October 05

AIDS Vancouver Island
Board of Directors Meeting Minutes
October 17, 2005

Present: Patrick Corrigan, Denise Skipp, Marilyn Callahan, Fred Hughes, Ray Coombs, Jim Farrow, David Desmarais, Foster Jones, Stephen Young, Miki Hansen (ex officio).

By Phone: John Boraas, Debi Brown

Absent: Bert Hick

Guests: Dean Strongitharm, Bob Milne, Brian Ritchie, Kathy Stinson and Andrew Benson

Call To Order: Patrick

· Patrick introduced Dean, Bob, Brian, Kathy and Andrew
· As this meeting only has one agenda item – the decision of whether or not to buy the property on Johnson Street – Patrick asked Jim, as Chair of the Building Committee, to lead the discussion.

COMMITTEES

Building Committee Report: Jim

· Jim gave a short synopsis of the Building Committee’s activities to date, and gave as the aim of this meeting the approval of two motions: to purchase the building and approval of the Memorandum of Agreement between AVI and Cool Aid.
· Discussion followed, with many Board Members asking questions, which Jim, Miki and the guests attempted to address.
· At the end of the discussion, the guests excused themselves and the Board continued to deliberate.
· A motion to ask Jim to abstain from voting, as he is an employee of Cool Aid, was suggested.
· Jim asked Patrick to read the Decisions Required section of the Briefing Note: 713/715 Johnson St. Building Partnership and the Proposed Resolutions for Joint Venture With Victoria Cool Aid Society For Purchase and Development of 713/715 Johnson Street, previously distributed to the Board
· Patrick read – from the Briefing Note:

o Decisions Required:
1. The joint purchase of 713/715 Johnson Street by AVI and VCAS, which will entail the Societies entering into a joint mortgage agreement through VanCity in the amount of $800,000.
2. A Memorandum of Understanding for how VCAS and AVI will work together with respect to the joint purchase of 713/715 Johnson Street

And – from the Proposed Resolutions:
o Be It Resolved:
1. That AVI sign the Memorandum of Agreement with Victoria Cool Aid Society in Substantially the form presented to the Directors with such minor amendments and alterations as may be recommended by counsel and approved by the Executive Director;
2. That AVI purchase an undivided one-half interest in 713/715 Johnson Street, Victoria, BC and manage and develop the property on the terms set out in the Memorandum of Agreement.
3. That AVI borrow, jointly with Victoria Cool AID Society, up to $800,000 from Vancouver City Savings Credit Union on such terms as may be approved by the Executive Director, to finance the purchase of 713/715 Johnson Street, Victoria, BC and grant a mortgage and assignment of rents over the property as security of the loan.

Motions

Motion to ask Jim to abstain from Voting moved by David, seconded by Jim, defeated 8 to 2, with one abstention.

Motion to accept “Decisions Required” and “Proposed Resolutions” as read and to proceed with the purchase of 713/715 Johnson Street moved by Patrick, seconded by Ray, Passed 8 to 1, with two abstentions.

Motion to adjourn by Ray, seconded by Patrick, approved by all.