Port Board Drops Year’s Worth of Minutes

I checked the Port of Sydney web site this week and did a spontaneous jig of joy around the old control center (which is what I call my office since I added the second desk and the map of the world): they’ve posted a whole year’s worth of board meeting minutes! O frabjous day! Callooh! Callay!

Sorry for breaking into nonsense there, but it’s the only reasonable response to the Port of Sydney Development Corporation’s idea of “transparency.” Once a year, having carefully scrubbed them to remove any material deemed “confidential,” they quietly post a year’s worth of minutes on their web site, tucked away in the “Business Development” section under “Documents and Media.”

Of course, they don’t post all the minutes — there are none from the December 2016 AGM, for instance — and since we don’t know when or how often they meet, we can’t be sure they haven’t withheld others.

To add to the fog, this is the interim or, as I like to think of it, “fake” board we’re talking about — that clubby little collection of Mayor and councilors who aren’t allowed to be on the real port board but who have been allowed to sit on the fake board since April 2015.

 

Hindsight

So, what has fake board been up to since last we were permitted a peek at its inner workings? All kinds of hijinks.

During the 30 March 2016 meeting, for instance, board chair and CAO Michael Merritt moved that Mayor Cecil Clarke (who wasn’t in attendance) be appointed Vice Chair, Bernadette MacNeil (marketing and development manager for the Port of Sydney) be appointed Secretary and Marlene Usher (Port of Sydney CEO) be appointed Treasurer.

 

According to the PSDC Articles of Association, the Treasurer, Secretary and Vice Chair are all officers of the company to be elected by the directors “from their number” during the Annual General Meeting.

 

Bernadette MacNeil is not a director of the PSDC board nor is Marlene Usher. (She is listed as one on the Port’s web site but that simply can’t be: the Articles of Association specify the CEO is not a director, and even the “nothwithstanding” clause constituting the fake board doesn’t list the CEO as a director.)

 

And rather than making these appointments in public at the AGM on March 12, the board made them in secret, at a meeting held 18 days later, an action that does not scream, “What were are doing here is totes legit.”

Moreover, the Port of Sydney listing in the NS Registry of Joint Stock Companies doesn’t mention a Vice Chair, Secretary or Treasurer. In fact, it still lists former District 8 Councilor Kevin Saccary and District 9 Councilor George MacDonald as directors (they aren’t) and doesn’t list Deputy Mayor Eldon MacDonald as a director (he is). Companies have two weeks from the time they make changes like this to report them to the Registry, so the Port of Sydney is breaking the rules for doing business in Nova Scotia.

I asked a lawyer with experience in corporate law whether calling the positions “recording secretary” and “treasurer to the board” instead of “secretary” and “treasurer” somehow made this kosher and he said a “subtle change in the titles” meant nothing and that appointments made after the AGM would be “ineffective” if the Articles of Association called for them to be made during the AGM. (There is an allowance for making such appointments outside the AGM in the case of a vacancy, but that’s hardly what happened here.) And there remains the fact that neither MacNeil nor Usher is a director, so according to the Articles of Association, neither can be an officer.

Is the answer that fake board is allowed to do whatever it wants? It sure looks that way.

 

Aids to navigation

Another thing fake board has been doing, with bells on, is spending public money. They had the Assumption Fund (which holds monies left over from the Sydney harbor dredge) down to $1.4 million as of the February 2017 board meeting (it had contained $2.5 million when it was established in 2014).

As explained in the minutes from the 12 March 2016 AGM:

Development costs to date this year were categorized as they relate to consulting, legal and engineering fees, and totaled $493,000.

The source of funds to support port development comes from a $493,000 transfer from the Assumption Agreement.

The monies in that trust fund were earmarked for three very specific purposes (including navigational aids) and I’ve long wondered who gave the Port board permission to spend them on “business development.” Somebody else apparently wondered too — or else Michael Merritt was uncharacteristically moved to offer unsolicited information — because he addressed the issue during the board’s 30 March meeting:

Mr. Merritt referenced the Minutes from a meeting with the Atlantic Canada Opportunity [sic] Agency, (ACOA) whereby agreement was reached to dissolve the Oversight Committee affiliated with the Dredge Project and to authorize the reallocation of remaining funds to the Port of Sydney Development Corporation for other projects.

This is news to me because I asked ACOA spokesperson Alex Smith in September 2016 if the PSDC had permission to spend money from the Assumption Fund on business development and he replied in an email dated 14 September 2016:

Since the dredging of the Sydney harbour was completed in 2014, there have been unanticipated cost increases related to navigational aids.

Discussions surrounding navigational aids continue between all partners involved in the project.

Partners are also reviewing how the monies can best be allocated in support of future growth and development of the Port of Sydney facilities.

ACOA may still have been “reviewing how the monies can best be allocated” in September 2016, but the PSDC board had already spent $493,000 and earmarked another $420,000 to be spent in 2016/17. As the 21 February 2017 minutes note:

The Business development accounts were referenced by Ms. Usher with explanation [sic] that associated expenses were to cover the Greenfield site and such things as consulting fees relating to harbour development. These expenses are offset by revenue brought in from the existing trust fund. The trust fund has a current balance of approximately $1.4 million.

I am very curious to see who will have control over the Assumption Fund now that the CBRM has taken back responsibility for all things container port.

 

Marketing money

And speaking of money: remember that $500,000 then-federal Transport Minister Lisa Raitt promised the Port in July 2015 for “marketing” itself as part of the “Atlantic Gateway?”

At the time, the Cape Breton Post explained that the funds were to be matched by a whole slew of other outfits:

Another $500,000 will come from the Cape Breton Regional Municipality, the province, the Port of Sydney Development Corp. and Business Cape Breton.

The CBRM’s share is $215,000, and Mayor Cecil Clarke said the total $1 million in funding will be used to market the port over the next three years.

“This funding from the federal government completes a cost-sharing partnership that will take our marketing efforts to the next level,” Clarke said in a release.

Well, eight months later, Merritt and Usher were telling the board that they had a “tentative funding contract” which was “still in negotiation” for a “50% contribution of Transport Canada towards an estimated $1 million marketing project.”

When the matter comes up again — 11 months after that, in February 2017 — board members have to be reminded what it is they’re talking about:

Reference was then made to the Transport Canada Marketing Fund, with a reminder to the Board of that being the marketing monies announced by then, [sic] Minister Lisa Raitt, some time back. Ms. Usher provided explanation [sic] on the eligible expenses under specific projects for a 50% cost recovery. The discussion led to the following:

ACTION: That Marlene Usher provide the board with an overview of the Transport Canada contract with a summary of its criteria and the eligible expenses.

Sadly, that overview will probably be scrubbed from the minutes of some future board meeting.

 

Real board

All this news about fake board may have you wondering how the process of choosing real board is going.

Merritt reported in February 2017 that he’d received a paltry 17 applications for the actual port board. Fake board decided the names would not be disclosed until the candidates were accepted. Then, although they’ve had since 1 April 2015 to get ready for this transition, fake board agreed that Merritt should consult with lawyer Jim Gogan to determine “what is dictated in the Articles of Association as it related to adoption of Directors on the Board.”

(If I’m reading the Articles of Association correctly, the new directors will not all be appointed at once — they’re to serve “staggered” terms with the interim directors resigning as the new one are appointed, so fake directors will be with us even after real board is established.)

I guess we should be glad Merritt is at least pretending to care what is “dictated” by the Articles of Association but it makes you wonder where this concern was when he was busy appointing a Vice Chair, Secretary and Treasurer?

 

Cruise Liaison Committee

In July 2013, Mayor Clarke suggested there would be “value to having community based individuals assist with cruise-related issues at a committee level.”

The board then agreed with the Mayor that the best way forward would be to have “port staff choose the committee members and circulate to the Board of Directors along with terms for approval at the next meeting.”

If any of this happened, it was either not recorded in subsequent meeting minutes or edited out as “confidential” by whoever it is that determines what is “confidential.”

 

Miscellaneous

Here are some of the other things the fake Port of Sydney Development Corporation board has accomplished in the past year:

13 July 2016

• Voted (unanimously) to solicit an independent consultant to undertake a study on the economic impact of a container terminal.

21 February 2017

• Adjusted wages and salaries at the Port as per Marlene Usher’s recommendation “that some positions are lower than industry standards based on research.”
• Heard that, “although work-loads are expected to increase due to the heavy cruise season, the plan is not to hire new employees but rather to hire four students.”
• Heard from Marlene Usher that “the fee quoted for [InterVista] to make a presentation on the results of the Economic Impact Study regarding the container terminal” would be $3,300 plus HST by video conference or $12,000 in person. Accepted the Mayor’s recommendation that Usher ask InterVista to present in person at Port Days but “negotiate for a lesser fee.” [Oh Donald Trump, you have a lot to answer for…]
• Discussed “the need to address office space and the best way to proceed on the relocation of the office.” Decided that “this item be deferred for future discussion.”

All these cliffhangers from that February 2017 meeting — will they hire four students? How much will they pay InterVista to appear at Port Days? Are they going to relocate the office? Where to? At what cost? — will be answered in February 2018, when, in the name of transparency, the Port of Sydney again makes public a year’s worth of board minutes.

 

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