Capital Pride Festival / La fiert dans la capital

Board of Directors Special Meeting

Tuesday, June 17, 2014
Pink Triangle Services, 331 Cooper Street, Suite 200, Ottawa, ON

The mission of the Capital Pride Committee is to present and entertaining, professional Pride
Festival which will perpetuate the spirit of pride in our communitys identity and provide a
positive economic impact to the Ottawa-Gatineau region through tourism.

Present: Jodie McNamara, Rob Swartz, Daryle Gardipy, Ashley Blackwood, Andrea Guibault,
Hannah Watt, Stephanie Lavergne, and Luke Smith

Meeting called to order at 4:37pm

1) Approval of the Agenda

Motion to approve agenda
Moved:HW, Seconded: AG
Carried on consensus

2) Treasurers Report
A) Removal of Board Member
! This motion was prepared by DG, Treasurer of Capital Pride, and not JM, the
Chair of Capital Pride
! The Motion was put forward to the Board as several portfolios that LS was
responsible for, as the Director of Communications, were handled in an
unprofessional manner, contractors hired by the Board refused to work with him,
and the failure to provide three (3) quotes for an RFP to contract a printer
! The motion was read in its entirety by DG




Whereas, The Director of Communications was given a Directive from the Chair of
Capital Pride to vet all out going communication that deals with the 2014 Capital Pride
Festival. This Directive was a result of the Director of Communication issuing responses
through social media that were not done in a professional manner and reflected poorly
on Capital Pride.

Whereas, The Director of Communication lost a portion of his portfolio as the contractors
that were hired to complete projects under this portfolio could not work with him.

Whereas, Capital Pride received correspondence from community members and
community partners who had issues with the Director of Communications lack of
professionalism and how he represented Capital Pride.

Whereas, After being requested to do so by the Finance Committee, the Director of
Communications failed to provide the required three quotes for an RFP to contract a
printer for the 2014 festival.

Whereas, The above incidents show that the Director of Communications has met one of
the criteria of that calls for a vacation of office; specifically, Section 4.06 (b) of the Capital
Pride Bylaws state if an order is made declaring him or her to be!incapable of
managing her or his affairs as a criteria to remove a Director from office.

Whereas, A special meeting for the purpose of removing an officer can be called at a
moments notice and is not subject to the required two-day notice period:
5.04 Removal of officers
!a special meeting of the board called for such purpose upon the giving of
written notice as specified in paragraph 4.08 of this by-law [Calling of
meetings]!The provisions of said paragraph 4.08 permitting the holding of
meetings of the board without notice shall not apply to a meeting at which an
officer is or is proposed to be removed pursuant to this paragraph.

Be it resolved that , The Board of Capital Pride enact Section 4.06 (b) of the Capital Pride
Bylaws and remove Luke Smith from the office of Vice-Chair and Director of
Communications.

Be it further resolved that , The Board of Capital Pride enact Section 5.04 of the Capital
Pride Bylaws and remove Luke Smith as an officer from the Capital Pride Board of
Directors.

Be it further resolved that , All the current portfolios of the Vice-Chair and Director of
Communications be immediately transferred to the Chair for the interim period while the
portfolios are transferred to other officers for the remainder of the fiscal year or until a
replacement for the office of Vice-Chair and Director of Communications is found.

Moved: DG, Seconded: RS
Carried on consensus

! An amendment was requested to be added to the motion which was in relation a
a confidentiality breach from LS
! The amendment is follows;

Whereas, The Director of Communications signed an Oath of Confidentiality, and has
breached this Oath on three separate occasions (available upon request)

Motion to approve motion as amended
Moved: DG, Seconded: RS
Carried on consensus

! LS read the motion to the Board
! LS defended his actions that are outlined in the motion, stating that he had a
good relationship with sponsors, and community partners. He also pointed out
that he has spent hundreds of hours on creating programming for the festival. LS
also explained why he breached the Confidentiality Agreement.
! LS indicated that he sent a Resignation Letter to RS the day before this meeting.
RS did receive a Resignation Letter from LS, but it was unclear as there was
conflicting information in the Resignation over Resigning as an Officer of the
Board, but remaining on as a Director of the Board
! LS pointed out that the by-law cited in the motion doesnt provide for the removal
of a director, but only for the removal of a director from office.
! LS thus requested that the following points be struck from the motion as they do
not follow Roberts Rules of Order or the Capital Pride By Laws:

Be it resolved that, The Board of Capital Pride enact Section 4.06 (b) of the Capital Pride
Bylaws and remove Luke Smith from the office of Vice-Chair and Director of Communications.

Be it further resolved that , The Board of Capital Pride enact Section 5.04 of the Capital Pride
Bylaws and remove Luke Smith as an officer from the Capital Pride Board of Directors.

! An amendment was requested by DG to read;

Whereas, LS has resigned as an Officer of the Board of Capital Pride. Recognizing that
the by-laws (and thus the motion) do not provide for the removal of a director, LS will
remain as such. All of the duties, and portfolios related to the position held with Capital
Pride will be removed. The email access for LS will remain suspended due to the
Confidentiality Breach.









Motion to approve as amended
Moved: DG, Seconded: HW
Carried on consensus

Motion to conduct secret ballot vote
Moved: LS

Motion to accept amended motion
Yes - (6), No - (1), Abstention - (0)

Motion to destroy ballots
Moved: RS

! The list of portfolios that previously were handled by LS were reviewed by
the Board

3) Adjournment

Motion to adjourn
Moved: AG, Seconded: HW
Carried on consensus

! Adjourned at 5:01pm