Agenda of the Tahltan Central Government Board of Directors
Date: August 09, 2023 @ 6:00 PM Location: Online Video Conference
VIDEO:
https://us06web.zoom.us/j/4712323126?pwd=THF2Q2ozM0s1a mZwdVB2UEcyMFZwQT09
PHONE: +1 855 703 8985
Call - in details:
Meeting ID: 471 232 3126
Passcode: 376172
Chairperson: Michael Shaker, CFO
Minutes to be taken by: Victoria McLean, Executive & HR Assistant
Meeting Documents and location: TCG Email
A GENDA ITEMS
1. Call to Order: [Time]
2. Opening Prayer:
3. Attendees for Quorum:
4. Adoption of Agenda
1. Motion to approve agenda [as is or with update of new/old business]
5. Conflict of Interest Declaration:
6. Old Business & carried forward items from previous meetings:
1. Motion to approve previous minutes [approval as is or as corrected]
i. June 14th, 2023. (Secretary-Treasurer)
7. Update from Committees:
1. Executive Committee
2. Governance Committee
i. Governance Training & Strategic Planning Session
ii. International Travel Policy (outstanding)
iii. Organizational Review (outstanding)
iv. Election Policy (to be developed)
v. Members’ Resolution Policy (to be developed)
3. Finance Committee
i. Work Plan/Budgets
4. Human Resources Committee
8. New Business:
a) AGA 2024 Date Change based on Chinook Salmon issues raised (Chad)
b) AME Roundup 2024 Plans Discussions (Chad)
c) Board Member Attendance Issues (Chad/Tyson)
d) 3rd Party Recommendations Report (Resolution)
e) THT Discussion – Process for Adding/Replacing Trustees (Sandra/Chad/Tyson)
f) Wildlife Department & Negotiation Updates (Chad)
g) Guide Outfitters Agreements + Resolution (Tyson/Alex/Lance)
h) Northway Purchase Update (Alex)
i) Tahltan Industry Working Group Next Steps & Updated TORs (Tyson)
j) Legal Negotiations Update (Tyson)
k) President’s Vehicle Possible Replacement (Discussion)
l) Discussion Re Family Meeting Notice Requirement (Chad)
m) Discussion Re Business Registry Policy Implementation Update (Colleen/Mindy/Tyson)
9. For Discussion & Information Purposes:
i. Plan for Leadership Meeting Set for October.
ii. COI Contracts Inventory
iii. Draft Letter to Skeena re Earthworks Contract 10.
Tahltan Central Government Board of Directors Meeting Minutes August 9th, 2023
9 August 2023
Tahltan Central Government Board Members Present: Meeting is in Zoom and Conference Call
Attendance: (In Person) (Electronically) (Not Present)
Present [joined around 6:35pm]
Signed off early
[joined around 6:50pm]
1. President – Chad Day Present 2. Vice President – Heather Hawkins12. Thudga Family Rep – Clarence Quock
13. Quock Family Rep – Richard Jackson
TCG Staff:
Chief Administrative Officer – John Thomas
Chief Financial Officer – Michael Shaker
Legal Council – Tyson Lamarsh
Executive Assistant – Victoria McLean
Not Present
Not Present
Present
Present
Present
Present
Meeting Called to order at 6:07pm
4. Adoption of Agenda
Agreed to add to the next board meeting: June 14 minutes there are a couple of items that were tabled to this meeting: 2022 AGA Resolutions, 2023 AGA Resolutions, Board correspondence, and May 15th Meeting minutes.
Agenda Moved by Director William Brown and Seconded by Secretary Treasurer Sandra Marion
Approved by all those present and voting.
5. Conflict of Interest Declarations
Directors have an opportunity to declare conflicts of interest based on the adopted items on the agenda for the meeting.
David Rattray – Tahltan Heritage Trust
Chad Day – Guide Outfitter resolution
***Action item: Need to define family interest for the board in the COI of the Governance Manual. [Governance Committee]
6. Old business & carried forward items from previous meetings
1. Motion to approve previous minutes [approval as is or as corrected]
i. June 14th, 2023 (Secretary-Treasurer)
Edit noted: Generalize the wording under Governance Committee for the strategic planning.
Director Curtis Rattray moves to accept June 14th minutes as amended seconded by Director William Brown.
Motion passes.
7. Update from Committees
1. Executive Committee
2. Governance Committee
i. Governance Training & Strategic Planning Session
• Looking to allocate dates and a location for Governance Training
o Dates of availability have been collected and the idea is to have the training done virtually.
• Mediation dates
o August 23rd, 2023 has been agreed on. VP and ST will reach out to the Mediator.
• Strategic Planning dates
o Proposed dates between October 26-28
o Whitehorse Location
ii. International Travel Policy (outstanding)
iii. Organizational Review (outstanding)
iv. Election Policy (to be developed)
v. Members’ Resolution Policy (to be developed)
8. New Business
a) Resolution Re 2024 AGA Dates
Resolution to table this item until the next board meeting and in the meantime do a survey with the membership for the changing of dates of AGA 2024 to July 13 14 and 15
Director Curtis Rattray moves and seconded by Director William Brown Approved by all those present and voting.
b) AME Roundup 2024 Plans Discussions (Chad)
Notes:
- Have industry info given to board members ahead of time to have informed discussion at AME
- Encourage more leadership to be present for all days.
• Speak about this at the next leadership meeting and remind IBC and TBC in January
- Have a Tahltan mixer without industry.
- Potentially have Tahltan Dancers attend and perform.
c) Guide Outfitters Agreements + Resolution (President/Tourism/Legal)
Resolution re Thud Ga Family Representative Meeting Absences
Discussion moved to moved to in camera
AUGUST 9, 2023
WHEREAS:
(a) The Tahltan Central Government (the “TCG”) is the representative governing entity of the Tahltan Nation;
(b) It has come to the Board’s attention that the Thud Ga Family Representative has missed a series of TCG Board meetings in a manner that is not in compliance with the TCG Governance Manual.
(c) The TCG’s President has sent a letter dated August 4th, 2023 to the Thud Ga Family Representative requesting his attendance at TCG Board meetings and offering support to resolve any issues that may be preventing his attendance (the “Initial Letter”).
(d) The proper functioning of the Board, and by extension the TCG, depends on Directors fulfilling their responsibilities, including attending Board meetings as required pursuant to Article 11 of the TCG’s Directors Code of Conduct.
(e) The Board has been presented with an overview of the legal requirements and TCG policies applicable to Directors in respect of Board meeting attendance, and the accountability processes that can be utilized in this context.
(f) Among the options presented to the Board, Bylaw V(g) states that if the Board considers that a Director who is a Family Representative has conducted themselves improperly and is likely to endanger the purposes of the Central Government or has missed three consecutive meetings without a reasonable excuse, the Directors may send a letter describing this issue to the respective family members that nominated that Family Representative (the “Letter to the Thud Ga Family”).
(g) The Board believes that it is in the best interest of the TCG to send the Letter to the Thud Ga Family as an incremental next step to support resolution of this matter, if the Thud Ga Family Representative has not responded to the Initial Letter by August 14, 2023.
THEREFORE BE IT RESOLVED THAT:
I. if the Thud Ga Family Representative has not responded to the Initial Letter by August 14, 2023, the Executive Committee be authorized and directed to send the Letter to the Thud Ga Family in respect of the Thud Ga Family Representative’s absences from TCG Board meetings; and
II. the senior managers and other representatives of the TCG are hereby authorized to do all such acts and things and execute and deliver all such other documents as any such officer or other representative may consider necessary or desirable to carry out the intent of this resolution.
Approved by all those present and voting.
d) 3rd Party Recommendations Report (Resolution)
Resolution: Curiositas 3rd Party Board Investigation Report
WHEREAS the TCG Board has been provided with an Investigation Report prepared by Curiositas Consulting dated July 4, 2023, and has been presented with the findings of that report (the “Investigation Report”), including recommendation in respect of the findings (the “Recommendations”); and
WHEREAS the Board wishes to direct and authorize the Recommendations be implemented.
THEREFORE, BE IT RESOLVED THAT:
I. The Board has received and reviewed the findings of the Investigation Report; and
II. The Board authorizes and directs that the Recommendations set out in the Investigation Report be implemented, including by arranging a mediation with Curiositas Consulting at such dates and times as me be determined in collaboration with the related parties; and
III. The senior managers of the TCG are hereby authorized to do all such acts and things and execute and deliver all such other documents as any such senior manager may consider necessary or desirable to carry out the intent of these resolution.
Approved by all those present and voting.
Legal Opinion re President’s Role
I. Therefore, be it resolved that the Board directs and authorizes that a labor and employment lawyer be engaged to provide a legal opinion regarding the nature of the role of the TCG President, with particular consideration of the implications of the role being carried out under an employment contract as compared to a services agreement or other arrangement.
II. The senior managers of the TCG are hereby authorized to do all such acts and things and execute and deliver all such other documents as any such senior manager may consider necessary or desirable to carry out the intent of these resolution.
Moved by Director Kim Marion and seconded by Director Curtis Rattray
Approved by all those present and voting.
e) THT Discussion – Process for Adding/Replacing Trustees (Sandra/Chad/Tyson)
• President will draft up a process and bring it back to the board in an official resolution.
Next Board Meeting: TBD
Curtis Rattray moves to adjourn the meeting and table the rest of the agenda items to the next board meeting,
Meeting adjourned at 11:07pm