Trustee Patrick (probable): they need to be serious complications you can you can limit it to one you can go with the one that

[1:49:01] Trustee Patrick (probable): receives the highest vote they have a tie you have a runoff so

[1:49:06] Voice 2: mr chair yes sir so

[1:49:09] Voice 2: So as we move forward, my understanding is that the process by which you were all elected

[1:49:17] Voice 2: is the appropriate process.

[1:49:19] Voice 2: And that's the language.

[1:49:21] Voice 2: When you say we'll see what the language looks like, that is what the language is going to

[1:49:24] Voice 2: look like.

[1:49:25] Voice 2: Seven members, free vote at the determination of trust counsel.

[1:49:31] Voice 2: And we'll reflect that in their language.

[1:49:33] Voice 2: And if you want something different, we'll do it.

[1:49:36] Voice 2: But we'll codify that as it stands right now.

[1:49:39] Voice 2: Thanks.

[1:49:40] Trustee Middleton: that's um that's that sounds very good that's fair and um yeah we're sort of laying to the

[1:49:46] Trustee Middleton: side i guess the issue of restriction to one member of the ec and and i think for you know

[1:49:52] Trustee Middleton: we've had a discussion on that and we can leave that beef for now if everyone's comfortable and

[1:49:56] Trustee Middleton: and as you say the language will reflect exactly how we were all elected to the

[1:50:01] Trustee Middleton: the committee as um as with the process that that was uh trustee allen oh okay

[1:50:11] Trustee Middleton: um so might i just ask ceo uh 0.5 resourcing language what your intent was there uh just if

[1:50:22] Voice 2: you had anything in particular you wanted to communicate around the policy otherwise it will

[1:50:26] Voice 2: be the same sort of thing that we've been discussing over the last uh hour or so um

[1:50:30] Voice 2: would fold over and we'll amend that and if you want some changes I don't think you have to unless

[1:50:36] Voice 2: you have something explicit I think you could just see what's provided okay and

[1:50:43] Trustee Middleton: then point six I

[1:50:44] Trustee Middleton: think we've we've talked already sufficiently about meeting frequency and options have we not

[1:50:48] Trustee Middleton: the understanding is it's yeah okay all right I think if nobody has anything else I just did

[1:50:56] Trustee Middleton: I know there's probably some definitely items for discussion remaining on our

[1:51:00] Trustee Middleton: agenda and i think this one we've we've um we've given the required guidance um would uh somebody

[1:51:09] Trustee Middleton: be comfortable a member uh making the um the motion that would uh direct staff to to amend

[1:51:16] Trustee Middleton: policy 2.3.1 there there's a suggested motion there that i think we have to basically add as

[1:51:28] Trustee Middleton: as amended for the CEO's suggestion.

[1:51:32] Trustee Middleton: Trustee Peterson.

[1:51:35] Voice 6: Yeah, I'll go ahead and do that.

[1:51:37] Voice 6: I move that staff be directed to draft amendments

[1:51:40] Voice 6: to the trust council policy 2.3.1 council committee system

[1:51:45] Voice 6: incorporating any changes to the policy recommended

[1:51:47] Voice 6: by the governance committee and that the policy

[1:51:51] Voice 6: be returned to the governance committee

[1:51:53] Voice 6: for subsequent referral to trust council

[1:51:55] Voice 6: for approval as amended.

[1:51:59] Trustee Middleton: and trustee ellen is that a second let's see great thank you and everybody all those in favor

[1:52:10] Trustee Middleton: okay that that passes uh carries uh unanimously thank you okay so thanks for the discussion

[1:52:19] Trustee Middleton: everyone this is uh it's very useful uh so now we go to 6.3 which is the governance review report

[1:52:26] Trustee Middleton: court um and uh it's moving to 6.3.1 which is uh an item that was referred from from the gene trust

[1:52:37] Trustee Middleton: council review and implementation of the recommendations from the uh from the government's

[1:52:41] Trustee Middleton: review uh a briefing and it's for our consideration and it is on page uh page nine of the agenda

[1:52:52] Trustee Middleton: and the package um ceo is there anything you want to say about this at this point

[1:53:00] Trustee Middleton: well

[1:53:00] Voice 2: two things mr chair one i'd like to be excused for five minutes or three minutes and

[1:53:04] Voice 2: then return um just as a brief break um and then two um staff have not been asked to provide any

[1:53:18] Voice 2: advice on any of the elements explicitly of the governance review by great northern um and so there

[1:53:27] Voice 2: hasn't been what this was offered to ec based on their direction was just some overview some

[1:53:32] Voice 2: principles of consideration um some potential recommendations for you if a governance committee

[1:53:39] Voice 2: was selected or trust council to think about as they move forward with some of these decisions

[1:53:45] Voice 2: on change and it's really offered in that light I'm assuming you know you're a thorough body and

[1:53:53] Voice 2: the trust is probably to to its fault sometimes very thorough but I expect that as you contemplate

[1:54:00] Voice 2: significant changes that you would be asking for some advice on the finance administration

[1:54:08] Voice 2: administration, legality of any given change, given that some of them are pretty big, some are

[1:54:14] Voice 2: small, and can be done just by quick direction, some of the recommendations that you're interested

[1:54:19] Voice 2: in. So this was just an overview report to get to Trust Council to assist you in your decisions.

[1:54:24] Voice 2: And they referred it to you, I think, just as a nesting report. Certainly, I could

[1:54:31] Voice 2: respond to any questions you might have, but maybe it's just a place for you to start your,

[1:54:34] Voice 2: You know, this is really the start of the meeting in some ways, like the discussions around the report itself and what some of the recommendations are.

[1:54:43] Voice 2: So I'll just leave

[1:54:44] Voice 2: it to you, sir.

[1:54:45] Voice 2: And if you have any other questions, I

[1:54:47] Voice 2: won't go through it right now in detail.

[1:54:49] Trustee Middleton: Thank you for that.

[1:54:51] Trustee Middleton: Maybe what we could do is, is 10 minutes too long?

[1:54:53] Trustee Middleton: But realistically, I think 10 minutes is probably the shortest we could do.

[1:54:59] Trustee Middleton: So it's just gone five to two now.

[1:55:02] Trustee Middleton: So maybe we can come back at five after two.

[1:55:05] Trustee Middleton: And then people can contemplate any questions for the CEO when we reconvene.

[1:55:10] Trustee Middleton: So see you in just under 10 minutes.

[1:55:12] Trustee Middleton: Thank you.

[1:55:13] Trustee Middleton: Thank you.

[2:04:21] Trustee Middleton: hello i think i think we're all back yep there's uh trustee stampers there i believe hello hi um

[2:04:29] Trustee Middleton: great okay thanks uh for bearing with us on that brief adjournment so that um

[2:04:36] Trustee Middleton: any questions then in regard the um the uh sort of foundational document that uh that our ceos

[2:04:45] Trustee Middleton: provided us with um and it was presented uh to to executive and then referred on to us um

[2:04:52] Trustee Middleton: we touched on it earlier in terms of some of the purpose or some of the uh the goals that

[2:04:57] Trustee Middleton: the committee might have uh which was on page it's on page 15 but uh or item number 15 which

[2:05:05] Trustee Middleton: was on page 11 of the package um so yeah so i'll just leave it open if there's any questions or

[2:05:10] Trustee Middleton: points of clarity anyone has trustee stanford please um

[2:05:21] Trustee Stamford: a couple of comments number one i'm

[2:05:23] Trustee Stamford: still not sure where this fits into the whole of the trust council in our next meeting trust

[2:05:29] Trustee Stamford: council meeting will there be an opportunity for this to be discussed as a group i

[2:05:39] Trustee Middleton: think that's uh

[2:05:43] Trustee Middleton: um if there i'm sure there could be if if we so direct um i guess that would we'll have to ask

[2:05:52] Trustee Middleton: our CEO if that would be something that we would direct if we as a committee want to encourage that

[2:05:57] Trustee Middleton: conversation to help our work I guess we would make that request through the executive um exactly

[2:06:04] Voice 2: so and they would and they would make that space on the agenda as as you recommend any

[2:06:11] Trustee Middleton: thoughts on

[2:06:12] Trustee Middleton: that or or actually maybe trustee Stanford I just asked you just in that rough guidance as

[2:06:17] Trustee Middleton: how would how would you frame that what how would you present it

[2:06:20] Trustee Stamford: yeah that that's the question

[2:06:23] Trustee Stamford: I just feel very strongly we never did have an opportunity to discuss this as Trust Council.

[2:06:33] Trustee Stamford: So I would recommend that this briefing be provided to Trust Council with a specific amount of time to just talk about it as a council.

[2:06:50] Voice 9: I'm seeing nodding heads.

[2:06:53] Voice 9: and um trustee peterson i'm

[2:06:58] Voice 6: supportive of that can't

[2:07:05] Voice 2: hear you sir sorry

[2:07:09] Voice 6: can you hear me now

[2:07:10] Voice 2: yeah okay

[2:07:11] Voice 6: uh i'm supportive of of that idea uh if for no other reason than informing the the

[2:07:18] Voice 6: the deliberations of of this committee

[2:07:21] Voice 9: um

[2:07:22] Voice 6: i think i think there's a lot of value there

[2:07:27] Trustee Stamford: i i'm really open to how it would be done i'm not sure if it's the most valuable way is to

[2:07:34] Trustee Stamford: just all talk about it at once that's that's a lot of people but i'm open to ideas on how this

[2:07:42] Trustee Stamford: could be the discussed in the most constructive way at trust council

[2:07:48] Voice 9: we're

[2:07:49] Trustee Stamford: broken out into groups

[2:07:50] Trustee Stamford: groups or something that allows us to have a conversation around the

[2:07:56] Trustee Middleton: report I I think your

[2:07:59] Trustee Middleton: suggestions of just an open session and maybe obviously the the what people would focus on

[2:08:05] Trustee Middleton: us the recommendations that have come out of the report and what their feelings are about them and

[2:08:09] Trustee Middleton: that we've we've I I totally agree we've kind of been we've dealt with the mechanics of the

[2:08:18] Trustee Middleton: Mayor Mrakas, The committee structure for the report or not, I don't think I agree with you not really talked in a kind of a free and open fashion, and that would be very useful to give a feeling of where.

[2:08:30] Trustee Middleton: Mayor Mrakas, Council members sit trustee sit on some of these recommendations and when the report here is a good way of framing it, I think so.

[2:08:40] Trustee Middleton: Mayor Mrakas, Vice Chair Patrick.

[2:08:42] Trustee Middleton: Patrick?

[2:08:44] Trustee Patrick (probable): I'm always a big fan of breakout sessions. I think what would be valuable is

[2:08:48] Trustee Patrick (probable): to structure a talk sort of around priority setting. I mean, we're going to have a conversation

[2:08:52] Trustee Patrick (probable): and we're going to start making choices on what this committee thinks is the priorities. And

[2:08:56] Trustee Patrick (probable): I think it would be good validation to have Trust Council do that. And I think if you broke out into

[2:09:01] Trustee Patrick (probable): work sessions and each one came back with their top X priorities, it'd be interesting to see how

[2:09:07] Trustee Patrick (probable): close they were and how that feedback and then have a general open conversation on the results

[2:09:12] Trustee Patrick (probable): that you just saw, so I think it would be good.

[2:09:18] Trustee Middleton: Thank you, yeah.

[2:09:19] Trustee Middleton: Trustee Long, you're next.

[2:09:21] Voice 1: Yeah, I just wanted to comment that

[2:09:22] Voice 1: there should be some of this dialogue.

[2:09:25] Voice 1: The other thing that I would like to get clarity on,

[2:09:28] Voice 1: there have been a number of times people have said,

[2:09:30] Voice 1: well, there's problems with the report itself

[2:09:33] Voice 1: and it's not doable,

[2:09:34] Voice 1: and I'd like to know exactly what they are, the specifics.

[2:09:37] Voice 1: I know it was identified and Russ did identify the issue

[2:09:41] Voice 1: of how we get elected and you know and part of their discussion but there's been other comments

[2:09:47] Voice 1: made that it's it's not doable i'd like to know what and why because we may be talking about

[2:09:55] Voice 1: something we want to do this and then someone else is saying well it's not doable so it'd be

[2:10:00] Voice 1: good to clear that question up

[2:10:03] Voice 9: um

[2:10:04] Trustee Middleton: and then uh trustee stamford if you would then we'll turn

[2:10:09] Trustee Middleton: to our ceo yeah

[2:10:10] Trustee Stamford: i think that way so it's more than just the recommendations it's i think trustees

[2:10:16] Trustee Stamford: need an opportunity to talk about the report as a whole i saw conclusions made that i didn't

[2:10:23] Trustee Stamford: necessarily feel were necessarily accurate or followed through on so i want to be able to find

[2:10:29] Trustee Stamford: out how other people thought about that um but also if we're going to be able to talk about some

[2:10:35] Trustee Stamford: of this stuff i think we need a little bit more information as well uh i still not sure what that

[2:10:41] Trustee Stamford: secretariat is it's i'm trying to look at it from other organizations and i'm i'm just not clear on

[2:10:52] Trustee Stamford: what it is we may need some more information in order to have an appropriate conversation

[2:10:57] Trustee Stamford: um and then one of the other things was you know should we have a rough dollar value or

[2:11:04] Trustee Stamford: or do ability based on a staff process on this,

[2:11:11] Trustee Stamford: although maybe that's too early,

[2:11:13] Trustee Stamford: maybe that comes later once we see the priorities

[2:11:16] Trustee Stamford: of the council.

[2:11:18] Voice 10: So

[2:11:18] Trustee Stamford: these are just thoughts, it's not.

[2:11:23] Trustee Middleton: No, thank you.

[2:11:24] Voice 1: I actually, BC housing has that position currently,

[2:11:30] Voice 1: a secretariat function similar to what was put forward

[2:11:33] Voice 1: it in the governance review the scope so

[2:11:37] Trustee Stamford: i'd like that detailed out um maybe but maybe that this is

[2:11:41] Trustee Stamford: not the appropriate time maybe that's for further down because right now i i just i'm not getting a

[2:11:47] Trustee Stamford: good sense of it at all and and how it's going to fix anything okay

[2:11:53] Trustee Middleton: yeah and um no good comment and

[2:11:57] Trustee Middleton: hearing that from people where they're not clear on things or they need more information that would

[2:12:01] Trustee Middleton: will be good to know for sure so uh ceo please if you go ahead well

[2:12:07] Voice 2: with apologies mr chair if

[2:12:09] Voice 2: i'll wax philosophically just for a moment um as you have this conversation which hasn't hasn't

[2:12:19] Voice 2: occurred as is noted um it might be a value just to have an an open conversation or a group

[2:12:27] Voice 2: conversation just as it is and from then you will find out where interest lies or where issues flow

[2:12:38] Voice 2: and then your colleagues will support these various positions and then we'll know whether

[2:12:42] Voice 2: we have to invest a whole bunch of time and energy on researching one element or another or not

[2:12:49] Voice 2: um there's no the complexity let's just take the um the appointment of a new official at the

[2:12:56] Voice 2: the Allen's Trust, there's no way between now and September, unless you get really into it

[2:13:00] Voice 2: yourselves, will you get enough reporting back from us to inform you to then go to trust council

[2:13:08] Voice 2: to say, okay, we've learned everything about a potential new position and our relationship with

[2:13:12] Voice 2: the public service agency such that we can go one way or another. I just don't think you're

[2:13:17] Voice 2: going to have that, but you could have the conversation around why would we need such

[2:13:22] Voice 2: a thing or what would it how what could be of value do you want to investigate further and

[2:13:28] Voice 2: dedicate resources to it say in that example um because the recommendations in the report go all

[2:13:34] Voice 2: the way from they're all profound recommendations but some are quite doable like let's get on with

[2:13:42] Voice 2: it all the way to we need a studied um considered discussion i just don't think if you want a whole

[2:13:51] Voice 2: bunch of answers before you have the discussion you've got runway between now and then to do it

[2:13:57] Voice 2: just my humble recommendation that you might just have to either suffer through the lack of focus

[2:14:03] Voice 2: but just give trustees a chance to talk about the both the report and the recommendations in

[2:14:08] Voice 2: a global sense and take that and then start to focus your work based on that as opposed to

[2:14:15] Voice 2: getting a ton of research and part of the reason i say that is who would be doing

[2:14:19] Voice 2: a whole bunch of research in the next two weeks um that would address this there's actually 30

[2:14:28] Voice 2: recommendations in this thing um so thank you mr chair thank you thank you and

[2:14:36] Trustee Stamford: that's where i would

[2:14:37] Trustee Stamford: come down to that was where as i was talking that's exactly where i was coming down that we

[2:14:42] Trustee Stamford: just need to leave it as is to get the priorities from the trust council thank

[2:14:48] Trustee Middleton: you uh trustee

[2:14:49] Trustee Middleton: longer yeah

[2:14:50] Voice 1: just uh no i agree with that we're trying to get too far ahead of ourselves if we're

[2:14:55] Voice 1: trying to deal with an issue like the secretariat function that's not something we can do in the

[2:14:59] Voice 1: next couple of months that's a long longer term project so if we can do anything in the short

[2:15:04] Voice 1: term that's fairly quick that's great but uh really we're just establishing the framework

[2:15:08] Voice 1: right now for this committee and we just need to make sure focus on making sure that it's a

[2:15:13] Voice 1: it's the best uh approach that we can take at this point in time the new committee when it's

[2:15:19] Voice 1: structured may have different views as well nothing's written in stone forever yeah

[2:15:25] Trustee Middleton: yeah

[2:15:26] Trustee Middleton: no thank you i would i would i mean just being realistic and following up on the ceo's comments

[2:15:33] Trustee Middleton: implementing any of the recommendations beyond perhaps establishing the best foundation we can

[2:15:38] Trustee Middleton: for this committee so that it's serviceable for next term may be itself a worthy and only goal

[2:15:45] Trustee Middleton: or we could we could perhaps do some have some as you say some discussion with trust council

[2:15:50] Trustee Middleton: in order to get a sense of perhaps what are more controversial recommendations or

[2:15:58] Trustee Middleton: recommendations that cause uh uh questions that are you know going to be complex of nature versus

[2:16:05] Trustee Middleton: um versus some of the the more doable as um as russ pointed out uh recommendations and and just

[2:16:12] Trustee Middleton: draft up a kind of a welcome to your role as a member of the governance committee for next

[2:16:18] Trustee Middleton: next term um that might be you know that i i would consider that entirely

[2:16:27] Trustee Middleton: acceptable um i don't know what other members views are if you have feelings that you want to

[2:16:32] Trustee Middleton: the only reason i suggested the election of executive is of course that's that's the timing is

[2:16:37] Trustee Middleton: is um is now uh but that it may be completely unreasonable to to try to advance that but uh

[2:16:44] Trustee Middleton: any other comments welcome in terms of uh what we might expect work plan wise um trustee patrick

[2:16:52] Trustee Patrick (probable): yeah well i think of any low low hanging fruit if that's the right word but any immediate actions

[2:16:57] Trustee Patrick (probable): that would benefit is i think the strategic plan to me is the linking element between

[2:17:04] Trustee Patrick (probable): between so many of the recommendations and an opportunity to do it very differently and to

[2:17:11] Trustee Patrick (probable): include the local planning projects uh in it i think it really goes you know and that's one of

[2:17:19] Trustee Patrick (probable): the recommendations in the report i'm not making this up that's um so that would have immediate

[2:17:27] Trustee Patrick (probable): budget ramifications and planning exercises to have in place for the new term um so there are

[2:17:37] Trustee Patrick (probable): some worthy conversations there thank

[2:17:42] Trustee Middleton: you uh trustee langrace then alan and stemford please

[2:17:47] Trustee Middleton: yeah

[2:17:48] Voice 1: i i the ec election i mean this is one where it's more a procedural thing that occurs

[2:17:55] Voice 1: first I looked at the at the last election and you know we had a at from four to five o'clock on a

[2:18:02] Voice 1: I think it was a Tuesday we had the presentation by the people running for the position of chair

[2:18:08] Voice 1: and the ITC and and the vice chairs for an hour everybody was given five minutes to talk and then

[2:18:14] Voice 1: the next morning at 10 15 we voted and you know the the that meeting was consumed with a lot of

[2:18:21] Voice 1: of other things and I think maybe one of the things the committee can look consider is how

[2:18:26] Voice 1: can we change the structure in within that framework of that meeting such that there's

[2:18:30] Voice 1: more time allocated for people to get to understand who's running for for election not just a blurb

[2:18:38] Voice 1: but actual dialogue with them at that meeting so I mean I think that's something that could be done

[2:18:43] Voice 1: I think it's a matter of how you structure that first meeting and how much you're inundated with

[2:18:49] Voice 1: stuff that could potentially occur in the next meeting you know we need to so right that might

[2:18:56] Voice 1: be a short term uh something to look at in the short term thank

[2:19:01] Voice 9: you um christy allen

[2:19:04] Trustee Allen (probable): excuse me

[2:19:05] Trustee Allen (probable): yeah and as um co office fellers said about uh i hate the term onboarding that was from the report

[2:19:13] Trustee Allen (probable): but orientation of the new trustees could possibly be something we at least uh get some information

[2:19:19] Trustee Allen (probable): from trustees at the next council meeting but you know i'm concerned about the time between

[2:19:24] Trustee Allen (probable): you know the between the election and the new trust council whether that's doable in terms

[2:19:29] Trustee Allen (probable): of getting feedback about what kind of orientation would we prefer what new or what can we expand on

[2:19:36] Trustee Allen (probable): etc so i was hoping we might be able to build it that could be doable as well in this time frame

[2:19:43] Trustee Middleton: thank you um trustee stanford um

[2:19:47] Trustee Stamford: the only other thing that i've i've got coming out of this

[2:19:50] Trustee Stamford: briefing here is um not only has trust council not had a chance to really discuss this as a group but

[2:19:58] Trustee Stamford: there has been no response from the islands trust to the public about this um and it can't really

[2:20:06] Trustee Stamford: have a response until we've had the conversation but this has taken on a life of its own um and

[2:20:12] Trustee Stamford: People use it in all sorts of context as the reality, as this is what's real in the Islands Trust.

[2:20:21] Trustee Stamford: They're using terms that are first used in this report that we've never really contemplated before, and they're running with it.

[2:20:29] Trustee Stamford: And I know the horse is out of the barn at this point, but I would love eventually for an Islands Trust response to this report as to the conclusions as well as what we're doing to move forward, the governance committee being the first big step.

[2:20:50] Trustee Stamford: And it's all part of a communication strategy, I think, that is missing, the components are missing in so many elements of what we do.

[2:20:57] Trustee Stamford: thank

[2:21:00] Trustee Middleton: thank you and uh trustee patrick um

[2:21:04] Trustee Patrick (probable): talking about like the executive election issue i think

[2:21:09] Trustee Patrick (probable): that's an example where it would benefit um from a conversation with trust counsel to understand

[2:21:15] Trustee Patrick (probable): what is it exactly that people were getting at you know we can spend all the time we want to

[2:21:20] Trustee Patrick (probable): look at how do we fix the election process if we can understand exactly what it is that people

[2:21:25] Trustee Patrick (probable): were frustrated with it was it a time issue they didn't get to know the candidates you know we can

[2:21:30] Trustee Patrick (probable): that can be addressed? Or is it, you know, we don't like who we elected or we don't think

[2:21:35] Trustee Patrick (probable): they're performing well. Well, that's a different issue. How do we measure performance or feedback

[2:21:39] Trustee Patrick (probable): and those things? So I think there's value in talking through some of these issues that appear

[2:21:45] Trustee Patrick (probable): to be, you know, the higher priority issues so that we understand better what the problem is

[2:21:51] Trustee Patrick (probable): that we can propose how to fix it. Yeah.

[2:21:58] Trustee Middleton: And it does seem to what I'm hearing is

[2:22:00] Trustee Middleton: if we can devote our time and obviously the limited resources we we have available

[2:22:07] Trustee Middleton: to have a dialogue with trust council understand more deeply our recommendations and or the whole

[2:22:14] Trustee Middleton: process has resonated and kind of prepare something for the next council slash committee

[2:22:21] Trustee Middleton: that they can use is both going to be uh trustee training but also hopefully uh the um

[2:22:29] Trustee Middleton: what would the word be? So that removes the hot energy, shall we say, from some of these

[2:22:37] Trustee Middleton: recommendations and allows us to lay out what we see as a course forward. And it literally would

[2:22:46] Trustee Middleton: be a briefing to our future peers, I suppose you would say. I think perhaps that might be the most

[2:22:54] Trustee Middleton: useful thing we could do as this committee prior to the election i mean we can't presume staff time

[2:23:00] Trustee Middleton: we can't presume extensive resources and research it just wouldn't it just that just isn't the time

[2:23:04] Trustee Middleton: to do so um so i think if we can prepare the committee for the most successful term possible

[2:23:13] Trustee Middleton: that would be time very well spent and i'm hearing that it it would be good to go back to council and

[2:23:19] Trustee Middleton: have some sort of focused slash broader even discussions to allow us to do that to allow us

[2:23:26] Trustee Middleton: to speak to the you know whomever these these individuals are who become members of the

[2:23:31] Trustee Middleton: committee next term was kind of a I guess a bit of a suggestion there but uh trustee Stanford

[2:23:38] Trustee Middleton: sorry

[2:23:39] Trustee Stamford: to keep jumping in but I'm wondering about because this executive committee election it means

[2:23:45] Trustee Stamford: I mean, it's been an issue ever since I was elected,

[2:23:49] Trustee Stamford: and that was three terms ago.

[2:23:52] Trustee Stamford: Is there some specific options that we can send to the council for September

[2:24:03] Trustee Stamford: and say, would this work, would this work?

[2:24:06] Trustee Stamford: I don't think we're going to be able to solve it all,

[2:24:09] Trustee Stamford: but maybe there's going to be some suggestions

[2:24:12] Trustee Stamford: that just give them a little bit more time.

[2:24:14] Trustee Stamford: we've got zoom now we haven't had that before is there an opportunity before trust council

[2:24:19] Trustee Stamford: for people who are entrusted in these positions to have that conversation on a zoom level with

[2:24:27] Trustee Stamford: with the new trustees or with trustees in general so that they can campaign basically but do it on

[2:24:35] Trustee Stamford: zoom i'm just trying to think of very simple things to actually move that one issue forward

[2:24:39] Trustee Stamford: given that it has been flagged as a potential doable priority before the next trust council

[2:24:47] Trustee Stamford: so it's just an idea i

[2:24:53] Voice 9: like that mr chair you're muted sir sorry

[2:25:12] Trustee Middleton: about that yeah i was i was just

[2:25:13] Trustee Middleton: thinking if that if there is some discussion for um on on sort of concrete simple things that can

[2:25:21] Trustee Middleton: be done around the election of executive what what's our time frame for putting those forwards

[2:25:26] Trustee Middleton: is is there even a meaningful path where we could do so yeah

[2:25:29] Voice 9: and

[2:25:31] Trustee Middleton: uh perhaps you could comment on

[2:25:32] Trustee Middleton: that please uh russ if you if you don't mind i

[2:25:36] Voice 2: could uh thank you so um yeah the matter of the

[2:25:41] Voice 2: election of executive committee um the one thing i want to leave you with is that you're

[2:25:47] Voice 2: you're not alone um every regional district does the exact same thing and maybe that's

[2:25:54] Voice 2: unacceptable too but it's not that it's this is concocted with uh as a as a specialty associated

[2:26:03] Voice 2: with the islands trust so that's number one the second is i'm quite confident and i think

[2:26:09] Voice 2: that trustee longrise has put his mind to this and the staff have over the last few years um

[2:26:20] Voice 2: that you don't have a regulatory or legislative series of options at this time.

[2:26:26] Voice 2: That would be part of, I think, a request of the province from the whole, you know,

[2:26:32] Voice 2: let's talk to the province about governance and what's the best way to do it.

[2:26:36] Voice 2: And I've got a legal opinion that I can bring forward to your next meeting

[2:26:40] Voice 2: that is a little bit more explicit around your range of options, meaning, hey,

[2:26:44] Voice 2: could we postpone the election till some other time?

[2:26:48] Voice 2: or could we have an interim EC or not? I don't think you're going to, just from a legal

[2:26:56] Voice 2: perspective, have that range of options, but the discussion that you're starting to go down around

[2:27:01] Voice 2: that Trustee Longerice has suggested and being supported by Stanford is how could we have this

[2:27:07] Voice 2: rearrange the sessions better? What are some information options or Zoom opportunities?

[2:27:16] Voice 2: so that i think you if you start thinking about that and asking those questions you'd be doing the

[2:27:22] Voice 2: trust council a benefit um i don't think they'll be able to solve this themselves

[2:27:28] Voice 2: i think you're going to have to help solve this for the for trust council because there won't be

[2:27:34] Voice 2: time to to really back and forth there i think you might want to come with some ideas that you

[2:27:40] Voice 2: recommend to ec to say hey see if you're if this when this comes up can you do this this way or

[2:27:47] Voice 2: um look at some some options um i won't say on the softer side but on the non-legislative

[2:27:54] Voice 2: regulatory side that would address the concern with trust counsel you might want to talk about

[2:28:00] Voice 2: what the concern is more fully and that could help the conversation um a little bit and see

[2:28:06] Voice 2: if there's different ways to do it right now i can't come up with a whole bunch of solutions

[2:28:11] Voice 2: But I know that you're going to, I just want to mitigate your, and I don't want to be in conflict with the report, but I don't think you have the legal framework that you think you do with that.

[2:28:28] Voice 2: So, I

[2:28:30] Trustee Middleton: just offer those comments.

[2:28:33] Trustee Middleton: Thank you very much.

[2:28:35] Trustee Middleton: Trustee Lundgren?

[2:28:36] Trustee Middleton: Yeah,

[2:28:36] Voice 1: I just wanted to respond to that.

[2:28:39] Voice 1: Ross is correct.

[2:28:39] Voice 1: Correct. And the regional district direct chairs are elected every year, every November, their first meeting in November.

[2:28:46] Voice 1: So it's baked into their legislation. And I did look at section 20 sub six, I think it is of the Island Trust Act, which said, which basically makes the appointment or the election for the full four year term.

[2:29:01] Voice 1: I thought there might be some flexibility, but I have come around to the conclusion it doesn't because of the way it's worded.

[2:29:07] Voice 1: so it would be a legislative change to make to allow for a shorter term um it's just a matter of

[2:29:16] Voice 1: up until from the election till the first meeting what can happen till the point of elect of actual

[2:29:24] Voice 1: ec elections thank

[2:29:30] Trustee Middleton: thank you uh trustee patrick

[2:29:32] Trustee Patrick (probable): not to be working the situation but what might

[2:29:36] Trustee Patrick (probable): might be helpful is right now, all you do is the, the, the, the person. So I put my, you know,

[2:29:42] Trustee Patrick (probable): I was gonna put my name forward and I just, I put together a blurb. I just go blah. And I tell you

[2:29:46] Trustee Patrick (probable): what I, you know, I want to tell you, we could prepare a list of questions as well. You know,

[2:29:51] Trustee Patrick (probable): maybe that we, we can do that and get some input from trust council and have the candidates respond

[2:29:56] Trustee Patrick (probable): respond to the questions as part of their

[2:30:00] Trustee Patrick (probable): application or whatever it was called that, you know, gets out before that November 1st meeting

[2:30:05] Trustee Patrick (probable): so that every, you know, you're kind of comparing more apples to apples. It'd be interesting to

[2:30:12] Trustee Patrick (probable): see what kind of questions people would want to garner.

[2:30:17] Trustee Middleton: Thank you. Trustee Stamford?

[2:30:21] Trustee Stamford: And on the same note, just a simple suggestion is electing the EC is one of the most important

[2:30:29] Trustee Stamford: first steps that a trustee does at trust council. And I don't think people really understand how

[2:30:36] Trustee Stamford: much work and the type of work. And I know we put in the list of responsibilities, but it's almost

[2:30:43] Trustee Stamford: really like front page 15 or 16 point type. This is one of the most important decisions you're

[2:30:53] Trustee Stamford: going to make this is the work they're going to be doing a b c d e f g are you comfortable

[2:31:00] Trustee Stamford: here's the questions you need to be comfortable with when you when you elect somebody and it's

[2:31:05] Trustee Stamford: it's communications but it kind of has to separate itself out from the other mass of information that

[2:31:13] Trustee Stamford: trustees are getting so again just very simple i i know we could go on forever on this but

[2:31:22] Trustee Middleton: no thank you trustee seven so so there's some excellent sort of practical points um

[2:31:28] Trustee Middleton: do we can can we bring them together in some kind of uh cohesive fashion in time to present

[2:31:36] Trustee Middleton: there's obviously no policy change no legislation change none of that just uh working with what we

[2:31:43] Trustee Middleton: currently have and implementing some of the suggestions that we've just heard is there time

[2:31:48] Trustee Middleton: time for us to pull something together and have it presented as part of the governance piece

[2:31:52] Trustee Middleton: at the next Trust Council meeting, which means we probably need to meet before the next Trust

[2:32:02] Trustee Middleton: Council meeting, I guess. I think there

[2:32:07] Voice 2: is, sir. I think you can have another meeting much like

[2:32:13] Voice 2: this meeting to discuss the matter. So I don't think you have to finish in the next half hour

[2:32:19] Voice 2: this whole topic i think there's a an opportunity in early september late august given everyone's

[2:32:25] Voice 2: schedule for you to continue this conversation um i think you've got a lot of room um

[2:32:32] Voice 2: and goodwill from trustees in terms of not having to walk in completed recommendations at this point

[2:32:39] Voice 2: but um some suggestions to make things better in the short time frame so you could have a

[2:32:45] Voice 2: conversation there take that conversation and build it into um either a briefing that staff

[2:32:51] Voice 2: pulled together on your behalf or something like that that goes forward that says what do you think

[2:32:57] Voice 2: trust council for in a month when we do this um do you think this is a better process so i think

[2:33:04] Voice 2: you i think you can do something short

[2:33:07] Trustee Middleton: answer thank you thank you um trustee lunger yeah just

[2:33:12] Voice 1: Just a follow-up on that as well.

[2:33:14] Voice 1: Just nothing preventing each of us individually to sort of brainstorm with ourselves or with somebody else over ideas to come up with and bring that forward at the next meeting.

[2:33:27] Voice 1: I mean, we need to do some of the work as well.

[2:33:30] Voice 1: We can't just keep saying, well, staff do this.

[2:33:32] Voice 1: We need to actually take it on ourselves.

[2:33:34] Voice 1: themselves have some discussion do some work and and bring it forward and have a discussion with

[2:33:40] Voice 1: the other you know with the rest of the committee members and staff more deliberative and a little

[2:33:47] Voice 1: more work but it's worth it I think in the long run thank

[2:33:51] Trustee Middleton: you so I guess what I'm almost hearing

[2:33:53] Trustee Middleton: is what this so certainly this is our work plan I'm you know I'll test to see if everyone supports

[2:33:59] Trustee Middleton: supports this in the moment but I it also looks like the outline of our next um uh our next

[2:34:06] Trustee Middleton: meeting we would obviously put a fair bit of time into us uh trustee language says being deliberative

[2:34:12] Trustee Middleton: about some recommendations we'd like to make to Council on the conduct of the executive election

[2:34:17] Trustee Middleton: as well as uh per trustee Stanford put some framing around um I guess digging a little

[2:34:26] Trustee Middleton: little deeper into Trust Council's response or feeling around the recommendations in the

[2:34:31] Trustee Middleton: governance review that we can then subsequently shape as a kind of an information piece for

[2:34:36] Trustee Middleton: the next term.

[2:34:40] Trustee Middleton: Does that sound, I appreciate what you said, we've heard from the CEO that the first part

[2:34:47] Trustee Middleton: of that's certainly doable.

[2:34:48] Trustee Middleton: And the second part, I think, is based on just reporting on the conversation that we

[2:34:52] Trustee Middleton: we have um are we aiming too low there is there something anybody is there something anybody else

[2:35:01] Trustee Middleton: would like to see us do or or you know comment on that we're going to take this as general

[2:35:16] Trustee Middleton: agreement uh russ please yes sir yeah

[2:35:18] Voice 2: so what i'm hearing sir is that a discussion should be

[2:35:23] Voice 2: organized for trust council yeah a

[2:35:26] Voice 2: request to executive committee that would facilitate one

[2:35:30] Voice 2: an open open discussion on the following receipt of the report itself some discussion of the report

[2:35:39] Voice 2: um to um the um issue of the election of the executive committee so you would be telling

[2:35:51] Voice 2: trust counsel by doing this think of these things before you show up to the to the meeting and three

[2:35:57] Voice 2: the only other one i heard was communications so i i suspect for a meeting like that you could

[2:36:04] Voice 2: ask ec i mean ask trust counsel to contemplate two or three things because you're going to have

[2:36:09] Voice 2: an hour an hour 15 minutes or something like that for a session we would the staff would write out

[2:36:14] Voice 2: a session outline and that session outline could be returned could be coming at the end you know

[2:36:20] Voice 2: of your next meeting and it would say facilitate an open conversation on the following and we'd

[2:36:26] Voice 2: list the receipt of the report election of uh the executive committee um and i've got three

[2:36:33] Voice 2: communications or some other one and just leave it at that yeah

[2:36:39] Trustee Middleton: yeah i think and what i think we do

[2:36:42] Trustee Middleton: is we'd use our next uh committee meeting our last committee meeting to actually put some do

[2:36:49] Trustee Middleton: is do some of the work as trustee lingerie said in terms of just some concrete steps that we've

[2:36:53] Trustee Middleton: thought of given the current framework that could be put in place or for the pleasure obviously of

[2:36:59] Trustee Middleton: council to consider so that we're we're not just brainstorming with them at the session but we've

[2:37:05] Trustee Middleton: done taken advantage of this time to work as a committee to kind of put some some steps forward

[2:37:11] Trustee Middleton: for their consideration a bit of a plan of how to approach the um election and then and that's sort

[2:37:18] Trustee Middleton: of a alongside the discussion of their response to some of the other recommendations and their

[2:37:23] Trustee Middleton: feelings of prioritization for the next next council um trustee allen did you have a comment

[2:37:30] Trustee Allen (probable): yeah so i did sort of well i was just looking what the report said in terms of um what to do

[2:37:38] Trustee Allen (probable): how the steps to go about first and they said to deal with high-level government issues

[2:37:43] Trustee Allen (probable): first and then next alignment of management with press council new orientation and

[2:37:49] Trustee Allen (probable): then manage an operational review but i just want to make sure we still if it's possible to get the

[2:37:55] Trustee Allen (probable): trust council from the new trustee orientation as well comments from you know before the election

[2:38:05] Voice 2: in response um trustee middleton so um in the last six weeks myself and laurie have written

[2:38:12] Voice 2: to trustees i believe twice asking them for input on the orientation and we've received

[2:38:18] Voice 2: three responses so we are welcome we welcome any of that um we've been mining those three responses

[2:38:26] Voice 2: for everything we can get so uh i missed that

[2:38:30] Trustee Allen (probable): i missed that email i'm sorry because other people

[2:38:33] Voice 2: miss it too it's not just you sir um so yeah certainly if you want to ask that question we're

[2:38:39] Voice 2: in the process of building a lot of that right now but i think it's a really great great question

[2:38:44] Voice 2: particularly because of this at the orientation i will be standing in front of the new trust council

[2:38:51] Voice 2: talking about governance in my as in my role as the chief administrative officer and saying you

[2:38:57] Voice 2: know here's how this should go um here's the roles of staff here's the role of an elected official

[2:39:04] Voice 2: how are we going to work together and for some of these people they won't have had that concept

[2:39:09] Voice 2: set before. So I do think you should facilitate, this body should think about what should be

[2:39:18] Voice 2: communicated or what's important during those sessions. And you know what? What's exciting

[2:39:24] Voice 2: is that actually during orientation, there could be an opportunity for Chair Middleton to speak

[2:39:31] Voice 2: or the committee to say something. It can be a maybe more organic process when we're actually

[2:39:37] Voice 2: doing your um the orientation process in the in the um at the start of next term so i think that

[2:39:44] Voice 2: is a good question

[2:39:45] Trustee Middleton: and it seems we'd be doing uh you a disservice and lori a disservice if we

[2:39:51] Trustee Middleton: didn't actually put that on our agenda formally for the next meeting to say hey what are some of

[2:39:57] Trustee Middleton: the things that we uh we we would recommend be part of the uh new orientation and um that because

[2:40:05] Trustee Middleton: Because that seems to me we do have the headspace to kind of think about that prior to our next meeting, as well as per Casey's suggestion, some of these concrete steps that might be taken to adjust the executive election given the current framework.

[2:40:27] Trustee Middleton: and then the third item would be as you said preparing for a session at at um at trust council

[2:40:34] Trustee Middleton: so that would i guess that's this committee's agenda for the next meeting roughly and as well

[2:40:40] Trustee Middleton: as reviewing draft uh you know the revised drafts and whatnot that um of the two policies

[2:40:47] Trustee Middleton: case uh or trustee lemery so you have uh yeah

[2:40:50] Voice 1: just on the orientation one i think part of the

[2:40:53] Voice 1: issue probably was when i looked at the agenda even because i sort of vaguely remembered it

[2:40:57] Voice 1: you you can get overwhelmed with the amount of information thrown at you in a couple days

[2:41:02] Voice 1: and not a lot of it necessarily sticks and i think that the need to really target the information

[2:41:10] Voice 1: in a way that you don't overwhelm people especially new trustees like myself at the time

[2:41:17] Voice 1: and you can get i mean too much information can be negative very having a very negative impact so

[2:41:24] Voice 1: so

[2:41:25] Voice 2: at four o'clock today we'll put out the ec agenda and on that agenda is a report and in that

[2:41:31] Voice 2: report says just what trustee longer i said it says here's what was good about that process and

[2:41:35] Voice 2: here's some challenges and um so that point is taken um chair you said three things election of

[2:41:42] Voice 2: ec like as establishing for your next meeting um alter um suggestions or um some innovation around

[2:41:51] Voice 2: on the election process of EC you will discuss at your next meeting orientation you will discuss at

[2:41:57] Voice 2: your next meeting yeah and um I think the first one is um hosting and hosting a a one-hour session

[2:42:05] Voice 2: at trust council correct yeah

[2:42:07] Trustee Middleton: okay thank you thank you yeah that's great and I guess there's

[2:42:12] Trustee Middleton: just the fourth item is a business item which would just be a review and um and forward to

[2:42:18] Trustee Middleton: council uh of the uh revised policies yes one and 2.35 and and i yeah okay

[2:42:26] Voice 2: great thanks thank you

[2:42:29] Trustee Middleton: yeah no pleasure i guess um and are we okay to move down we've already discussed some of some

[2:42:38] Trustee Middleton: of this but then the next uh we have a couple items in regards to trust conservancy and then

[2:42:43] Trustee Middleton: the um uh the request of the province um are we okay to move from 6.32 or is there anything

[2:42:51] Trustee Middleton: anybody else would like to put on our immediate action item list or throw out there uh vice

[2:42:58] Trustee Middleton: chair patrick yes please i

[2:43:00] Trustee Patrick (probable): don't want to lose the strategic plan and um making sure we talk

[2:43:05] Trustee Patrick (probable): about that i think that is probably the most important um kickoff to the new season you know

[2:43:13] Trustee Patrick (probable): to the new term to get that work right can

[2:43:17] Trustee Middleton: we reference that in terms of uh immediate actions

[2:43:21] Trustee Patrick (probable): yeah it's one of the recommendations of the report um

[2:43:28] Trustee Middleton: i guess no no i hear you i'm just

[2:43:32] Trustee Middleton: wondering how we would how we ourselves would action that right now

[2:43:37] Trustee Patrick (probable): provide any recommendations

[2:43:39] Trustee Patrick (probable): to improve the process immediate you know well

[2:43:42] Trustee Middleton: um one of which could be

[2:43:46] Trustee Middleton: yeah no i was gonna say i

[2:43:49] Voice 1: was gonna say it could be adopting one of

[2:43:53] Voice 1: ceo's recommendations when we did our strategy plan which is reduce over subscribe and if we

[2:44:00] Voice 1: would listen to that and not say yes but then go ahead and keep adding things on we might have a

[2:44:06] Voice 1: better chance i

[2:44:08] Trustee Middleton: guess at our next meeting then do you want to see if we can make time to just

[2:44:13] Trustee Middleton: discuss strategic planning i know we'll keep adding to our agenda but it seems reasonable

[2:44:18] Trustee Middleton: that the importance that vice chair patrick placed on it i understand it so that would be

[2:44:23] Trustee Middleton: an additional item and anything else before we move on um that the role of the island's trust

[2:44:36] Trustee Middleton: conservancy in the in the governance review we've touched on it obviously we talked about membership

[2:44:41] Trustee Middleton: of the committee is there anything else uh trustee stanford that you would want to say on that point

[2:44:45] Trustee Middleton: uh

[2:44:46] Trustee Stamford: very briefly chair middleton is um in some ways the the response from the conservancy there's no

[2:44:55] Trustee Stamford: specific response because we weren't part of it uh but when we did discuss the uh report and and

[2:45:03] Trustee Stamford: the whole process was that we weren't part of it that we weren't consulted as to whether we wanted

[2:45:09] Trustee Stamford: wanted to be part of it or not. But there was also a sense of relief too. And because we are,

[2:45:18] Trustee Stamford: our staff are oversubscribed. So basically, the recommendation coming from the ITC is that if you

[2:45:26] Trustee Stamford: do want ITC support or engagement in any way with your activities going forward, that it be done in

[2:45:37] Trustee Stamford: a fairly um formal way through motions um and recognizing that it would have impact on staff

[2:45:44] Trustee Stamford: they're they're very the the staff for the itc are quite clear as soon as new items come on the

[2:45:51] Trustee Stamford: table okay this is going to fall off and and so because it's a lot smaller group it those kind

[2:45:58] Trustee Stamford: of things are happening a little faster a little more efficiently and a little more clearly maybe

[2:46:02] Trustee Stamford: be and it's only because we're a more straightforward structure so just so everyone's

[2:46:08] Trustee Stamford: aware that anything you would require from the ITC requires a motion going through to the board

[2:46:14] Trustee Stamford: and there will be impacts on that thank

[2:46:19] Trustee Middleton: you thank you anybody want to make comment to that thank you

[2:46:23] Trustee Middleton: for that that's very clear no so the next item we touched on earlier is the the role of this

[2:46:33] Trustee Middleton: committee regarding the the review request to the province um i think where we left the discussion

[2:46:42] Trustee Middleton: was that as this committee's role evolves naturally there's an interface between our work

[2:46:47] Trustee Middleton: and any anything that uh might affect the organization from a governance perspective

[2:46:52] Trustee Middleton: either internally or externally uh but at this point i i don't see us playing a role myself but

[2:47:01] Trustee Middleton: i'm open to it's just one perspective open to uh your guys thoughts um trustee langeris but i think

[2:47:14] Voice 1: it really depends on whether the government government responds to that request or not

[2:47:18] Voice 1: the first question right yeah

[2:47:21] Trustee Middleton: and uh trustee patrick yeah

[2:47:25] Trustee Patrick (probable): i think it's similar um you know

[2:47:27] Trustee Patrick (probable): at this point until the province you know if the province formally chooses to engage they formally

[2:47:33] Trustee Patrick (probable): you know this committee could play a tiny role a big role and yet to be determined definitely at

[2:47:39] Trustee Patrick (probable): some point you know based on the last time the province did the review 1987 um the report was

[2:47:46] Trustee Patrick (probable): given to the island's trust and then the island's trust responded so um i would assume trust council

[2:47:51] Trustee Patrick (probable): would receive such report and they may turn to the governance committee and say please come back

[2:47:55] Trustee Patrick (probable): with you know so i i don't think we have to get too out of the starting gate on it okay thank you

[2:48:03] Trustee Middleton: and trustee allen yeah

[2:48:05] Trustee Allen (probable): i'd like i definitely liked what the government's report said regarding

[2:48:09] Trustee Allen (probable): island's trust advocacy that we really should be our advocacy should be really on just working with

[2:48:15] Trustee Allen (probable): the province and working with other agencies and nothing else and um and i do understand that russ

[2:48:22] Trustee Allen (probable): has been working it is on his work project lester whatever you call it in terms of working with the

[2:48:27] Trustee Allen (probable): province so um i'm hoping that's still going on and i'm not sure whether russ could comment on

[2:48:32] Trustee Allen (probable): on where that's at and whether we should just step back

[2:48:34] Trustee Allen (probable): and wait until there's more of a response,

[2:48:37] Trustee Allen (probable): positive response or some response from the government.

[2:48:42] Voice 2: Sure, and CEO, would you like to comment?

[2:48:44] Voice 2: On the actual request that was made last month?

[2:48:47] Voice 2: Or I guess- Trustee Allen?

[2:48:50] Voice 2: Right, yeah.

[2:48:52] Trustee Allen (probable): Well, it's on your work list.

[2:48:55] Trustee Allen (probable): Sorry, it's on your, you know, it's in progress, right?

[2:48:59] Voice 2: So I'm just wondering-

[2:49:01] Voice 2: You mean the request that was made

[2:49:02] Voice 2: at the last trust council yes

[2:49:04] Trustee Allen (probable): sir yes yeah okay

[2:49:05] Voice 2: yes so a couple of things uh thanks so that request

[2:49:08] Voice 2: has been made um and on a staff-to-staff basis not much um i can also tell you that the executive

[2:49:15] Voice 2: committee met with the minister um prior to trust council making this decision and gave the minister

[2:49:23] Voice 2: some indication that there's profound thinking going on at the islands trust

[2:49:29] Voice 2: trust so the staff are aware of that if I might suggest though I think this committee should be

[2:49:39] Voice 2: well aware of this request of the province and would likely be the subject matter experts

[2:49:48] Voice 2: at some point the province is going to turn around and go well what do you want to do

[2:49:52] Voice 2: Um, and, uh, I think that you would be the working group that's working through some of the requests around at least the governance side of this. And that might be, uh, what would some of those be? Well, we've already looked at, uh, what's our relationship with the public service agency, right? So that's a, that's a very tied to the province kind of, um, discussion.

[2:50:19] Voice 2: discussion so i from an administration's point of view i would hope that we would not have say

[2:50:27] Voice 2: a response from the province that has a profound governance element to it and then it's partially

[2:50:33] Voice 2: executive committee's job and partially governance committee's job and then there's a financial

[2:50:38] Voice 2: implication it goes to finance committee but it's one topic so it's just we've we've asked for this

[2:50:48] Voice 2: big thing we've created new governance committee and you should i'd recommend that you stay close

[2:50:52] Voice 2: to the request and be prepared to answer at some level what uh what your interest would be um so

[2:51:00] Voice 2: i'm not saying that happens this month and we might not get a response back for for some period

[2:51:05] Voice 2: of time um certainly they'll probably look at the election you know we're moving into the election

[2:51:14] Voice 2: the selection phase right now as they're as they're working through this um but yeah I I leave

[2:51:20] Voice 2: that for your thinking how you want to connect to um the larger requests we've made thanks great

[2:51:26] Voice 2: well

[2:51:27] Trustee Middleton: thank you for that any uh any comment any uh words on this before we move to communications

[2:51:35] Trustee Middleton: it's obviously ongoing no

[2:51:39] Voice 1: I agree with Russell what he's saying there in terms of we need to be

[2:51:42] Voice 1: keep abreast of what's happening but uh you know i wasn't suggesting we ignore it

[2:51:49] Voice 1: okay

[2:51:51] Trustee Middleton: and do we need anything in the minutes or um or more formally moved at this point or where

[2:51:59] Trustee Middleton: we're we're we're aware and uh we're awaiting any any any input or news okay all right thank you

[2:52:09] Trustee Middleton: Thank you. So the next item, 6.6, is communications discussion around internal and external communications.

[2:52:17] Trustee Middleton: And Trustee Stamford, you raised some good points before that I think frame this discussion.

[2:52:21] Trustee Middleton: Do you want to reiterate what you said in terms of how we move forward with this item?

[2:52:28] Trustee Stamford: Well, when I brought up the communications, it was in terms of how our terms of reference that's included in there.

[2:52:35] Trustee Stamford: I'd like to see that included in all our terms of references so that people are clear what kind of communications can be expected and where it goes and who, you know, goes through executive committee.

[2:52:50] Trustee Stamford: But, you know, our Zoom meetings all going to be put online, you know, just really basic stuff that was through the terms of reference.

[2:52:58] Trustee Stamford: But I really think, and I brought it up before, was in terms of what we are doing as a committee, how are we going to, like even this, what's coming out of this meeting, how are we going to communicate that?

[2:53:16] Trustee Stamford: We can communicate it to our trust counsel, but is there a role to send something out externally?

[2:53:24] Trustee Stamford: Or when does that point, when is that reached?

[2:53:28] Trustee Stamford: i would like to see something come out of trust council about governance our direction and

[2:53:35] Trustee Stamford: governance and based on the report you know what is our response to the report as i mentioned

[2:53:41] Trustee Stamford: but also you know these are the things we're doing um i'd like to see that happen so it's

[2:53:48] Trustee Stamford: fairly general it's big picture it's nothing specific at this point thank

[2:53:54] Trustee Middleton: you uh trustee

[2:53:55] Trustee Middleton: and grace i

[2:53:57] Voice 1: was just going to comment on that as well i mean zoom has made our meetings transparent

[2:54:02] Voice 1: to the public the public has the opportunity to listen in and they have an opportunity to

[2:54:07] Voice 1: watch it at a later date so that transparency has definitely increased and the communication

[2:54:12] Voice 1: has increased accordingly i guess that one of the issues then is when the public approaches the

[2:54:19] Voice 1: committees themselves for response to their dialogue how do we how do we deal with that

[2:54:25] Voice 1: communication be more the issue right

[2:54:31] Voice 9: um trustee allen thank you now

[2:54:37] Trustee Allen (probable): i would just think that would

[2:54:39] Trustee Allen (probable): the public would hear after the committee's presented a report to the trust council

[2:54:44] Trustee Allen (probable): as per other committees i'm not sure what other committees because i haven't been involved much

[2:54:48] Trustee Allen (probable): this term but in terms of their communication to the public um like right now nobody's just

[2:54:54] Trustee Allen (probable): just even attending our meeting it's just us um so yeah i would think it would just flow after

[2:55:00] Trustee Allen (probable): our trust council meetings i would think but maybe i'm wrong and

[2:55:04] Trustee Middleton: thank you and uh

[2:55:06] Trustee Middleton: sir um

[2:55:08] Voice 2: so mr chair i think uh maybe you don't have to come up with something right away

[2:55:13] Voice 2: but some of the things you're speaking about are significant and um the inclusion of having

[2:55:21] Voice 2: having appointed, one of the recommendations, if you get to it, is having appointees to the

[2:55:29] Voice 2: Islands Trust, First Nations representation at the Islands Trust. You would need some

[2:55:36] Voice 2: communications and engagement strategies or considerations thereof as you talk about

[2:55:43] Voice 2: issues like that. Some are just internal issues that probably would have less interest, but

[2:55:48] Voice 2: But I think almost more from a resource perspective, every now and, you know, as this matures, you're going to want to recommend to EC and the chair, who is the spokesperson for the Allen's Trust, to incorporate some of your thinking in communicating with others and engagement.

[2:56:09] Voice 2: So it might be a long range piece, but it's something that you should consider because some of the questions you'll be contemplating are big ones.

[2:56:17] Voice 2: Right.

[2:56:18] Voice 2: Thank you.

[2:56:19] Trustee Middleton: thank you um to trustee stanford's point about um uh council making a um a sort of

[2:56:27] Trustee Middleton: formal statement on governance or formal response to the report um what's

[2:56:34] Voice 9: uh other members feeling

[2:56:35] Voice 9: on that um as in is is

[2:56:46] Trustee Middleton: it doable is it is it something that um um you see that you share

[2:56:53] Trustee Middleton: the same view as i guess trustee stanford does about the it it kind of um completes the exercise

[2:56:59] Trustee Middleton: that council formally responds in some way to uh the the work of the of the consultants uh trustee

[2:57:06] Trustee Middleton: longer rights and then stamford yeah

[2:57:09] Voice 1: i think that trust council has to address that the report

[2:57:13] Voice 1: itself as a whole at first okay that's my view we can report that we received it and we have

[2:57:20] Voice 1: but now once we do a review of it as a trust council per se and come up with some statement

[2:57:27] Voice 1: public statement and

[2:57:30] Trustee Middleton: trustee stamford yeah

[2:57:32] Trustee Stamford: i think it's it just depends where it goes i mean

[2:57:36] Trustee Stamford: right now it's so far past the the publication date that it almost um it it's finished its

[2:57:45] Trustee Stamford: life cycle to a certain extent in the public um so if we are going to bring it back again we have

[2:57:52] Trustee Stamford: to have specific significant changes that we're making in response to it um i just want to

[2:57:59] Trustee Stamford: reiterate though that we still continue to to use it as a move forward on oh well they said it

[2:58:05] Trustee Stamford: therefore it's true therefore we have to do xyz and i'm not i'm still not sure that that's

[2:58:12] Trustee Stamford: necessarily true yet and i that's what i want to hear from the trust council um because there's

[2:58:19] Trustee Stamford: some things i'm just not sure we we need to move forward on and um i i disagree with some stuff and

[2:58:27] Trustee Stamford: yet it's taken on a life of its own so those are the reasons i think it's important um but how to

[2:58:33] Trustee Stamford: go about that i'm not sure thank

[2:58:36] Trustee Middleton: you uh trustee patrick well

[2:58:39] Trustee Patrick (probable): i think again as this committee

[2:58:40] Trustee Patrick (probable): matures um you know we're going to have a priority list and a project list and you know the the work

[2:58:45] Trustee Patrick (probable): is going to start to become transparent as to what we're agreeing to and prioritizing and doing so

[2:58:51] Trustee Patrick (probable): um then it's the communications piece of that but um i i think the story if they're recording the

[2:58:59] Trustee Patrick (probable): the announcement came out it was a press release that the governance committee was created and i

[2:59:05] Trustee Patrick (probable): think that is the most important public piece um of implementing that work and what i think the

[2:59:12] Trustee Patrick (probable): public expected to see done but now what are we doing is going to come through the structure of

[2:59:16] Trustee Patrick (probable): the committee and the processes okay

[2:59:20] Trustee Middleton: and so with in framing the discussion for council though

[2:59:23] Trustee Middleton: obviously some of that will come out um and um all right um i i realize we're we're up with our

[2:59:33] Trustee Middleton: our time here and i think we're pretty well finished we have a rough agenda well agenda

[2:59:37] Trustee Middleton: for next next meeting may i um be so bold uh to suggest that staff pop some dates out for our

[2:59:46] Trustee Middleton: review that work with the the trust calendar and in late august for our next meeting late august

[2:59:51] Trustee Middleton: early september we've got those sir

[2:59:56] Voice 2: september

[2:59:57] Voice 1: first or six wasn't it

[2:59:59] Voice 2: yeah

[3:00:00] Voice 2: so um you know the trust council if i may um the trust council agenda is approved

[3:00:10] Voice 2: by executive committee on the 7th of september okay so you'd want to meet before that and because

[3:00:18] Voice 2: we don't really know what you're what you know what you're asking of them yet you're not providing

[3:00:24] Voice 2: complex detailed reports i don't think at this stage you would probably agree so um we have very

[3:00:32] Voice 2: very low staff component through the end of August.

[3:00:38] Voice 2: So I would think that September 1st would be an option for you as a

[3:00:43] Voice 2: preferred option, possibly. And the 6th would be another.

[3:00:47] Voice 2: So if on the 1st, you came up with some stuff and said, Hey,

[3:00:52] Voice 2: I would have till the sec,

[3:00:54] Voice 2: I'd have a day to take what you've told us and get it into a form that can

[3:00:59] Voice 2: go to the executive committee. And I, I think I can,

[3:01:04] Voice 2: i could reasonably do that or irreasonably um get that done um if you did it on the sixth that

[3:01:13] Voice 2: might be a little more challenging because we'd have to walk it in as a late item to ec and even

[3:01:18] Voice 2: so on if you did had a meeting on the first and you came up with we had to do some work we could

[3:01:23] Voice 2: walk in and on the fifth but i'm just responding to you wanting to have a couple of meetings to

[3:01:29] Voice 2: to get things going and the compressed time line we've got here right um so is we offer i offer

[3:01:38] Voice 2: that as a as a as a suggestion possibly laurie could we not know financial planning committees

[3:01:44] Voice 2: on the 31st so i think that september 1st or the 6th would be tentative days and we could send

[3:01:48] Voice 2: something out to you on an rwm basis or whatever you think okay

[3:01:52] Trustee Middleton: and

[3:01:53] Voice 2: uh trustee allen

[3:01:54] Trustee Middleton: did you have

[3:01:55] Trustee Middleton: have a comment there

[3:01:55] Trustee Allen (probable): um yeah i mean i would say september 1st works for me i'm just wondering

[3:02:00] Trustee Allen (probable): why it started at 12 and whether other committee members would prefer it to start earlier in the

[3:02:06] Trustee Allen (probable): day that's uh my question start

[3:02:09] Voice 2: anytime uh it started at 12 today because we're trying to get

[3:02:15] Voice 2: the while we're having this conversation we're trying to get the executive committee agenda out

[3:02:18] Voice 2: by the end of the day as well so we use this morning to work on that and then this afternoon

[3:02:25] Voice 2: for the committee i see a

[3:02:27] Trustee Middleton: note from uh trustee stanford the first word but perhaps people could

[3:02:32] Trustee Middleton: respond to the first or six invite and then we'll just see what the balance is okay i'm in support

[3:02:41] Voice 1: of the first could

[3:02:44] Trustee Middleton: we work around your meeting trustee stanford it is it is it a morning or

[3:02:48] Trustee Middleton: afternoon meeting

[3:02:49] Trustee Stamford: it's gonna it's an ocp workshop and it's a business meeting so it's all day long

[3:02:55] Trustee Stamford: and it's on island so it's it's a big deal okay great

[3:02:59] Voice 2: uh okay well and

[3:03:05] Trustee Patrick (probable): and salt springs on the

[3:03:06] Trustee Patrick (probable): sixth but uh so either later in the day on the sixth okay

[3:03:12] Trustee Middleton: well we can get back to when the invite

[3:03:15] Trustee Middleton: goes out we can give our constraints and if we're up against a dead end there we'll have to address

[3:03:21] Trustee Middleton: it but if there's some way through then hopefully we can do that we can find a happy median i'll

[3:03:28] Voice 2: I'll work with Laurie, Chair Middleton, and get you some options in the next few days.

[3:03:34] Trustee Middleton: Could I just go back to the potential budget request?

[3:03:37] Trustee Middleton: I believe we covered that off.

[3:03:39] Trustee Middleton: Was there a need of a motion or anything like that?

[3:03:43] Trustee Middleton: Okay, great.

[3:03:46] Trustee Middleton: Okay, I think that covers our business.

[3:03:48] Trustee Middleton: Have I missed anything or any last comments anyone wishes to make?

[3:03:55] Trustee Middleton: I guess our next meeting is in process.

[3:03:58] Trustee Middleton: I want to thank Russell and I and David for excellent work putting this together.

[3:04:05] Trustee Middleton: I think it's exciting, a bit of the unknown, and I appreciate everyone's attention to it.

[3:04:12] Trustee Middleton: And I think you guys have done a great job in helping us have what I hope you see as a first successful meeting.

[3:04:19] Trustee Middleton: So thank you very much. Thanks all.

[3:04:22] Voice 1: I found it

[3:04:23] Voice 1: a good meeting.

[3:04:24] Trustee Middleton: Thank you very much.

[3:04:25] Trustee Middleton: i motion everybody

[3:04:26] Trustee Middleton: from we will assume by consensus so thank you all yes

[3:04:31] Trustee Allen (probable): rest are you in

[3:04:33] Trustee Allen (probable): black creek okay

[3:04:34] Trustee Allen (probable): yeah i'm in

[3:04:36] Trustee Allen (probable): black creek okay that's it

[3:04:38] Voice 2: yeah enjoy

[3:04:39] Trustee Allen (probable): your holiday or something

[3:04:40] Voice 2: no i'm working but you

[3:04:44] Voice 2: got a nice view

[3:04:46] Voice 2: the turna so uh thank you all appreciate it we'll talk soon thanks very much bye

Governance Committee Meeting Minutes  Page 1 of 5 
July 29, 2022 ADOPTED 
 
Governance Committee 
Minutes of Regular Meeting 
 
Date:  
Location:  
July 29, 2022 
Islands Trust Victoria Boardroom 
200-1627 Fort Street, Victoria, BC 
Electronic Meeting 
 
Members Present: Alex Allen, Hornby Island Trustee 
 Kees Langereis, Gabriola Island Trustee 
 Lee Middleton, Saturna Island Trustee 
 Laura Patrick, Salt Spring Island Trustee 
 Timothy Peterson, Lasqueti Island Trustee 
 Tahirih Rockafella, Galiano Island Trustee 
 Kate-Louise Stamford, Gambier Island Trustee 
  
Staff Present: Russ Hotsenpiller, Chief Administrative Officer, (CAO) 
 David Marlor, Director, Legislative Services, (DLS) 
 Lori Foster, Executive Coordinator 
  
Attendees: None 
 
The meeting was conducted electronically, live streamed, recorded, and the public could attend 
electronically. 
 
1. CALL TO ORDER/LAND ACKNOWLEDGEMENT 
 
At 12:04 p.m., Director of Legislative Service (DLS) Marlor called the meeting to order.  
 
Elected in their local trust areas, trustees introduced themselves. Land acknowledgements 
included: ṮEḴTEḴSEN (Saturna Island), K’ómoks First Nation, Snuneymuxw First Nation, 
Xwe’etay (Lasqueti Island), Chá7elkwnech (Gambier Island), and Coast Salish People. 
 
2. ELECTION OF CHAIR AND VICE-CHAIR 
 
DLS Marlor called for nominations for chair of the Governance Committee. 
 
GC-2022-001 
It was Moved by Trustee Patrick and Seconded by Trustee Allen, 
 To nominate Trustee Middleton for chair. 
Trustee Middleton agreed to stand. 
DLS Marlor called 3 more times for nominations for chair. 
Hearing no further nominations; 
By acclamation, Trustee Middleton was declared Chair of the Governance Committee. 
 
DLS Marlor called for nominations for vice-chair of the Governance Committee. 
 

 
Governance Committee Meeting Minutes  Page 2 of 5 
July 29, 2022 ADOPTED 
GC-2022-002 
It was Moved by Trustee Langereis and Seconded by Trustee Peterson, 
To nominate Trustee Patrick for vice-chair. 
Trustee Patrick agreed to stand. 
DLS Marlor called 3 more times for nominations for vice-chair. 
Hearing no further nominations; 
By acclamation, Trustee Patrick was declared Vice-Chair of the Governance Committee. 
 
Chair Middleton thanked members and staff and continued with the agenda as presented. 
 
3. AGENDA 
 
3.1 New Items and Re-Ordering of the Agenda 
 
Items for consideration to amend the agenda: 
 Discussion on trustee orientation for the new council, 
 Under 6.7, add budget implications for this year, 
 Consideration of legal advice regarding Governance Report recommendations, 
 Under 6.3.2, add first meeting agenda of new Trust Council and Executive 
Committee election process, 
 Under 6.3 add 6.3.1 – Trust Council discussion of Governance Report. 
 
3.2 Approval of Agenda 
 
GC-2022-003 
It was Moved and Seconded, 
That the agenda be approved as amended. 
 
CARRIED 
4. CORRESPONDENCE 
 
See Trustee Middleton email attached to item 6.3.2 and Trustee Stamford email attached to 
item 6.4. 
 
5. ADMINISTRATIVE COORDINATION - None 
5.1 Draft Minutes of Previous Meetings - None 
5.2 Resolutions Without Meeting - None 
5.3 Follow up Action List - None 
 
6. BUSINESS ITEMS 
 
6.1 Terms of Reference for the Standing Governance Committee - RFD 
 
Chair Middleton opened discussion regarding creating a draft terms of reference for the 
committee.   
 
Discussion followed: 
 Re: page 5 of the agenda package, items for consideration when drafting new 
Policy 2.3.5 Governance Committee terms of reference (TOR), 

 
Governance Committee Meeting Minutes  Page 3 of 5 
July 29, 2022 ADOPTED 
 Focus on governance improvement, optimization, public engagement and 
evaluation, 
 Mechanics of cooperation with others, 
 Internal management, potential legislative changes, 
 Requests to the province come from the Governance Committee, thoughts and 
recommendations passed along to new term committee, 
 Review and recommendations on local trust committee (LTC) governance to 
LTC’s, 
 A definition of governance,  
 Ongoing improvement means always evaluating, 
 Page 11 of the agenda package item 15. (a-j) add as possible appendix for 
consideration, 
 Addition of a communications strategy both internal and external 
 To consider and implement, as required, recommendations from consultants 
under duties and responsibilities, 
 Keeping a quarterly meeting schedule or as determined by the incoming 
committee; current staffing implications and budgeting for the committee, 
 Regarding a Governance Committee budget - $15, 000 discretionary funds 
currently available to March, consider earmarking $20,000 for next budget’s 
discretionary funds request to Trust Council. 
 
GC-2022-004 
It was Moved and Seconded, 
Amend proposed draft new policy 2.3.5, item 1.5 to read:  
The Governance Committee may contract external expertise to provide advice subject 
to: 1.) funding by Trust Council and, 2.) at the discretion of the committee. 
CARRIED 
 
GC-2022-005 
It was Moved and Seconded, 
THAT the Governance Committee recommends that staff develop a draft terms of 
reference for the Governance Committee, with the following elements: 
1. To include in the Purpose – emphasise ongoing improvement of governance. 
2. Add definition of Governance. 
3. The amendments made to item 1.5 (GC-2022-004). 
CARRIED 
 
6.2 Amending of Trust Council Policy 2.3.1 Council Committee System - RFD 
 
CAO Hotsenpiller spoke to the request for decision as presented. 
 
The Governance Committee discussed recommending the following amendments to 
Policy 2.3.1:  
 The inclusion of two non-voting ex-officio members to the Governance 
Committee 1.) the Trust Council chair 2.) an elected trustee from the Islands 
Trust Conservancy board, 
 Election of the Governance Committee conducted in the same manner held at 
June Trust Council; 7 members and not limiting Executive Committee members, 

 
Governance Committee Meeting Minutes  Page 4 of 5 
July 29, 2022 ADOPTED 
 At a minimum as follows: see page 7 of the agenda package items 1-6. 
 
GC-2022-006 
It was Moved and Seconded, 
THAT staff be directed to draft amendments to Trust Council Policy 2.3.1, Council 
Committee System, incorporating any changes to the policy recommended by the 
Governance Committee and that the policy be returned to the Governance Committee 
for subsequent referral to Trust Council for approval, as amended. 
CARRIED 
 
6.3 Governance Review Report Recommendations - Discussion 
 
The meeting recessed for a break at 1:55 p.m. and reconvened at 2:05 p.m. 
 
6.3.1 Referred from June Trust Council item 4.2.5 - Review and Implementation of 
recommendations from the Governance Review 2022 – Briefing 
 
Governance Committee (GC) discussed next steps regarding the Islands Trust 
Governance Review February 2022 consultant's report received at March 2022 
Trust Council (TC), item 4.2 pages 33-105 of the TC agenda package.  
 
6.3.2 Immediate Action Item List  
 
GC discussed the following as immediate action list items: 
 Create a session outline for next Trust Council to include discussion of 
the consultant’s report/one hour session,  
 Discuss the issue of the election of the Executive Committee,  
 Discuss the orientation of new term trustees,  
 Review and forward revised policies as directed in items 6.1 and 6.2, 
 Discuss the strategic planning process. 
 
6.4 Role of Islands Trust Conservancy in the Islands Trust Governance Review - Discussion 
 
Trustee Stamford, Islands Trust Conservancy Chair, recommended that requesting 
support or engagement from Islands Trust Conservancy, with activities going forward, 
that formal motions be passed so that Conservancy staff can anticipate the work and 
adjust accordingly. 
 
6.5 Role of Governance Committee regarding governance review request to the Province 
– Discussion 
 
At its June meeting, Trust Council requested the chair write to the Province asking for a 
governance review.  This request was sent July 8
th
.   
 
Governance Committee discussed remaining aware of Trust Council’s request to the 
Province as a response is anticipated and what role the Governance Committee may 
take. 
 
 

 
Governance Committee Meeting Minutes  Page 5 of 5 
July 29, 2022 ADOPTED 
 
6.6 Communications - Discussion 
 
Discussion followed that: 
All terms of references, for all committees, could include how communications occur 
and what can be expected, i.e. Zoom and recorded meetings has made meetings 
transparent, how do committees respond to public’s dialogue, making a public 
statement regarding Trust Council’s review of the governance report. 
 
6.7 Potential Budget Request for 2022/23 – Discussion  
 
Discussed under item 6.1. 
 
7. NEW BUSINESS - None 
8. WORK PROGRAM - None 
 
9. NEXT MEETING 
 
To be determined and confirmed via resolution without meeting in conjunction with Executive 
Committee meeting before Trust Council. 
 
10. CLOSED MEETING - None 
11. RISE AND REPORT - None 
 
12. ADJOURNMENT 
 
By general consent, the meeting was adjourned at 3:05 p.m. 
 
_________________________ 
Lee Middleton, Chair 
 
Certified Correct 
 
_________________________ 
Lori Foster, Executive Coordinator/Recorder