THS Special Board Meeting (#2) Minutes Tuesday, July 7, 2015, 7:00 pm 11 River Street Toronto, Ontario Present: By teleconference: Regrets: Non-voting: Gillian Armstrong, David Bronskill, Elizabeth Cabral, Diane Devenyi, Lisa Gibbens, Carol Hroncek, James LaPlante, Diana Pizzola, Dominique Rousselle, Keren Troyna Cathy Kinloch, Bronwen Morgan, Colette Miller, Monika Sudds Peter Newell Jacques Messier 1. Regular Business Diane Devenyi called the meeting to order at 7:13 pm 1.1 THAT the agenda be approved as written. Moved: Elizabeth Cabral Seconded: James LaPlante Carried. 1.2 THAT the agenda be amended to move the residual election matters item ahead of the barn cat program. Moved: Elizabeth Cabral Seconded: Dominique Rouselle Carried. 1.3 THAT the memberships dated May 1 to July 6, 2015 and all timely renewals received in the past three months are hereby approved. Moved: Lisa Gibbens Seconded: David Bronskill Carried. Diane Devenyi offered to call and welcome the new members. 2. Residual Election Matters The Toronto Humane Society Annual General Meeting was held on June 9, 2015. Members received THS proxy package and election materials from two slates Team THS and Animals First the week of May 18, 2015. THS Special Board Meeting Minutes July 7, 2015 1 of 5
James LaPlante submitted that the Team THS Facebook page and flyer had intentionally used words, colours and styles to indicate endorsement by the Toronto Humane Society and that this was a misrepresentation under section five of THS by-laws. He had raised these concerns with the President and Past-President outside of Board meetings and prior to the circulation of election materials. The President advised Carol Hroncek (a member of Team THS) of these concerns, who agreed to add a disclaimer to the Facebook page, indicating that Team THS did not seek, or receive, any endorsement from the Toronto Humane Society. As a result James withdrew the item from the agenda. James LaPlante later indicated to the President and Past-President was unsatisfied with the size and placement of the disclaimer, and with the wording used on the Facebook page. Diane Devenyi indicated that she received an email on July 4, 2015 from a new member, who had received a campaign flyer from Team THS which I felt was a misrepresentation. The email indicated that the member initially missed the disclaimer and was concerned that the green and black colouring was similar to Toronto Humane Society materials. The Board discussed the issue: All members of Team THS were Toronto Humane Society volunteers. The Team THS flyer celebrated THS many successes and the volunteers involvement in achieving that success. Some suggested that the second and third pages of the Team THS flyer could have been read as Team THS achievements and should have more clearly attributed the successes to THS. The Board moved In Camera at 7:58pm, rising out of In Camera seven minutes later. Board members noted that any group using a slogan is trying to create an endorsement in the minds of readers; but inferring what a reader may think is significantly different from a misrepresentation of facts. The Team THS flyer could have been read as the candidates supporting THS (rather than THS supporting the candidates). In her email, the complainant acknowledged that she read the sticker and knew that the Toronto Humane Society did not endorse Team THS. Some indicated that any outstanding concerns should have been raised with the Board. There was time to remedy the situation, but Team THS was not aware there were any residual concerns. James noted that emails sent to the President and Past President up to and including May 20 raised these concerns. It was suggested that, as THS by-laws are silent on slates and how they should conduct themselves, it s appropriate to deal with this matter on a strictly go-forward basis. The matter should be referred to the Governance Committee to recommend by-law changes ahead of the next AGM. THS Special Board Meeting Minutes July 7, 2015 2 of 5
It was noted that this motion sets a bad precedent. Any subjective election materials could be declared a misrepresentation and used to remove a Director. David Bronskill asked that the motion be withdrawn, as it is a terrible way to begin the first session of a new Board. 2.1 THAT there be a finding that materials both electronic and printed that were distributed by Team THS for the 2015 THS election did not contain the truth, the whole truth and nothing but the truth, but contain one or more of the following: misrepresentation, erroneous information, falsehoods or omission of facts. Moved: James LaPlante Seconded: Gillian Armstrong Carried. A recorded vote was requested. Voting in favour of the motion: Gillian Armstrong, Elizabeth Cabral, Diane Devenyi, James LaPlante, Cathy Kinloch, Dominique Rouselle, Monika Sudds and Keren Troyna Voting against the motion: David Bronskill, Lisa Gibbens, Carol Hroncek, Bronwen Morgan and Diana Pizzola. Absent: Collette Miller After the motion, some expressed concerns that this kind of political discussion takes time away from the Board s actual purpose of helping animals. A request was made to resolve the issue of Director qualifications immediately and focus on the animals and the shelter. 2.2 THAT all 15 Directors were validly elected in compliance with the by-laws and that they shall serve out their terms unless circumstances change or they resign. Moved: David Bronskill Seconded: Diana Pizzola David Bronskill offered to withdraw his motion if every Director would agree that there will be no motion to remove Carol Hroncek from the Board. Gillian Armstrong offered a counter motion instead. 2.3 THAT Carol Hroncek is not qualified to continue as a Director and shall cease to be a Director, as she was elected by means of misrepresentation, erroneous information, falsehoods or omission of fact, under section five of THS by-laws. Moved: Gillian Armstrong Seconded: Monika Sudds Defeated. A recorded vote was requested. Voting in favour of the motion: Gillian Armstrong, Elizabeth Cabral, Diane Devenyi, James LaPlante, Colette Miller, Dominique Rouselle and Keren Troyna Voting against the motion: David Bronskill, Lisa Gibbens, Carol Hroncek, Cathy Kinloch, Bronwen Morgan, Diana Pizzola and Monika Sudds. THS Special Board Meeting Minutes July 7, 2015 3 of 5
3. Barn Cat Program THS had an informal barn cat program for several years before developing a formal Barn Cat Policy in 2014-15. In response to concerns raised by members at the 2015 AGM, the Board discussed pursuing an independent fact-finding project into how the barn program operated from 2012 to 2014. The intent of the fact-finding program is to help THS focus on what actually occurred, by analyzing facts and data, rather than finding fault with individuals. The Board believes that staff and volunteers, in the absence of a specific policy, acted in good faith to find viable solutions for the cats at the time of the placements. The purposes of the fact-finding project would be to ensure positive outcomes for the cats in the program (past and future); learn from prior experiences (including assessment and recordkeeping activities); and achieve closure on concerns raised about the informal program at the 2015 AGM. An independent individual with expertise in collecting and analysing information (for example, a lawyer/articling student) could be retained to work with THS staff and volunteers. The fact-finder would need to be neutral (and be perceived as neutral), and would create a report outlining details on the cats in the program and their placement locations, an assessment of the care and food provided at each site, and a summary of prior trapping efforts. To encourage open sharing of information and put an end to attempts to blame individuals, staff and volunteers would not be identified and no action would be pursued against them (unless wilful intent to harm an animal could be proven). The Board agreed to think further on the fact-finding and provide constructive feedback, for discussion at a future meeting. Assessing the current state of the cats in the program was also discussed, and that it would require a different skill set (e.g. veterinarian) and series of actions from the fact-finding program. While some analysis can be done visually (status of the environment, general health of any visible cats), a complete analysis would require trapping each cat, bringing them to THS and anesthetizing them for a proper veterinary assessment. As the cats are on private property, THS would require permission from the property-owners to trap them. And as the barns are home to many more cats than those placed through the THS, the issue of cat ownership also presents a challenge. Some cats are microchipped, some aren t; some cats have been TNR d, some haven t. THS would also need to develop an appropriate process for assessing the cats and anticipate outcomes for animals unsuited to remaining in a barn placement (e.g. ferals with health problems). This may have impacts on other areas of the shelter and stakeholders (e.g. intake wait lists or foster homes). THS Special Board Meeting Minutes July 7, 2015 4 of 5
4. Adjournment 4.1 THAT the meeting be adjourned at 9:55pm. Moved: Monika Sudds Seconded: Carol Hroncek Carried. Diane Devenyi, Chair Lisa Gibbens, Secretary Date Date THS Special Board Meeting Minutes July 7, 2015 5 of 5