The Military Communications and Electronics Museum Foundation

1328-2 (Museum)

MEETING

BOARD OF DIRECTORS OF THE MILITARY C&E MUSEUM FOUNDATION HELD ATTHE MUSEUM THURSDAY 01 FEBRUARY 2007


Directors in attendance:

BGen GD Simpson (Ret’d) Chairman

Col J Catto (Ret’d)

Col G Coady (Ret’d)

Col C Rickett (Ret’d)

Col M MacLeod (Ret’d)

LCol L Tien (Ret’d)

CWO S Berthiaume

CWO W Fallows (Ret’d)

Mr. R James

Mr. P Trousdale

Unable to attend:

BGen D Banks (Ret’d)

BGen B Curley (Ret’d)

Col D Florence (Ret’d)

Col M Sywyk (Ret’d)

LCol R Wright (Ret’d)

HLCol D Hart

Maj G Thomson (Ret’d)

Mr. R Lindsey

In attendance:

BGen K O’Keefe (Ret’d)

Col M Girard

Col J Holsworth (Ret’d)

Col G Lackonick (Ret’d)

LCol S Bouffard

LCol A Charters (Ret’d)

Maj C Bostwick (Ret”d)

Maj M DeNoble

Maj C Penney (Ret’d)

Capt M Palmer (Ret”d)

CWO JM Voisine

• Welcome and Outgoing Chairman’s Report

The Chairman opened the meeting at 1020 hrs by thanking everyone for their attendance and especially those who traveled from a distance, Col John Catto from Toronto and all the members from Ottawa and area

He welcomed the new comers to the meeting and stated that Pep Fraser who was away at this time would be joining our fundraising group and would be working closely with Senator Day on Government funding initiatives. He introduced Col George Lackonick the new co-chairman of the Museum Committee and Colonel Commandant of the C&E Branch. The chairman introduced BGen Kevin O’Keefe and stated that the reason for this meeting was to appoint Kevin as the new Chairman of the Foundation. Kevin would be chairing the 2007 AGM later in the year

The Chairman outlined the present situation and list of pre handover comments as follows:

• Our Financial Position is quite comfortable into the next fiscal year and our short- term financial future is encouraging. We have proven fundraising activities that can be counted on to raise over $200K annually with assets over $0.5M in the bank. There are eight commercial proposals on the street with a potential to raise about $3.6 M over the next five years with 14 additional commercial targets defined with a planning group in place that should increase the number of local and other targets in the future. The foundation has established a strong business relationship with Bell Canada that is expected to yield inroads with other hi-tech companies.
• The Museum Committee has been established and is co-chaired by Col Martin Girard and Col George Lackonick. The Committee has produced a five - year business plan from which the Foundation is transitioning from a business plan to an operating plan that will structure and track our ability to meet the annual costs of the Museum Business Plan. The foundation is being structured in such a way that our fundraising activities will be properly managed and audited and this must be visible to our potential donors. We must be financially managed and audited by one central authority if we are to convince donors of our ability to absorb large donations.
• The museum is not yet seen as a national institution and in some ways not even provincial. To this send we have established a PR Marketing Group consisting of Museum and Foundation personnel that will serve to expand our visibility locally, regionally and nationally. Marketing material and approaches must include detail that will convince donors of our capabilities, legitimacy and our ability to manage and account for the large sums of money that we are requesting. We must look at the support that we get from the City as compared to other bases. We will have to accept the fact that we will probably have to spend money to make money.
• Now put all of the above in the context of our two largest programs, the Education Program and the Expansion program. Our proposal to the Child Foundation sent in Jun 06 has been misplaced by the Child Foundation and they have requested that we resubmit the proposal and that was done using a courier on 12 Feb 07. Notwithstanding the delay we must now look at our submission with a view to developing a more mature package to include a DVD, and more emphasis on financial management and our internal audit capability. This revised submission should be presented to the Weston and Jackman Foundation, local industry and Telus once we get a reply from the Child Foundation.

• Our approach to the Banking community needs to be reviewed with respect to developing a personal relationship with principals over lunch with a DVD and updated brochures.

- The Expansion and Upgrade Program is a more positive story. Bell senior executives will be approached in mid February to consider briefings on a possible funding proposal.

• So much for the present lets look out ten years to 2017 to where the Museum and The Foundation might be at that time. By 2017 The Museum will already have successfully completed its expansion program but because of the C&E Branch Commitments around the World the museum will need a further expansion at a cost of twice the first expansion. The Endowment Fund has now reached its $3M objective but in light of increased costs of salaries for staff, no Base/public fund support, the Fund is capable of carrying only half the operating costs. The ten-year $1M Education Fund has run dry and there is no support from the Province or the City of Kingston. Gentlemen this is a hypothetical scenario however we must be aware of and try to project into the future. Thank you

a. Financial Overview and Investment Policy – Lloyd Tien presented a financial overview (copy enclosed) and explained several items in the statement. He noted that the Foundation FY ends on 28 Feb so the YTD numbers are for 11 months. He stated that the budgetary estimates are based on historical data combined with other available information; he then went on to explain some of the deviations between the YTD and the budgetary figures. Receipted donations are higher this year because several donors (including Bell) have come forward with substantial gifts. Memorial donations have increased because the Obituaries of several deceased “friends” have mentioned the Museum as a recipient of gifts in lieu of flowers. He highlighted the success of the Branch leaders in promoting the P070 pay allotments by Regular Force members – over 1450 members made contributions in 2006 - and he noted that the projected 07/08 revenue from P070 could easily be exceeded. He explained some of the expenses and emphasized that the budgetary numbers for Museum support reflect the operating budget presented in the Museum’s Business Plan (approved in Oct 06).

Lloyd went on to introduce the Foundation’s draft Investment Policy that had been forwarded to all Directors in advance of the meeting. He emphasized the need for a more formal Policy because of recent growth in the Endowment Fund assets. He explained that, as a result of feedback, some minor adjustments were made and that the final version of the Policy (copy enclosed) includes those changes. There being no further comments from the attendees, Lloyd moved that the Investment Policy be approved as amended. This was seconded by John Catto and agreed by all – motion carried.

( Secretarial note – subsequent to the meeting, an observation was made that the retention of an outside advisor to operate and manage our investment funds should not be optional, as suggested on page 2 of the policy. It is emphasized that, in fact, the Endowment Fund has been managed since inception by advisors at CIBC Wood Gundy with oversight by the Finance Committee.)

b. Foundation Restructuring Plan and Confirmation of New Directors – Mel MacLeod presented a new structure for the Foundation (copy enclosed). He explained the structure and emphasized that it was not hierarchical but a functional structure with the committees reporting to the Board as required. Chairman made a motion that the structure as presented be adopted by the Board. Seconded by Gerry Coady, all agreed, motion carried.

c. Foundation Operating Plan – Jim Holsworth explained the Operating Plan using a power point presentation. He outlined the Foundation Objectives, Supporting Activities and explained who were the Museum Stakeholders. Copies of the Operating Plan were distributed (copy enclosed) and Jim requested that comments be forwarded to him.

d. Museum Communications and Public Relations Plan – Mitch Palmer explained the Plan (copy enclosed). He explained the structure of the sub committee consisting of both Foundation and Museum Committee personnel. Copies of the plan were distributed and Mitch requested comments. Rodger James invited Mitch to attend the Military/Kingston Chamber of Commerce future meetings.

• Election of New Chairman

The chairman thanked Kevin O’Keefe for stepping forward and accepting the position as Chairman. He gave a brief history of Kevin’s background and made a motion that the Board accepts Kevin as the new Chairman, seconded by Lloyd Tien, all agreed, carried.

Mel MacLeod distributed a list of eight proposed new directors of the board (copy enclosed) and made a motion they be accepted, seconded John Catto, all agreed, carried.

• Review of Previous Minutes - The previous minutes were not reviewed.

• Any Other Business

Jim Holsworth presented a slide showing the outline for the VIP Tour and Luncheon of the Museum on 07 March 2007 (copy enclosed). Invitations were sent to Federal, Provincial and Community leaders as well as those leaders in the Educational, Financial and Banking centers of Kingston.

• Closing Remarks

The Chairman thanked all the members of the Board for their support over the past three years and he was given a rousing round of applause. The meeting adjourned at 1210 hrs

Enclosures: - 7 Unaudited Budgetary Update as of 31 Jan 07

Foundation Investment Policy

Foundation Restructuring Plan

Foundation New Directors

Foundation Operating Plan

Museum Communications and Public Relations Plan

VIP Tour and Luncheon 07 Mar 07

BGen GD Simpson (Ret’d) Maj CO Penney (Ret’d)

Chairman Executive Assistant