Minutes: August 29th Meeting

Board Meeting:    6:30 – 8:30 PM
Meeting Chair:    Katherine Bitzer
Recording Secretary:     Barb Hill         

Attendees: 
Board: Katherine Bitzer,Ginger Comission, Rev Tiina,  John Fraser, Lynne Green, Barb Hill, Jane Maass, Lynn Oliver, Peter Oliver
Guest: Graham Brown, Chair, Steering Committee
 
Opening Prayer provided by Katherine; Graham Brown was welcomed to the meeting.

MOTION to Approve Minutes of Aug 1, 2017
Moved By:        Peter Oliver
Seconded By:    Jane Maass
Motion Carried

MOTION to Approve Agenda for August 28, 2017
Moved By:        Ginger Comission
Seconded By:    Lynne Green
Motion Carried
        
Steering Committee Presentation    Graham Brown brought forward two resolutions for Board approval.  The first motion indicates we have completed our due diligence process, and approve the Lease and fixture list to authorize Trustees to waive conditions.

The second Motion deals with the use of proceeds of sale indicates we will be compliant with Presbytery requirements and a separate fund would be established by the Trustees. The management of these funds will be done by the Legacy & Investment Committee.

Graham stepped us through the basic tenets of the Lease Agreement (up to Aug 31, 2018 at $1 per month). Schedule A also identifies insurance responsibilities between the Lessor and Lessee which requires consultation with our Insurance provider.  We reviewed the Fixtures as per Schedule B; two minor amendments were noted:  ‘Time capsules (pluralized) as there is uncertainty about a second time capsule; and to the “Sanctuary wood” item add “and cross”.

Resolution #1

(1) Resolution of the Board of Trinity United Church, Kitchener, Ontario at the meeting of August 29, 2017.

Whereas the Board, after receiving strong majority support from the Congregation of Trinity United Church, Kitchener, Ontario and approval of the Waterloo Presbytery to sell the Church Property, instructed the Trustees of Trinity United Church, Kitchener, Ontario (“the Trustees”) to offer the Church Property for sale to IN8 Developments Inc. of Toronto (“IN8”), and the offer of sale with minor amendments was accepted by IN8, and

Whereas the offer of sale was subject to the following conditions to be met by the Board, namely, (1) Congregational approval, (2) Presbytery approval, (3) negotiation of a satisfactory lease of the Church Property from IN8, and (4) submission of a list of fixtures to be retained or otherwise disposed of by the Board, and

Whereas the Board has met the conditions (1) and (2) and has reviewed the proposed lease with IN8 and the proposed list of fixtures to be submitted to IN8, it is hereby resolved that,

  1. The proposed lease is approved;
  2. The proposed list of fixtures to be retained or otherwise disposed is approved;
  3. Any two members of the Steering Committee of Graham Brown, John Fraser and Dave Rutherford may negotiate and approve on behalf of the Board minor amendments to the lease in the event that IN8 proposes same and amendments to the list of fixtures;
  4. The Trustees are directed to execute the lease as is or as may be amended by the Steering Committee unless such amendment is reasonably deemed by the Trustees to be materially different from the lease approved by the Board;
  5. The Board’s conditions of sale (1) through (4) have been met;
  6. The Trustees are directed upon executing the list to direct our legal counsel, Gowlings WLG, to inform IN8 that the Board’s conditions of sale have been met;

Moved by Lynn O
Seconded by Ginger C
Motion Carried

Resolution #2

(2) Resolution with respect to the proceeds of the sale of the Church Property

Whereas the Church Property is subject to an Agreement of Purchase and Sale with IN8 Developments Inc. of Toronto for $3.5 million, and;

Whereas the Board has been informed by the Waterloo Presbytery that the funds may be held by the Trustees of Trinity United Church, Kitchener, Ontario for the benefit of the Congregation as long as the Congregation continues to exist as a congregation of the United Church of Canada, and

Whereas the policy of the Waterloo Presbytery regarding the proceeds from a sale of Church Property require 80% to be invested by the Trustees in a prudent manner and that investment income may be allocated for congregational operating use unless otherwise agreed by the Waterloo Presbytery, it is hereby resolved that

  1. In keeping with the terms of the Waterloo Presbytery Property Legacy Policy, the proceeds from the sale of the Church property shall be placed in a trust to be managed by the Trustees of Trinity United Church, with up to 20% being available for United Church-related ministry at the discretion of the congregation and 80% being invested with the income available for United-Church-related ministry;
  2. Approval of the Presbytery will be required to use the principal; and
  3. Trinity United Church is to work in collaboration with Waterloo Presbytery to create a plan for the long-term use of financial resources from the sale of the Church property.

Moved by Jane M
Seconded by Pete O
Motion Carried

ACTION: Conversation with Insurance broker on insurance for tenant coverage at St. Matthews and shifting some of the 74 Frederick St coverage to the purchaser.  Jane Maass will speak to Don Wales. (This has been done).

ACTION: Graham will notify the purchaser that the resolutions passed; Barb will notify Presbytery (Paul Miller). 

Treasurer's Report John Fraser reported:

  • We have $95k in the bank and continue to experience a steady decline in PAR continues (life changes, transfers etc..). It is unlikely we will meet our revenue target.
  • We deferred two inspections: Fire Inspection (Richardsons) $700; Boiler $2k
  • When are we prepared to make these two decisions? The Board deferred until there is more clarity on timeline for relocation.  
  • Apparently IN8 Environmental soil work is still in progress; the engineers told the office they were going to close the parking lot and dig again next week.

ACTION: Dorothy to scan and share reports; Dorothy & Robert need to be sure they communicate with Graham, Katherine when information is delivered to the office. 

Updates 
Interim Ministry

Lynne Green reported on the first meeting of the Transition Team Mon Aug 28, members include:  Janet Howitt, Jennifer Spaulding, Ian Rutherford.  Barbara Bitzer is Ministry Team Liaison and Lynne Green is the Board Liaison.

Church Assets/Memorial Gifts

Jane Maass reported that Trustees have been assigned to specific tasks such as stained glass windows, the organ and memorial gifts. The steps for memorials, and all chattels are:

  •  “do we want it/need it? Do we need to store it.
  •  If not, “does the family want it”? If yes, then who pays de-installation costs etc.?

Trustees are designating interest groups to deal with the decisions and movement of their ‘own stuff’ and what may need to be packed to move or packed to store.

The Board needs to decide on “disposal” i.e. Lottery, SALE, etc.

St. Matthews

  • Katherine reported on a meeting earlier today about the lease agreement at St. Matthews with Paul Kalbfliesch and Jim Wilgar attended. Jim has agreed to support the process of defining the memorandum of understanding (MOU).
  • The MOU needs a Start Date; a key question is whether contractors can start work without an agreement in place? What are the Insurance considerations?
  • An RFP process is in progress for the phone, electrical and technical work done; three quotes are required.  The RFP should be released Tuesday (Sept 5) and target submission date of Sept 15th with a decision on vendors by month end. Decisions based on both cost and ability to meet our timelines.
  • In the meantime there are many other things than can be and should be done:
    • Get Painting Quotes
    • Assess and solve storage, filing, cabinet requirements – identify needs and solutions.
    • Replace and fully resource chapel light bulbs in existing antique fixtures before making decisions on extra lighting? (has St. Matthews officially committed to do this?).
    • Final decision from St. Matthews on the existing chapel organ; is it being removed? (It inhibits usability of the limited space available)
  • Brief discussion on being compassionate and sensitive to the congregational change process at St. Matthews as they prepare to accept a new tenant in their space.
  • What capacity does Trinity lay staff have to support some of the planning process?

Action: Barb to follow up with Dorothy on her capacity to assist with some quotes.  Barb will send RFP to Peter as an FYI to assist with dialogue at Ministry Team. < Secretary’s Note:  New Relocation Project Leader chose an alternative approach to the RFP process>

Congregational Retreat (Sept 23) Courageous Conversations workshop with Betty Pries.

Katherine is looking for planning support for this day… Invitation to congregation, hospitality etc.

ACTION: Ginger will work on a venue and organizing the day.
<Secretary’s Note: Date been moved to October 28, 2017> 

Timeline:  

Worship Team schedule & Fall Bookings summarized and Nov 19th is the new target move date, pending readiness of the space.

  • Nov 12 Remembrance Day Service will be at Trinity; 
  • Nov 19 starts a 3- part series of transition services. On that day the service is physically split with a walk to St. Matthews.
  • The following service Nov 26 is the first full service in St. Matthews chapel.  Dec 3 is start of Advent so full advent season would be new space.

There was agreement on ending outside rentals at Trinity at end of November.
The board was generally in agreement with Nov 19th, pending contractors meeting deadlines. 

Minister's Report:  Rev. Tiina Côté reported on Ministry team Initiatives. 

  • No one was prepared to lead church school; in consultation with parents there has been active planning for Trinity kids to join with St. Matthews church school and we need chaperones / shepherds required to escort kids back to Trinity.
  • Part Time Family ministry role still a work in progress; not likely anything in place until January. St. Matthews is still trying to staff 1.5 ministry positions; they are hoping to have a F/T minister in October.
  • Sharing youth / family activities with St. Matthews - something is being offered every other week with movie nights, youth group and messy church.
  • St. Matthews is hosting a Community BQ on Sept 17; all are welcome.
  • Rev. Tiina has been organizing her reference binders and notes for her departure from Trinity.

The board asked Rev. Tiina about a "transition list" of conversations that are in process and any items that we need to be aware of to minimize the risk of items falling between the cracks when she departs.

ACTION:  Rev Tiina to distribute her transition notes to Chair Katherine.
Noted that Gord’s 6 month review has been completed. 

Communications                 

  • Noted that specific Board-led conversation and communication required concerning choir needs being met at St. Matthews. 
  • Media–brief discussion on answering the media; The Record has been waiting for a story on the sale 
  • Board Bits has been drafted for this Friday’s eBlast.
  • E blasts will start to include more congregational communication. 
  • Other important messages:
    • Repeat article on “How we Decided On St. Matthews”
    • Trustees process for memorial gifts and chattels
    • HopeSprings Move to a new site (tbd); (letter received, waiting for invitation)

ACTION: Lynn O will help identify right approach for communication around choir concerns
In-Camera    

The meeting adjourned at 9:50PM
        
UPCOMING MEETINGS:
    September 19th    6pm - Joint Leadership
                7pm - Regular Board Meeting
    Lynn Oliver agreed to be the recording Secretary in Barb’s absence.