PREDA’s Governance Model Transitions in Motion

Transitions Evolution from government overseen to self- directed membership based organization

Clarification Needed: History: Of the 24+ member associations there were 18 identified as belonging to a management board Questions: How is a management board different from a Board of Directors? Articles of Association indicate PREDA has 18 directors elected at the AGM. Of the 18 members names listed with Alberta Registry only 6 were registered as Directors of PREDA. The other 12 were designated other. Referred to as the Executive Committee – these six persons held separate meetings outside of the Management board, passed motions, recorded minutes and approved the vast majority of the decisions that effected PREDA. Motions passed by the Executive Committee were not brought to the Management Board for approval. Thirteen emails showing PREDA Executive approving project findings. PREDA has been operating as 6 person board of directors by default. PREDA's Governance Model January 2014

1) Transitions in Motion Government Overseen Membership Ownership Executive Director for PREDA – no Government Office Resources (Senior Staff, overhead offices, telecommunications, printing, etc ..) Funding Directed Articles of Association - Public Service? Members appoint representatives to Management Board – When was this done? Government Advisory Only Staffing: Fee-for-Service Contracts All Operational Expenses Funding Requested Articles of Association – Private Non- Profit Members appoint representatives, representatives elect Board of Directors. PREDA's Governance Model January 2014

2) Transitions in motion Changes to Articles of Association can only be approved through resolutions at an Annual General Meeting. Resolutions and updated list of Board of Directors are to be filed with Alberta Registry and Directors Insurance. Board of Directors hold meetings that are recorded (minutes taken), can pass/vote on motions that impact the organization. Executive Director is answerable to Board of Directors. Any member can attend a Board of Directors meeting but can not pass/vote on a motion. PREDA's Governance Model January 2014

3) Transitions in motion June 2012 PREDA AGM 6) Chair of Chairs: Motion – K. Delorey for a recorded vote on PREDA’s participation (yes or no) on the Chair of Chairs Committee that has been created by the AB Government Regional Development Branch. Vote: 20 = NO 0 = Yes Carried PREDA's Governance Model January 2014

4) Transitions in Motion June 2012 PREDA AGM 7. Articles of Association Discussion: E. Garrow - Due the changes in government funding and the loss of human resource support services from the government PREDA’s operational management has changed dramatically in the last two years. The Articles of Association and the Memorandum of Association that were originally submitted in October of 2000 were created based upon an operational model that no longer exists. As PREDA evolves into a self-sustaining initiative the above documents need to be reviewed to ensure they align with PREDA’s evolution. It is requested to the membership that these documents be reviewed in the upcoming year by the Executive with recommendations for changes brought forward at the next AGM. Approved PREDA's Governance Model January 2014

5) Transitions in Motion A) Alberta Registration Consultation June 2012 Outcome: 18 names have been submitted each year but only six names registered as Directors Minutes from AGM indicating Board of Directors required to update each year B) Directors Insurance Clarification July 2012 Outcome: Only registered Directors are insurable Minutes from AGM indicating Board of Directors required C) ATB Bank Consultation July 2012 Outcome: Only two registered signing authorities on-file Only registered Directors can be signing authorities Minutes from AGM indicating Board of Directors required Board Minutes showing motion to approve signing authorities required D) Revenue Canada – Changing Status August 2012 PREDA's Governance Model January 2014

6) Transitions in Motion September 2012 PREDA Executive Meeting 8.a) Industry Membership Fee structure – Approved 8.b) Closure of GAER – Announced closure as of December 2012. D. Dibbelt noted Grande Cache area could be invited to join PREDA. Also, D. Dibbelt will contact Alberta Government to clarify if funding allocated for GAER will be redirected? or discontinued? 8.c) PREDA Direction?– Board planning session – Planning session for all PREDA members will held on October 30, 2012. Member hosts will be MD of Smoky / Falher. PREDA's Governance Model January 2014

7) Transitions in Motion November 2012 PREDA Membership Meeting 5.6 REDA Chairs Meeting - PREDA has requested a Strategic Plan from the AB Government to help identify how REDA`s fit into the performance objectives of the department. PREDA is currently challenged with creating a self-sustainable model as of March 2014 while responding to amount of paperwork requested by the ``Dept`` to secure current operational funds. PREDA advocated to ``Dept.` senior management that paperwork requests are unrealistic given cut-back in man-power since transition from ``government housed`` to non-profit society. ``Dept`` senior management took feedback under advisement and will review paperwork demands placed on all REDA`s. PREDA's Governance Model January 2014

8) Transitions in Motion November 2012 PREDA Strategic Planning: a) Exit vs. Dissolve b) Possible Services c) Advocacy and Issues Previous Mission: Grow a vibrant economy that explores, promotes and facilitates new emerging opportunities, competitiveness and innovation. NEW Mission: “facilitates and advocates for sustainable and prosperous growth and partnerships among and on behalf of its members. PREDA's Governance Model January 2014

9) Transitions in Motion September 2013 Executive Meeting Difference between Management vs. Membership model of governance for PREDA needs to be clarified. As PREDA is no longer classified as “a public service body” under a branch of government the impact of this change needs to be clarified and appropriate paper work filed with Society registration and insurance company. Impact of Municipal Election: With upcoming municipal election there may be changes in designated representatives to PREDA. As per the Articles of Association, the organization is the member not the individual hence, after the municipal elections any current executive member has the opportunity to continue its term (2years) with a new designate. Current executive will be requested to notify PREDA after the municipal elections if they intend to not continue. Industry Membership (attraction) – A resolution to increase number of allowable members from 50 to 100 will be submitted for review at the AGM. Current Articles of Association already permit business members so no need to pass a resolution for this. PREDA's Governance Model January 2014

10) Transitions in Motion November 2013 PREDA AGM Articles of Association - Resolutions to be Filed January 2014 Highlights: Definition of PREDA region is expanded to Include Big Lakes Number of Industry members permitted increased to 100 BOD must be elected officials of member municipalities Membership elects BOD at AGM BOD is made of 6 elected members – 2 year terms Quorum is four members of the BOD PREDA's Governance Model January 2014

11) Transitions in Motion Next steps Jan – March 2014 Updated filings of Alberta Registry Directors Insurance Renewed Revenue Canada Consultation PREDA's Governance Model January 2014

12) Transitions in Motion Questions? PREDA's Governance Model January 2014