A Review of the Greater Victoria Youth Rowing Society (GVYRS) Boat Usage and Pricing Policies

Submitted to School District 63 and the Directors of GVYRS May 2012

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A Review of The Greater Victoria Youth Rowing Society (GVYRS)

Boat Usage and Pricing Policies

May 2012

Prepared by C Rosene, Current Member of the GVYRS and parent of a Claremont Sport Institute (CSI) Rower

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Table of Contents 1   Executive Summary .................................................................................................... 1  2   Introduction ................................................................................................................. 3  3   Background ................................................................................................................. 3  4   Methodology ............................................................................................................... 4  5   The Constitution of GVYRS ....................................................................................... 5  6   Quid Pro Quo Relationship ......................................................................................... 6  

6.1   Results of the Boat Usage Review ....................................................................... 7  6.1.1   Summary of the VCRC Boat Usage Chart ................................................... 7  6.1.2   Data from the Boat House Log Book ......................................................... 10  6.1.3   Estimated Theoretical Numbers .................................................................. 11  

7   Unfair Pricing Policy at GVYRS .............................................................................. 11  8   Responsibilities and Duties of the Board of Directors .............................................. 12  

8.1   The Duty of Diligence ........................................................................................ 13  8.2   The Duty of Loyalty ........................................................................................... 14  8.3   The Duty of Obedience ...................................................................................... 14  

9   Required Action by GVYRS .................................................................................... 15  10   Conclusion ................................................................................................................ 16  11   Supporting Documents .............................................................................................. 17  

 

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1 Executive  Summary   This report is the result of a year-long review into the administrative policies and pricing protocols of the Greater Victoria Youth Rowing Society (GVYRS), with emphasis on boat usage. The investigation began as follows: In September 2010, my daughter enrolled in the Claremont Sports Institute (CSI) rowing program and as a result I became a member of GVYRS. This Society was established to support high school and youth rowing at Elk Lake. School District 63 rents all the necessary rowing equipment including boats and oars from GVYRS for the CSI Rowing Program. In the Spring of 2011, I began to notice that CSI coaches were having trouble acquiring boats to rent for regattas. Parents were told that GVYRS rental rates were going up from $6.00 to $15.00 per seat per row, a 150% increase. As a consequence, CSI fees would be increasing for September 2012. In addition to this change, and unlike how it had been in past years, GVYRS boats would not be available to CSI rowers to rent for the three main competitive regattas in the Spring. It appeared to me that GVYRS was limiting its support of high school rowing programs, and in doing so was negatively affecting the very group that it was mandated to promote. As a result, I began to make more in-depth inquiries into GVYRS. It quickly became clear that there was a second separate Society, the Victoria City Rowing Club (VCRC), that influenced most decisions made by the Directors of GVYRS. I learned that these two Societies share Board members, staff, policies, equipment, boats, and costs and in many ways appear to act as a single society. As I began to examine the available GVYRS and VCRC written policies and documents, I was repeatedly told that there was an equal sharing of resources between the two Societies. This equal sharing of resources, primarily boat usage, was referred to as a quid pro quo arrangement. The concept of a quid pro quo arrangement forms the basis of all pricing policies and administrative decisions for GVYRS. It was explained to me that VCRC loans boats to GVYRS from September to November each year to support the high school rowing program. In return, GVYRS grants priority boat usage to VCRC from December to August. I was told that this exchange of resources was equal and mutually beneficial. The analysis contained in this report illustrates that the quid pro quo relationship does not exist. It also suggests that the decisions and policies being made by the GVYRS Directors are either based on inaccurate boat usage data, or possibly made without consideration for the GVYRS membership as a whole. This report lists all documents that were reviewed, provides an objective quantitative analysis of boat usage data, includes a copy of the GVYRS constitution, and includes an Estimated Boat Usage chart prepared by VCRC staff. It also includes a list of recommended actions that GVYRS should effectively adopt in order to be true to their constitution. The final section of the report lists four conclusions as follows:

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Conclusion #1: Based on the language and intent of the GVYRS constitution, the exclusive priority boat usage contract with VCRC dated from December 1, 2011 to August 31, 2012 is unconstitutional. If VCRC needs to rent boats for competition at regattas, VCRC use should be prioritized behind any high school rowing program. Conclusion #2: The boat house log book data, chart provided by VCRC staff, and estimated theoretical numbers generated for this review, show that a quid pro quo relationship between GVYRS and VCRC is theoretical and does not exist in practice. Conclusion #3: A fair pricing policy for all users of GVYRS boats is nonexistent and needs to be addressed. CSI athletes appear to be subsidizing VCRC rowers. Pricing must be developed in an equitable and transparent manner. VCRC has been receiving the use of GVYRS equipment for free for years. The value of this free usage is estimated to be between $45,130 - $149,120 annually. Conclusion #4: Directors of Societies can be held personally liable for negligent decisions. Continuing to hand over the assets of GVYRS to VCRC, thereby limiting the rights, opportunities and privileges of GVYRS members, could be seen to be negligent and in direct conflict with the fiduciary responsibilities of the directors of GVYRS.

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2 Introduction   During the last two years Great Victoria Youth Rowing Society (GVYRS) board members have made significant decisions that have resulted in the Victoria City Rowing Club (VCRC) gaining preferential use of GVYRS boats. As a result of this preferential boat use, other members of GVYRS do not have sufficient access to boats for competitions and are also being charged excessively high boat seat fees for training. VCRC members, on the other hand, have full access to GVYRS equipment, at no cost. This recent preferential treatment means that the quid pro quo relationship for boat use between VCRC and GVYRS no longer exists. GVYRS’s current boat use policy is in contravention of their constituted mandate. The purpose of this report is to present the results of a review of GVYRS’s boat usage and pricing policy. The report is divided into 10 sections:

1. Introduction 2. Background 3. Methodology 4. The Constitution of GVYRS 5. The Quid Pro Quo Relationship 6. Unfair pricing Policies at GVYRS 7. Responsibilities of Directors 8. Required Action by GVYRS 9. Conclusion 10. Supporting Documents

3 Background   The Greater Victoria High Schools Rowing Society was established in 1988 to encourage high school rowing at Elk Lake by acquiring the necessary equipment. In June, 1989 the name was changed to The Greater Victoria Youth Rowing Society (GVYRS) so that its members could access government gaming funding and so that priority boat usage was granted to high school rowing programs. In September 2010, my daughter took up the sport of rowing, for the first time, at Elk Lake and enrolled in the Claremont Sport Institute (CSI) for Rowing. As a result, I became a member of GVYRS, a volunteer parent, began helping at regattas, and created a fund raising program for CSI families and the team. In the spring of 2011, I began to notice that CSI coaches were having trouble acquiring boats to rent for regattas and we were warned that CSI fees would be increasing.

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As I began to make inquiries, I learned that members of the private club VCRC were receiving boats from GVYRS at no cost. I was initially told that VCRC loans boats to GVYRS for 9 weeks and in return GVYRS turns over its fleet of boats to VCRC for 38 weeks. This was described as an equal sharing arrangement and was referred to as a Quid Pro Quo arrangement between the two Societies. GVYRS and VCRC share staff, equipment, costs, and Board members. In many ways, they appear to act as a single Society. At the GVYRS AGM in December 2011, the GVYRS financial statements included a section on the mutual sharing of services estimated at $17,000. When I made inquiries about this with GVYRS’s chartered accountant, I was told that this number could not be substantiated. As a business woman, the fact that the note in the financial statements referring to mutual services could not be substantiated by the Society’s chartered accountant was disturbing. I wondered why VCRC members were receiving boats at no cost when GVYRS members were being charged high fees for these same boats. As a CSI rowing parent and a member of GVYRS this seemed grossly unfair and I went looking for information.

4 Methodology   Information presented in this report was obtained from:

• copies of documents and information obtained from the Corporate Registry of BC;

• the minutes of the GVYRS Directors meetings for the last year; • Meeting with the past President, Tim Henderson, in June of last year; • the Societies Act of BC; • the constitution and bylaws of GVYRS; • the Society’s chartered accountant (regarding the $17,000 Quid Pro Quo mutual

services referred to in the 2011 Financial Statements); • correspondence with Angela Grohovac, current President of GVYRS, Brenda

Taylor the boat house manager, and Aalbert Van Schothorst, head coach of VCRC; and

• the log book at the boat house which is the most accurate record currently available of the actual usage of boats.

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5 The  Constitution  of  GVYRS   The current GVYRS constitution as filed in the Corporate Registry Office reads as follows (verbatim):

AMENDED CONSTITUTION OF GREATER VICTORIA

YOUTH ROWING SOCIETY

Article 1- Name

Unchanged. Article 2 – Purposes 1. To acquire boats, oars and other equipment necessary for the instruction in and practice of rowing and for competition in high scholl [sic] and youth rowing, and to do this by purchase, gift, transfer, lease, or otherwise. 2. To encourage high school rowing and youth rowing in the Greater Victoria area.

Article 3 – Non Profit Basis

1. To operate the Society on a non-profit basis. This Article is unalterable.

Article 4 – Promotion 1. To cooperate with other Societies, schools and groups in the promotion of high school and youth rowing in the Greater Victoria area. This Article is unalterable.

The Society Act of BC exists to protect Societies and its members. If a society does not comply with its constitution or bylaws, the Act permits Society members to seek remedy through the court system, or by filing a complaint with the Minister in charge of administering the Act. The wording of the GVYRS constitution is simple: acquire boats so that high school athletes and youth can be encouraged to row for instruction, practice and competition. Note that “high school rowing” appears before “youth rowing” in three sentences. The GVYRS constitution also prioritizes and establishes relationships with other Societies, such as VCRC, under Article 4. Article 4 specifies the cooperative role that GVYRS can play as it relates to other Societies and groups to promote high school and youth rowing. It is clear (and unalterable) that GVYRS can only cooperate with VCRC so long as this cooperative relationship promotes high school and youth rowing. The GVYRS constitution also allows for the purchase of assets. However, by recently granting priority usage to VCRC, high school teams including the CSI rowing team, are

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now restricted in their ability to compete at local regatta’s, or train for National events such as the Canadian Secondary Schools Rowing Association (CSSRA) Championships. For example, CSI athletes who are members of GVYRS, were recently told that there are no boats for them to use for competition at the Brentwood and two Shawnigan Regattas because all GVYRS boats have been given to VCRC members. This priority boat usage contract as it is currently being applied, clearly contravenes Article 2 section (1) and (2), and Article 4, of the GVYRS constitution because instead of encouraging its members to row, it places limitations on the membership. Conclusion #1: Based on the language and intent of the GVYRS constitution, the exclusive priority boat usage contract with VCRC dated from December 1, 2011 to August 31, 2012 is unconstitutional.

6 Quid  Pro  Quo  Relationship     One of the cornerstones of the relationship between GVYRS and VCRC is that it is based on a more-or-less equal sharing of resources, especially boats. This notion of a sharing of resources is referred to as a quid pro quo arrangement. This has been cited frequently at meetings and in the GVYRS minutes, and also dominated a large portion of the conversation at the 2011 GVYRS AGM. This quid pro quo relationship provides the foundation for the decisions being made by GVYRS. The GVYRS Board believes that the quid pro quo arrangement enables GVYRS to enter into an exclusive priority contract with VCRC, because VCRC helps to supply boats for the high school rowing league. However, it actually:

a) restricts usage and availability to rent or use GVYRS equipment to his own members at regattas that take place between December 1 and August 31; b) reduces the ability of GVYRS to increase its revenue stream because of its

commitment to VCRC; c) limits the ability of GVYRS to encourage and support other programs, high

school or other programs like training for the CSSRA’s; d) applies pressure on GVYRS to increase its rental fees to users and members

to cover the operating expenses of the Society; and e) provides the appearance that gaming grants given to the Society are based on fair and equitable boat use. These grants may not be provided if the Society’s policies are seen to be prejudicial to high school rowing.

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6.1 Results  of  the  Boat  Usage  Review   According to GVYRS’s constitution, boat usage must be managed in a manner that provides at least equal and fair access for high school rowing groups. Youth groups are consistently listed after high school rowing in the constitution. In order to conduct a comprehensive review as objectively as possible, three different sets of numbers were analyzed in an attempt to determine how the boats are shared between VCRC and GVYRS. One method uses the VCRC boat usage chart. The second method reviews the data that were collected from the actual boat house log. And a third set of numbers was generated to predict estimated theoretical numbers. Inherent problems with each review method are also provided below:

6.1.1 Summary of the VCRC Boat Usage Chart

At the GVYRS AGM meeting in December of 2011, I asked the GVYRS Board to explain how the rela tionship between VCRC and GVYRS was equal. During the meeting, Brent Chomack, a previous GVYRS director, referred to a boat usage chart that indicated the equality between the two clubs. This boat usage chart was prepared by VCRC as an estimated actual usage of seats between VCRC and GVYRS. It is important to note that the chart was prepared by VCRC as accurate and is reflective of the estimated totals; it was also examined by the current President of GVYRS, for accuracy and to be reflective of the relationship between VCRC and GVYRS (see supporting documents) I obtained a copy of the 2011 VCRC boat usage chart and have summarized the seat numbers in Table 1. An exact copy of VCRC’s boat usage chart, including explanations, is provided in the supporting document section of this report.

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Table 1 Summary of VCRC’s 2011 Boat Usage Chart.

GVYRS  use  of  VCRC  boats  -­‐  September  to  November        

Program  Total  Seat  Numbers  

Training   Regattas        GVYRS  All  Practices   8,721   0  GVYRS  Regattas   0   285  

Totals:   8,721   285  

     

VCRC  use  of  GVYRS  boats  –  December  to  August        

Program  Total  Seat  Numbers  Training   Regattas  

     CCRC  Actual  use  2011  8+   0   0  CCRC  Actual  use  2011  4x   112   0  CCRC  Potential  Use  2012  8+   112   0  CCRC  Potential  Use  2012  4x   224   0  Youth  LTR  Estimated  actual  use  2011   40   0  Youth  Summer  Camps  Estimated  actual  use  2011   40   0  Juniors  All  Practices   6,032   0  Juniors  Regattas   0   720  Masters/Seniors   1,232   48  

Totals  (not  including  CCRC  potential  use):   7,456   768   At first glance, it appears that GVYRS is getting a pretty good deal. GVYRS is using 8,721 VCRC seats during the high school rowing league and it shows that VCRC uses 7,456 GVYRS seats (from December 1- August 31). In other words, GVYRS is getting to use 1,265 more seats than VCRC. However, there appears to be four critical errors in this chart. These are explained below: 1. Theoretical verses actual. The first error with this chart is that it compares theoretical usage by GVYRS to estimated actual usage by VCRC. In using this comparison to set pricing policy, VCRC has significantly overestimated GVYRS boat usage by somewhere between 200 and 400%. This is because actual boat use is significantly less than actual use. So instead of supporting that a quid pro quo relationship exists, these numbers indicate that the opposite is true and that VCRC boat usage is significantly higher. In order to make the numbers in the VCRC boat usage chart more relevant, I used the VCRC data in an attempt to create a theoretical vs. theoretical comparison. VCRC makes available 57 seats for every practice during the high school league. GVYRS would make available 48 seats for every practice from Dec 1- Aug 31. So the theoretical maximum

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numbers of seats available would be 8,721 VCRC seats and 27,264 GVYRS seats. In other words, GVYRS theoretically provides three times as many seats as does VCRC.

2. Assumed usage. The above chart assumes CSI usage of 57 seats x three practices x nine weeks for a total of 1,539 seats. However, it was an error to assume that all 57 seats made available by VCRC would be used at all 17 weekly practices during the high school rowing league. For example, there were only 34 athletes registered in CSI during that time so 23 seats that were reported in the chart as used during each practice were actually never used. It is also erroneous to assume that the CSI coach would use only VCRC boats for training. The actual usage of VCRC seats by CSI is much less, bringing the seats used down to five seats per practice since non-VCRC boats were used. Five VCRC seats x three practices per week x nine weeks = 135 seats. Based on these numbers, CSI only used 135 VCRC seats for the nine week reporting period. For the CSI practices, therefore, the VCRC boat usage chart overestimates GVYRS’s use of VCRC boats by over 1000%. 3. Regattas. The estimates noted above in points 1 and 2 refer to practices only and do not include regattas. If they did, due to the errors made in the chart, the totals for both clubs would be significantly higher than estimated in this chart. Regatta seats are charged per event per regatta. Each seat is used several times for each of the VCRC junior divisions A, B, C and often two or three times in an event because of multiple entries. Once corrected, the numbers in the chart for regattas could easily be three to four times as high as is recorded in the chart. The totals for actual estimated usage could easily add an additional 1,000 seats to VCRC’s seat total indicating that VCRC is using approximately 5,000 more seats than GVYRS. 4. VCRC use of equipment appears to be higher than 35%. The estimated number of VCRC’s use of GVYRS equipment in the VCRC boat usage chart summarized in Table 1 has been assumed to be correct. It is based on the assumption that VCRC’s use of GVYRS equipment is 35%. VCRC would not provide me with the number of VCRC athletes enrolled in each of the junior classes. However, after examining the log book entries between December 1, 2011 and April 30, 2012 it appears that the number of seats recorded are under-reported as well. That means that the estimates of VCRC seat usage summarized in Table 1 could be under-reported by as much as half. In other words, it is possible that VCRC could be using as high as twice the amount that they have estimated (i.e. 7,546 X 2 = 14,912). It is worth noting that if VCRC only uses GVYRS boats 35% of the time, there is no need to grant VCRC priority usage of GVYRS boats for 10 months of the year. There should be plenty of flexibility in the dormant season to be able to accommodate any needs they may have.

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6.1.2 Data from the Boat House Log Book

Data from the Boat House Log Book were obtained and analyzed to compare to the 2011 VCRC boat usage chart (summarized in Table 1). Every rower is required to record their name and boat name in the Boat House Log Book every time they row. It was therefore assumed that the Boat House boat log would contain the most accurate data of boat usage. Minutes of the March 2012 board meeting appear to confirm that Board members use the Boat House Log Book data in making their decisions. Actual usage data from the Boat House Log Book were entered into a basic accounting program that recorded school, GVYRS/VCRC boat, and number of seats. Coxswain seats were not included. For example an 8+ would be recorded as eight seats. Usage data contained in the Boat House Log Book appear to be accurate regarding GVYRS verses VCRC boats. However the assignment number for individual schools may not be 100% accurate because it was difficult to ascertain what youth athlete belonged to which school. It is my estimate that these numbers are correct within 10%. The Boat House Log Book seat use data are summarized in Table 2. Table 2 Number of seats recorded as used in the Boat House Log Book September 1, 2011 to November 5, 2011.

School VCRC Seats Used

GVYRS Seats Used Total Seats Used

Bayside 46 302 348 GNS 220 246 466 Claremont 700 346 1,046 Parkland 196 210 406 PCS 236 172 408 Royal Oak 10 184 194 St. Andrews 168 236 404 St. Margarets 156 135 291 Stellys 272 302 574 Totals: 2,004 2,133 4,137

             

The Boat House Log Book data show that GVYRS used 2,004 VCRC seats during the high school rowing league. With an error margin of 10% this number could vary by 200 seats. For this same time period, the VCRC boat usage chart (Table 1) indicates that GVYRS used 8,721 VCRC seats. This is a discrepancy of 6,517 seats, or an over-reporting of the VCRC seats that GVYRS uses by almost 400%.  

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6.1.3 Estimated Theoretical Numbers  

In the absence of an accurate formula to calculate boat usage, a third assessment was conducted to try to establish a defensible estimate of actual boat usage. This assessment is described below. There are 356 athletes registered to row three times per week for nine weeks between September and November for a maximum (theoretical) total of 9,612 seats used. If you take into account the Thanksgiving holiday and assume a 10% margin for error (missed practices due to weather, absentee athletes, omissions), this number is closer to 8,830 seats that could be potentially used. If you compare these estimated theoretical values to the boat house logbook, it appears that the log book is under-reporting actual seats used by at least 50%. When the log book numbers are adjusted to account for the 50% under-reporting, a quid pro quo relationship still cannot be confirmed because VCRC uses 7,456 seats throughout the year and GVYRS has used 4,408 seats. If regatta numbers are included, VCRC uses three times the number of seats that GVYRS does.  By analyzing the VCRC boat usage chart, the Boat House Log Book, and the theoretical maximum numbers, a quid pro quo relationship between VCRC and GVYRS cannot be demonstrated. Furthermore, all the evidence, including financial statements, discussions with staff and GVYRS Board members, emails, minutes of meetings, log book data, and charts prepared by VCRC indicate that GVYRS gives away a significant portion of their assets every year at no cost to VCRC. By giving away these assets, GVYRS loses a significant revenue opportunity. For example, based on the numbers above, and using the current seat rates being charged to CSI, GVYRS could generate more than $45,000.00 annually if they charged the same seat rate to VCRC. Conclusion #2: The boat house log book data, chart provided by VCRC staff, and estimated theoretical numbers generated for this review show that a quid pro quo relationship between GVYRS and VCRC is theoretical and does not exist in practice.  

           7 Unfair  Pricing  Policy  at  GVYRS   In an email dated February 17, 2012 the current president stated that GVYRS policy and pricing are:

“set using this document [VCRV boat usage chart summarized in Table 1] as well as our day-to-day financial picture. The GVYRS board did not come to the policies and pricing by choosing a number out of a hat. There are expenses that arise that dictated the pricing.”

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Given that a quid pro quo relationship between GVYRS and VCRC cannot be demonstrated with the available boat use data, the pricing policy that GVYRS has set is unfair and not consistent with their own constitution. The GVYRS pricing policy needs to be reviewed and re-written for the following reasons:

• CSI athletes are currently being charged $10 (plus HST) per seat for training and $25 per seat for regattas. VCRC athletes, as members of a separate (non high school) society, use these same seats for free;

• After reviewing the VCRC Pricing Policies, the fees charged to CSI athletes seem excessive. The $10 fee charged to CSI is for boats only and does not include coaching, access to ergs or HST. The Junior VCRC programs charge between $8.36 and $11.67 to its members. However, these prices include coaching, access to ergs, and HST.

• During the Fall 2011, the busiest time and the time when boats are most in demand, GVYRS fees charged to CSI rowers were $6.25 per seat. It is difficult to understand why then during the dormant season, December to June, these fees have gone up to $10 per seat.

• CSI athletes provide their own coaches and as such are more independent. VCRC Masters follow a similar protocol and are charged $4.07 per seat. VCRC Masters also receive some coaching, have access to ergs, and their fees include HST.

• At a recent regatta at Brentwood College, a number of top quality boats had to be rented from other boat owners by CSI since GVYRS boats were not available. Surprisingly, these rental fees were significantly less than those charged by GVYRS. Charges for these boats were either waived or were $10 or less per seat.

Conclusion #3: A fair pricing policy for all users of GVYRS boats is nonexistent and needs to be addressed. CSI athletes appear to be subsidizing VCRC rowers. Pricing must be developed in an equitable and transparent manner.

8 Responsibilities  and  Duties  of  the  Board  of  Directors   Some time ago I volunteered to fill a space on the GVYRS board, and not knowing what I had just volunteered for, I did some research and found some interesting information. I reviewed the online website volunteercanada.com, read several discussion papers and checked other online resources. I discovered that the standard of care that is expected by volunteer directors is the same level of care found in a for -profit corporation. The role of Directors in a non-profit organization is to represent the members of the organization and act as their “trustee.” Directors have three basic duties (see Section 13 Supporting Documents, Discussion paper by Volunteer Canada):

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“1. The duty of diligence: this is the duty to act reasonably, prudently, in good faith, and with a view to the best interests of the organization and its members; 2. The duty of loyalty: this is the duty to place the interest of the organization first, and not to use one’s position as a director to further private interests, and 3. The duty of obedience: this is the duty to act within the scope of the governing policies of the organization and within the scope of other laws, rules, and regulations that apply to the organization.” I am concerned that if the decisions of the GVYRS board were examined by an outside party, some of the decisions could be viewed as being in direct conflict with these fiduciary responsibilities. I have carefully examined the minutes of meetings from last year as they relate to the three duties stated above. The following paragraphs describe several examples, recorded in the minutes, of decisions made that do not appear to be in the best interests of the Society. My greatest concerns are surrounding the issues outlined below, but there are many more decisions that could be construed as problematic.

8.1 The  Duty  of  Diligence   The GVYRS board has allocated space in the GVYRS boat bay at the Elk Lake boat house to VCRC. This decision was never discussed with the GVYRS membership and the GVYRS meeting minutes do not record when or where this was voted on by the directorship of GVYRS. The amount of space available in these boat bays ultimately determines how many boats are available, purchased, and stored thereby defining the number of athletes that are able to row and compete. Why was there no special resolution made to determine if the GVYRS members were in favor of this decision? Decisions such as these may not be in the best long term interests of GVYRS and its membership. This decision should be reviewed using the constitution for guidance. In another example, GVYRS is using inaccurate and incomplete data to make decisions on policy and seat pricing, especially as they relate to the notion that a quid pro quo relationship exists between VCRC and GVYRS. This report has already examined the Estimated Use of Shared Boat Pool 2011 chart, data from the boat house log book and theoretical estimations of reasonable use. Based on the available information there is no evidence to support a quid pro quo relationship. Yet this has been the cornerstone for justifying policy and procedure. As with use of space within the GVYRS boat bay, this policy should be reviewed and re-written so that it is fully consistent with the GVYRS constitution.

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8.2 The  Duty  of  Loyalty   The current board of directors is heavily affiliated with VCRC, and should not be entering into exclusive contracts with VCRC. “A loyal director will avoid putting themselves in a situation of a conflict of interest. When this is unavoidable, they will act properly in disclosing this conflict and ensure that they play no part in discussing, influencing, or making decisions relating to that conflict.” (See Section 13 Supporting Documents, A discussion paper on Legal Liability, Risk Management, and the Role of the Directors.) According to the September 26, 2011 GVYRS meeting minutes, only the head coach from VCRC was invited to meetings where discussions about the amount of money GVYRS had, what equipment GVYRS should purchase, and long term strategic planning, were held. No other coaches from any of the schools were represented or had a vote or a say in the purchase of new equipment. This cannot be viewed as being in the best interests of all the high school athletes. Because of the GVYRS Board’s decision to grant exclusive boat usage to VCRC, GVYRS is forced to limit its support of its own membership. In an email dated February 12, 2012, the President of GVYRS had a meeting with VCRC staff and VCRC board members to see how VCRC could continue to support the CSI program. However, it is clearly not the role of VCRC to support CSI or to advise GVYRS on how to allocate their boats. This is a prime example of the blurring of the lines between the two societies. The athletes enrolled in CSI are members of GVYRS. It is the constitutional mandate of GVYRS to support and encourage the athletes enrolled in CSI as well as other members of GVYRS that are not currently being represented. This includes VCRC as long as those VCRC members are high school students and youths (see GVYRS constitution). The comment made by the outgoing President of GVYRS while he addressed the AGM in December of 2011, where he stated“ that VCRC might as well own the boats between December 1 and August 31”, further illustrates that the relationship between VCRC and GVYRS has strayed from that which is intended by the GVYRS constitution. The assets and equipment of GVYRS belong to that Society and its members. No other private community club should ever be under the impression that it has ownership of those boats, even on a temporary basis. GVYRS owns those assets and is accountable to its membership on how these assets are managed.

8.3 The  Duty  of  Obedience   There is a need to review and rewrite governing policies for GVYRS. For example, decisions seem to be made using a definition of high school rowing season that does not exist. This unconstitutional definition appears to be used to limit support of high school rowing. Membership lists appear to be incomplete. Some members are notified of meetings and some are not. A number of complaints have been made and referenced in the minutes about the inaccurate quid pro quo relationship between GVYRS and VCRC.

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No independent review of this relationship appears to have been conducted in response to these complaints. This year’s contract between GVYRS and VCRC regarding use of boats is general and vague. It does not list boats or oars, does not address maintenance and does not cover insurance requirements. At a recent GVYRS Board meeting, members present were told they could attend future meetings and subsequent minutes show that the same Board decided that members would not be welcome. 7.4 Liability and Negligence of Directors The Volunteer Canada Discussion paper (see Section 13 Supporting Documents) also includes a section on the liability of Directors. Directors may be liable if they fail to fulfill the responsibilities and duties as outlined above. Directors may be found negligent if they act or fail to act, whether intentionally or unintentionally, causing injury or damage to another person. This damage may extend to actions or decisions that interfere with the rights, opportunities, or privileges of members. Due to the large increase in training fees and the lack of boats available for regattas this spring, a subset of the GVYRS membership, the CSI athletes, have suffered. By limiting the ability of high school programs such as CSI to train and compete, the Directors of GVYRS could be seen to be interfering with the rights, opportunities and privileges of a subset of the GVYRS membership. This could be interpreted as negligence.

Conclusion #4: Directors of Societies can be held personally liable for negligent decisions. Continuing to hand over the assets of GVYRS to VCRC, thereby limiting the rights, opportunities and privileges of GVYRS members, could be seen to be negligent and in direct conflict with the fiduciary responsibilities of the directors of GVYRS.

9 Required  Action  by  GVYRS   It is recommended that the directors of GVYRS consider reviewing past decisions and policies that are, or potentially could be, unconstitutional. This would result in a defensible (consistent with constitution) relationship between high school rowing programs and VCRC. In terms of GVYRS’s relationship with CSI rowing, it is requested that the GVYRS board considers the following recommendations: 1. Reduce the fees to CSI to a fair amount. For example, a training fee of $4.00 per seat; 2. Retroactively credit CSI the difference between the $10.00 per seat they have been charged since December 1, 2011 and the recommended fair price of $4.00 per seat; 3. Institute an accurate method to track the boat usage between GVYRS and VCRC;

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4. Refrain from entering into an exclusive boat usage contract with VCRC, or alternatively clearly define and regulate the requirements for rental including maintenance, that allow VCRC the equal number of seats used by GVYRS in the high school rowing league. The reciprocal seats must be used for training only, not regattas; 5. Determine a fair and equitable way to allocate boats between CSI and other school clubs for regattas. VCRC should not receive priority usage at competitions. Based on clear wording in the GVYRS constitution, schools should receive priority usage at regattas over a private club that has its own equipment; 6. Send a detailed letter to the parents and members of CSI and all other school rowing programs to communicate how the GVYRS Board will include these members equitably and fairly and represent the needs of these school athletes as they would any other member of GVYRS; 7. Evenly distribute the required fees to all the members and users of GVYRS equipment; 8. Consider engaging an accredited auditor to conduct an independent audit of GVYRS as part of their due diligence as trusted board members.

10 Conclusion   The directorship of GVYRS appears to have been making well-intended decisions inconsistent with their constitution and based on incorrect information. These decisions have jeopardized the high school rowing program, especially as they relate to rowing academies. GVYRS’s singular and focused commitment to VCRC predicated on the notion of equality of boat use has left GVYRS and its Directors open to serious criticism and potentially negligent behavior. It is evident from the information that has been provided in this report that VCRC and GVYRS are not in a quid pro quo relationship. VCRC uses somewhere between 4,513 and 14,912 more seats in GVYRS boats than does the high school rowing program. I was unable to define this range more precisely because there are no standardized formula or data collection protocols in place. If we use the most accurate data we have which is from the log book at the Elk Lake boat house, the number is closer to 6,700 seats. In other words, VCRC is using 6700 GVYRS seats and high school rowing programs, specifically the CSI program, are covering the cost. The conclusions contained within this report are summarized here as follows: Conclusion #1: Based on the language and intent of the GVYRS constitution, the exclusive priority boat usage contract with VCRC dated from December 1, 2011 to August 31, 2012 is unconstitutional. If VCRC needs to rent boats for competition at regattas, VCRC use should be prioritized behind any high school rowing program.

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Conclusion #2: The boat house log book data, chart provided by VCRC staff, and estimated theoretical numbers generated for this review, show that a quid pro quo relationship between GVYRS and VCRC is theoretical and does not exist in practice. Conclusion #3: A fair pricing policy for all users of GVYRS boats is nonexistent and needs to be addressed. CSI athletes appear to be subsidizing VCRC rowers. Pricing must be developed in an equitable and transparent manner. VCRC has been receiving the use of GVYRS equipment for free for years. The value of this free usage is between $45,130 - $149,120 annually. Conclusion #4: Directors of Societies can be held personally liable for negligent decisions. Continuing to hand over the assets of GVYRS to VCRC, thereby limiting the rights, opportunities and privileges of GVYRS members, could be seen to be negligent and in direct conflict with the fiduciary responsibilities of the directors of GVYRS.

11 Supporting  Documents   Due to the large volume of material, copies are not attached to this report. They have been delivered to your offices and placed in your mailbox.