Tuesday, September 18, 2001

Date: Wednesday, October 17, 2001 Time: 6:30 pm to 9:30 pm Place: Haida-Way Motor Inn, Port McNeill, British Columbia

The North Island Tourism Initiative (NITI) included a business plan for the Vancouver Island North Visitors Associations. In order to implement the recommendations of the business plan the VINVA Constitution & Bylaws must be updated and amended to reflect this new direction.

Attached please find a copy of the proposed changes to the Constitution & Bylaws for the Association. All changes, additions or deletions are outlined for easy reference.

Additionally, please find a copy of the proposed new membership fees for the Association.

I look forward to seeing you at the Extra-Ordinary General Meeting and Annual General Meeting in Port McNeill on October 17, 2001.

Donna Gault

Chair

Tourism North Island Destination Management Organization Business Plan

Northern Vancouver Island is a unique and remarkable tourism destination that would greatly benefit from a professional, well-funded destination management organization that is managed by a representative Board of Directors and operated by professional, accountable staff.

The Vancouver Island Visitor’s Association (VINVA) has marketed Northern Vancouver Island (defined as the Regional District of Mt. Waddington and the communities of Sayward and Zeballos) as a tourism destination. This Business Plan recommends changes to the direction of VINVA to a destination management organization that will both market all member tourism products and services as well as actively promote the development and improvement of member tourism products and services.

The Vancouver Island tourism industry generates some $2.4 billion in revenues from some 10 million visitors annually. Based on accommodation revenues (Tourism B.C.) the North Island’s tourism revenues have grown by 52% in the five years ended 1999. While this region continues to build an international reputation for quality fishing, touring, First Nation artwork, sea kayaking, whale watching and other products, there is the potential to create a strong regional tourism industry.

This Business Plan presents a new Vision statement, mandate, and Mission statement that will direct and support a vital, accountable, member-led organization that has a long-term vision for strategic growth as a four-season tourist destination. The two-year goals for VINVA focus on securing funding, establishing an office with a Marketing Manager and support staff and implementing both a new marketing plan and product development initiatives. The five-year goals focus on increasing the operating budget and visitor traffic to the region overall and in the shoulder seasons while increasing the average visitor length of stay.

The new membership plan is based on increased membership rates, three membership "packages", providing more services to members and aggressively building the membership to 100 by Year 2 and to 130 by year five.

The Board of Directors for VINVA will be made up of representatives from the communities in the region, forestry, aquaculture, fishing, First Nations and local government. The main functions of the organization are marketing, product development (including promoting and supporting new products and services, attracting new investment and business, infrastructure, events, and training courses for members), communications (with members, the local communities, and key industry stakeholders), and membership. This work is supported through various advisory comities, as needed. The forecast total marketing impact (including all direct marketing expenditures and related staffing and overhead costs) will be $137,000 in year one and increasing to $197,000 in Year five.

The financial formula for VINVA is based on special project funding, sponsorship, fee-for-service, membership fees, and fundraising. Core function funding through tax revenues is highly recommended and would hopefully be in place by year three. Total revenue will projected to start at about $107,000 in year one and increase to about $148,000 by year five.

As the tourism industry impacts all residents and businesses in a region (through employment, direct and indirect revenue generation, and development of infrastructure that all residents can enjoy) communications and alliances are critically important. Alliances to be further developed include: local industry, other DMO’s, local government, and especially, Tourism NCI and Comox-Valley Tourism to the South. Communications will need to include media relations, being an effective liaison with the population for the region, relationship with industry and the other stakeholders and positioning the organization as a collaborative, industry leader.

Accountability for staff can be ensured through a number of recommended performance measurements. Accountability for the organization can be measured through the normal indicators of membership growth, financial performance, etc. as well as through a unique "conversion analysis" that tracks the revenues generated through the marketing activities of VINVA.

Northern Vancouver Island presents a rich mosaic of tourism opportunities and a tourism industry based on entrepreneurial spirit. The challenge for the stakeholders of VINVA is to maintain a focus on long-term vision, create strategic alliances that support that vision, educate the communities, and operate in a responsible fiscal manner.

The cost of membership and the member services currently offered by VINVA need to be reassessed to reflect additional services being offered (such as paid staff, enhanced marketing and web site, etc.) and to encourage greater membership in VINVA. The revised membership structure needs to be promoted within the region to actively enlist the support of local taxpayers and tourism industry members.

The following membership options are based on the formula being used in the Tourism NCI region to the South. Adopting a similar model to Tourism NCI is a strategic move to facilitate the potential of future amalgamation of memberships.

* Persons that work for less than six months of the year count as one-half a full time employee. Full member benefits and optional fee-for-service benefits are listed in Figure 4 below.

WHERE AS 2.0 (a) OF THE CONSTITUTION CURRENTLY READS:

To promote and develop tourism on Northern Vancouver Island and surrounding areas.

BE AMENDED TO READ:

To promote and develop tourism on Northern Vancouver Island and surrounding areas taking into consideration the impact of economic, social, cultural and environmental concerns.

ADDITION: CONSTITUTION

2.0 (b) to maintain and improve standards of quality in the areas of tourism promotion and member customer service.

ADDITION: PART 2 – MEMBERSHIP

2.1 (b) Subject to the eligibility requirements set forth below, any adult person, company, partnership, or organization providing tourism services on North Vancouver Island or any persons formerly providing such service but now retired and living in the area shall be eligible for membership in the Association and shall become an active member upon acceptance of the applicant’s application by the Board of Directors and upon payment of the prescribed dues.

(c) Subject to the eligibility requirements set forth below, any adult person, company or partnership which contributes to the tourism industry on North Vancouver Island, but whose main source of business is not providing tourism services shall be eligible for membership in the Society and shall become an Alliance Member upon acceptance of the applicant’s application by the Board of Directors and upon payment of the prescribed dues.

(d) All members shall continue to be members to the end of the membership year for which membership is paid. The membership year may be changed from time to time by the Board of Directors.

(e) All individuals who are Members are entitled to speak and vote at meetings of the membership of the Association and are eligible for election to the Board of Directors.

(f) Members who are companies, partnerships, or organizations may nominate in writing any individuals to vote on behalf of such company, partnership, or organization and such individual so appointed shall be eligible for election to the Board of Directors.

2.2 The Board may from time to time confer on any worthy individual member a life membership in the Association, which shall include the privilege of voting and eligibility for election to the Board.

2.6 (b) Reasons or grounds for expulsion include any activity that contravenes any of the purposes of the Society.

WHEREAS PART 2- MEMBERSHIP 2.10 CURRENTLY READS:

10 All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and his is not in good standing so long as the debt remains unpaid.

BE AMENDED TO READ:

2.7 All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and his is not in good standing so long as the debt remains unpaid. Fees or dues must be paid within 90 days of their due date.

ADDITION: PART 2 – MEMBERSHIP

2.8 All memberships are subject to acceptance of the application by the Board of Directors.

 

ADDITION: PART 3 – MEETINGS OF MEMBERS

3.2 The Directors shall also call and hold a general meeting upon the written request of 10% or more of the members in good standing. Such request shall set out the reasons for such meeting and shall be mailed to the Chair by double registered mail at the mailing address of the Society.

3.5 (a) The Directors of the Society, on the requisition of 10% or more of the Active Members of the Society (the requisitionists) shall convene a general meeting of the Association without delay. The requisition shall state the purpose of the general meeting, be signed by the requisitionists, and be delivered or sent by registered mail to the address of the Society, and may consist of several documents in similar form each signed by one or more requisitionists. The procedures contained in Section 58 of the Society Act, R.S.B.C. Chapter 390, as amended from time to time, shall apply.

(b) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the member entitled to receive notice does not invalidate proceedings at that meeting.

3.6 The first annual general meeting of the Association shall be held no more than fifteen (15) months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding annual general meeting

ADDITION: PART 4 – PROCEEDINGS AT GENERAL MEETINGS

4.1 Special business is:

(a) all business at an extra-ordinary general meeting except the adoption of rules of order; and

(b) all business transacted at an annual general meeting except:

i. the adoption of rules of order;

ii. the consideration of the financial statements;

iii. the report of the Directors;

iv. the report of the auditor, if any;

v. the election of Directors;

vi. the appointment of the auditor, if required;

vii. the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Directors issued with the notice convening the meeting; and

4.2 (a) No business, other than the election of a chair and the adjournment or termination of the meeting, shall be conducted at a general meeting at the time when a quorum is not present.

(b) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

(c) A quorum of a general meeting or an extra-ordinary general meeting shall be five Members in good standing.

4.3 If within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.

4.8 (c) The members may, by ordinary resolution, direct that any matter be dealt with by secret ballot.

WHEREAS NOTICE OF GENERAL MEETINGS IS CURRENTLY SECTION 11 OF THE CONSTITUTION & BYLAWS, BE IT RESOLVED THAT IT BE CHANGED TO SECTION 5 OF THE CONSTITUTION & BYLAWS (in order to keep all bylaws relating to meetings of the membership in numerical order).

ADDITION: PART 5 – NOTICE OF GENERAL MEETINGS

5.1 Not less than fourteen (14) days written notice of a general meeting shall be given to all members.

ADDITION: PART 6 – DIRECTORS AND OFFICERS

6.2 (a) The Society shall be administered by a board to be known as, "the Board of Directors" consisting of no fewer than seven (7) members and no more than twelve (12) members in total, which shall include the Chair, Past Chair, Vice Chair, Secretary and Treasurer;

(b) Of the twelve (12) directors: five (5) shall be Directors-at-Large (ideally from different communities on North Vancouver Island), one (1) director shall be from the forestry companies, one (1) director shall be from the aquaculture industry, one (1) director shall be from the fishing industry, one (1) director shall be from the Regional District, on (1) director shall be from the First Nations community, (1) director shall be the Past Chair who is automatically appointed to the Board.

(c) Only those members present in person at the meeting designated for the election of the directors or a director shall be eligible to vote;

(d) Directors shall be elected for a two (2) year term.

WHEREAS PROCEEDINGS OF THE EXECUTIVE COMMITTEE IS CURRENTLY ITS OWN SUB-SECTION WITHIN THE BYLAWS, BE IT RESOLVED THAT IT BE INCLUDED IN PART 6 – DIRECTORS AND OFFICERS.

ADDITION: PART 6 – DIRECTORS AND OFFICERS

6.7 (d) the Executive Committee may call such special meetings of the Board of Directors, as they consider advisable.

6.8 The Board of Directors shall meet at least once every three (3) months on a day to be specified by the Executive Committee (defined below).

6.9 The requisite notice for a meeting of the Board shall be at least three (3) clear days and may be given by post, fax, telephone, e-mail or word of mouth, and notice shall be deemed to have been effected on the date of such telephoning, faxing, e-mailing or verbal advice, or on the day following such posting, and non-receipt of notice to any member shall in no way invalidate any such meetings so called, or any business transacted at such meeting.

6.10 A quorum for a Directors’ meeting shall consist of twenty-five (25%) percent of the Directors provided that fifty-one (51%) percent of those persons constituting a quorum are elected Board members (as opposed to appointed Board members).

6.11 No defect in the qualifications and/or the election or appointment of any Director or Directors nor the notice calling any meeting shall operate to invalidate any act or acts of the Directorate.

WHEREAS PART 5 -- DIRECTORS AND OFFICERS CURRENTLY READS:

30 No Director shall be remunerated for being or acting as a Director, but a Director shall be reimbursed for all pre-approved expenses necessarily and reasonably incurred while engaged in affairs of the Society.

BE IT RESOLVED TO CHANGE TO:

6.12 No Director shall be remunerated for being or acting, as a Director, but a Director shall be reimbursed for all pre-approved expenses necessarily and reasonably incurred while engaged in affairs of the Society. The Board of Directors shall fix the remuneration of the Executive Director from time to time.

ADDITION PART 7 – OFFICERS

7.1 Each Board of Directors, immediately following the general meeting at which it is elected shall forthwith appoint the offices of the Society for the ensuing year.

7.4 The Vice-Chair carries out the duties of the Chair during his absence.

7.8 The Board may appoint an Executive Director who shall devote his full time to the affairs and operations of the Society and who shall have such authority and shall perform such duties as from time to time be prescribed by the Board. In the event that the Executive Director is not a member of the Board, he shall have the right to attend the meetings of the Board, but shall not be entitled to vote thereat.

ADDITION: PART 8 – EXECUTIVE COMMITTEE

8.1 The Executive Committee shall consist of the Chair, Vice-Chair, Past Chair, Secretary and Treasurer.

8.2 The Executive Committee shall be charged with the conduct of all routine business during the intervals between meetings of the Board of Directors and the Board of Directors may delegate such other duties as to it from time to time.

8.3 Meeting of the Executive Committee shall be called at such time and place and in such manner, as the Chairperson shall direct.

8.4 A resolution in writing signed by all members of the Executive Committee shall be equally binding as if passed at a Directors’ meeting regularly called and attended. A majority of the members of this Committee at a duly convened meeting shall constitute a quorum.

8.5 The Executive Committee shall have no power to borrow money on behalf of the Association or to pledge it to any capital expenditure in excess of $1,500.00.

8.6 Any vacancy on the Executive Committee shall be filled by an elected Board of Directors.

ADDITION: PART 9 – NOMINATIONS

9.1 Any such time prior to the annual general meeting as the Board shall decide, it shall cause to be mailed or e-mailed to the registered address of the active members the nominating procedure together with a list of officers and Directors for the current year and whose term of office is expiring.

9.2 At such time prior to the annual general meeting as the Board shall decide, the Board shall appoint a nominating Committee of not less than two (2) and not more than five (5) members of the Board and such nominating committee shall be in writing together with the written consent of the person so nominated with his/her agreement to attend the prescribed meeting as the Board during the elected period of office, after having been approached by the nominating committee and having received a copy of the Constitution and Bylaws, and the terms of reference for Association Directors. These agreements shall be placed in the hands of an officer to be prescribed by the Board at least fourteen (14) clear days prior to the annual general meeting.

9.3 In addition to the nominations made as herein provided for, nominations may be made by any two or more members of the Association in good standing for any directorship to be filled by election and such nominations may be made from the floor of the annual general meeting.

9.4 Each member of the Association in good standing attending the annual general meeting will, upon registering, receive a list of names, occupations, and positions of all persons so nominated.

ADDITION: PART 10 – FISCAL YEAR

10.1 The fiscal year of the Society shall end on the 31^st of March of each year, provided that this Article may be altered or amended by a two-thirds vote of the Directors at any Board meeting.

ADDITION: PART 11 – SPECIAL RESOLUTION

11.1 A special resolution shall be a resolution passed by a majority of not less than seventy-five (75%) percent of the members entitled to vote and present at a Special General Meeting or an annual general meeting of the Society of which not less than fourteen (14) clear days prior notice has been given stating that resolution to be presented.

ADDITION: PART 15 – PROCEDURE

15.1 All procedure and order of business at all meetings shall be in accordance with the regulations provided in Robert’s Rules of Order.

 

ADDITION: PART 17 – INSPECTION

17.1 All books, accounts, and records of the Society shall be open for inspection by the members of the Society in good standing upon application to the board at such time and place as the Board may deem fit. All minutes or proceedings of all meetings of the Society and all records of the Society shall be kept or caused to be kept by such Officer as the Board may appoint therefore.