AMALGAMATION UPDATE SNAP = SACA + NACA + ACF + PCA May 2017 AGENDA • • • • • • • • • Introduction Current state Case for Change – Why Amalgamate Governance Review Strategic Plan Review Operation Update Financial Update Forward Plan Questions & Discussion INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 2 INTRODUCTION What is the SNAP committee? SNAP is a committee that is represented and equally funded by the four curling associations in Alberta – Southern Alberta Curling Association (SACA), Northern Alberta Curling Association (NACA), Peace Curling Association (PCA), and the Alberta Curling Federation (ACF). The committee was established in early 2015 to investigate and recommend a new structure for one governing body for curling in Alberta. INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 3 SNAP COMMITTEE MEMBERS Who is on the committee? SACA: Curtis Fairhurst (chair) Bill Paterson • 9 Member Board NACA: Ted Appelman Brad Gibb • 8 Member Executive Board • 16 Member zone conveners ACF: Joan Westgard Brenda Asmussen PCA: Bob Cooper Dan Kleinschroth • 12 Member Board • 9 Member Board INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 4 CURRENT STATE – ASSOCIATION BOUNDARIES ACF Jurisdiction NACA Jurisdiction PCA Jurisdiction SACA Jurisdiction Region Clubs Sheets SACA 68 294 NACA 94 405 PCA 21 <100 INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 5 CURRENT STATE – CHALLENGE OF CURRENT HIERARCHY • 4 different organizations with different directions and focuses. • Inconsistent playdown structures. • Inconsistent execution of services province wide. • 4 budgets with 4 income streams and 4 sets of expenses. • A unified voice to stakeholders can be challenging INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 6 CASE FOR CHANGE – FORCES DRIVING CHANGE Growing & Ethnic Diverse Population Financial Viability of Clubs Aging Demographics of Curlers Time Pressures on Families Economic Growth (+/-) Increased Competition for Recreation / Entertainment Rising Energy Costs Growing (+/-) TV Coverage Curling Canada Business Focus Technology, Liabilities & Regulations Diverging Interests Competitive & Recreation Curlers INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 7 BENEFITS OF A NEW HIERARCHY • A single unified direction to grow and support clubs and curlers! – Including a provincial Strategic Plan • One unified voice to Curling Canada, clubs, curlers, and other stakeholders • Consistent policies and rules. • Consistent playdown structure. • Consistent execution of services. • A single provincial budget. – With financial benefit from operational efficiencies. INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 8 KEYS TO SUCCESS INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 9 CURRENT GOVERNANCE STRUCTURE • Clubs are members of a Regional Association. • The Regional Associations are members of the Alberta Curling Federation. • The Alberta Curling Federation is a member of Curling Canada. • Each organization has its own board (54 current board positions available). INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 10 POSSIBLE NEW BOARD OPTIONS • 2 types of governance models considered: • Competency based (no geographical representation) • Representational (geographic representation) • SNAP Recommendation: Representational INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 11 PROPOSED GEOGRAPHICAL AREAS SNAP Committee recommends a representational board based on 8 Geographical Areas (GA). WHY? • Aligns with the boundaries of Alberta Sport Connection • Clubs and curlers will still feel a ‘local’ connection to the board • Board members expected to be visible and engage with the clubs within their GAs INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 12 PROPOSED BOARD SETUP • 12 person board – Minimum 1 Director from each Geographical Area (GA) - 8 Directors – Additional 4 Directors from any GA – Maximum 2 Directors from any GA • Executive – President, Past President, VP, Finance – Term of president to be 2 years • 3 year terms – Max of 2 terms – Minimum of 1 year off the board before running for a position again • All member clubs may vote the Board members in at AGM – The GAs do not assign or appoint their representatives INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 13 PROPOSED BOARD STRUCTURE 1 Provincial Association 12 board members President Executive Director Club Services & Grassroots Juniors &Director New Finance Curlers Past President Vice President Director Playdowns & High Perf Director Juniors & New Curlers Director Special Events Director Technical Director at Large Director at Large Director Marketing clubs curlers INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 14 PROPOSED ORGANIZATION STRUCTURE 1 Provincial Association (Alberta) 12 board members as described in previous slide Executive Director Support Staff Areas of Focus Actual resources to support each area not determined at this point Club Services & Grassroots High Performance Playdowns Juniors & New Curlers Technical Special Events Sponsorship Marketing Funding Staff & Directors & Volunteers INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 15 WHO ARE VOTING MEMBERS TODAY? SACA Voting Members • Affiliated clubs • Directors • Honorary Members & Past Presidents NACA Voting Members • Affiliated clubs • Directors PCA Voting Members • Affiliated clubs • Honorary members • Directors ACF Voting Members • Regional Associations • Affiliated clubs (Must be in good standing with Regions) • 2 Player Reps INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 16 PROPOSED MEMBER DEFINITION » Any affiliated curling club • within the current boundaries of the Alberta Curling Federation • has paid affiliation fees to the Association during the current curling season • represented by any adult member in good standing of the affiliated club INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 17 STRATEGIC PLAN What is a strategic plan? 3-5 year plan focused on priorities for the future Included in the strategic plan: • Analysis of Current and Future State • Vision, Mission and Values • Strategic Priorities • Objectives, Goals, Strategies, and Actions INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 18 STRATEGIC PLAN • Intent: To give the new organization a running start on what is critical for success. Specifically: what does the organization need to get right? • Objectives – To create vision, mission and values statements that provide aspirations for the new organization – To identify strategic priorities critical for the success of the new organization – To develop goal, strategies and potential actions to address the strategic priorities INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 19 STRATEGIC PLAN REVIEW – CURRENT STATE INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 20 PROPOSED VISION & MISSION • Vision – “Alberta Curling” is recognized as the leader in governing and growing the sport of curling in Alberta • Mission – Grow, promote and govern the sport of curling in Alberta INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 21 VALUES • Transparent: We are transparent, open, honest and accessible in • • all our activities Inclusive: We are inclusive and non-discriminatory to all who wish to participate Respect: We show respect by collaborating, communicating, and cooperating with all individuals, members, partners, sponsors and other stakeholders Integrity: We operate on a basis of integrity, truth and trust • • Innovation: We strive for creativity and innovation as part of a • dynamic organization High Standards: We operate only to the highest personal and professional standards in all relationships, programs and events INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 22 STRATEGIC PRIORITIES • • • • • • Supporting Clubs and Curlers Financial Viability Governance Relationship with Sponsors & Partners Communications Managing Data INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 23 OPERATIONS REVIEW • SNAP recognizes the need for a continued local connection to clubs. This means a presence in Calgary, Edmonton, and Grande Prairie will continue. • Head office will be in Edmonton as there are synergies with other Provincial Sporting Organizations and the Government of Alberta. • Rent at the current ACF is free. • No change for playdowns in transition year. INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 24 THE CURLING CYCLE INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 25 STRONG FINANCIAL POSITION • The combined assets of all four associations puts the new organization in a strong financial position. • Liabilities are minimal, and are mostly deferred income from Casinos and programs. * Data Used: ACF, SACA, NACA 2016 Annual Financial Summaries, PCA 2017 account balances. INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 26 INCOME & EXPENSE REVIEW • There are significant savings potential through operational efficiencies: – – – – – Moving NACA staff to the free ACF office space. Only one professional fees (example: accountant). Only one website to maintain. Less director costs (going from 54 directors to 12). Less meeting costs. • As a single organization, we can only qualify for 1 casino per cycle. – However, operational savings will more than offset this income loss. • There will be some deficit to manage going forward Combined Income Item Affiliations $ 149,014.88 Playdowns $ 164,009.00 Education $ 142,264.00 Misc $ 48,265.00 Government Grants $ 181,200.00 Sponsorship $ 194,018.00 Casino $ 115,568.67 TOTAL $ 994,339.55 Combined Expense Affiliations to CC $ 66,014.00 Playdowns $ 286,287.48 Education $ 198,784.50 Administration $ 642,906.63 TOTAL $ 1,193,992.61 NET DEFICIT $ INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS (199,653.06) 27 FORWARD PLAN – AMALGAMATION PROCESS Societies Act permits 2 possible options to unify: • Option 1: Dissolution of all 4 associations and creation of a new entity – Disburse all assets – Renegotiate all contracts • Option 2: Amalgamation into a new single entity going forward – Consolidate all assets – Retain all contracts • Amalgamation - simplest and safest approach INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 28 FORWARD PLAN – AMALGAMATION PROCESS We will need to provide to the membership an Amalgamation Agreement to be voted on. This Amalgamation Agreement must include: 1. 2. 3. 4. The name of the Amalgamated society. The objects of the Amalgamated society. The proposed registered address of the Amalgamated society. The names and addresses of each of the proposed directors of the amalgamated society. 5. The proposed bylaws. 6. The terms and means of effecting the amalgamation. 7. Any other matters that may be necessary to provide for the subsequent management and operation of the amalgamated society. INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 29 AMALGAMATION APPROVAL • Requires a special resolution to be passed by ALL 4 associations. • Requires 75% approval of those eligible to vote. – MUST BE PRESENT (NO PROXIES) FOR SACA, NACA, and PCA. Proxies allowed for ACF. • Each organization has a different definition of who is eligible to vote. • Legal advice received on how to execute this special resolution vote. • Potential timing of vote – during 2017/18 season. INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 30 SUMMARY - BENEFITS OF A NEW HIERARCHY • A single unified direction to grow and support clubs and curlers! – Including a provincial Strategic Plan • One unified voice to Curling Canada, clubs, curlers, and other stakeholders. • Consistent policies and rules. • Consistent playdown structure. • Consistent execution of services. • A single provincial budget. – With financial benefit from operational efficiencies. INTRODUCTION – CURRENT STATE – WHY AMALGAMATE - GOVERNANCE - STRATEGIC - OPERATION - FINANCIAL - FORWARD - QUESTIONS 31 QUESTIONS & DISCUSSION 32
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