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PO Box 297 • Pickering, ON • L1V 2R4 • www.youthscience.ca • tel: 866.341.0040 • fax: 866.613-2542 April 16, 2017 Dear Youth Science Canada Member: I am pleased to make this package of material available to you in preparation for the Youth Science Canada Special General Meeting (SGM) of Members on Tuesday, May 16 in Regina, Saskatchewan. The items available for download with this letter are important, as you (or your designate) will be voting to elect by acclamation four (4) candidates to the Board of Directors for a three (3) year term. Please review all the items in the SGM package. If you cannot attend in person, please submit your proxy by the date indicated. If you represent a Youth Science Canada-affiliated regional science fair, but are not attending CWSF 2017 yourself, please forward the materials to the Delegate who will be in Regina. Voting membership for the May 2017 SGM closed on April 16, 2017. Please note that new or renewing members registering after that date are not eligible to vote at the Special General Meeting in Regina. A list of eligible voting members will be available at the Youth Science Canada office at the University of Regina during the Canada-Wide Science Fair. The Canada Corporations Act, Part II – the Act under which Youth Science Canada is currently incorporated – requires that the organization’s Annual General Meeting (AGM) be held no later than six months after the close of the fiscal year. For Youth Science Canada, this means before December 30. In accordance with this requirement, the 55 th AGM was held on Saturday, December 10 th , 2016 via teleconference. Because few Members are able to attend the AGM in person, the business of the AGM is restricted to that required by law – acceptance of the audited financial statements and appointment of the auditor. At the December meeting, the 2016 audited financial statements, which were sent to all Members in November, were accepted and the firm of Deloitte was reappointed as auditor for the 2017 fiscal year. Youth Science Canada is required to conduct all other AGM-type business at a Special General Meeting of Members each year at the Canada-Wide Science Fair. Detailed information on the 2017 SGM is included with this letter – notice of meeting, agenda, proxy ballot, and information on the candidates for the Board of Directors. Thank you for your continued support of Youth Science Canada. If you are able to join us at the Canada-Wide Science Fair and the SGM in Regina, I look forward to speaking with you. Sincerely, Trevor Maguire Chair, Board of Directors

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Page 1: Canada Corporations Act, Part II - Canada-Wide …youthscience.ca/sites/default/files/sgm17_memberpkg.pdfI have significant experience in board level governance and have an excellent

PO Box 297 • Pickering, ON • L1V 2R4 • www.youthscience.ca • tel: 866.341.0040 • fax: 866.613-2542

April 16, 2017 Dear Youth Science Canada Member: I am pleased to make this package of material available to you in preparation for the Youth Science Canada Special General Meeting (SGM) of Members on Tuesday, May 16 in Regina, Saskatchewan. The items available for download with this letter are important, as you (or your designate) will be voting to elect by acclamation four (4) candidates to the Board of Directors for a three (3) year term. Please review all the items in the SGM package. If you cannot attend in person, please submit your proxy by the date indicated. If you represent a Youth Science Canada-affiliated regional science fair, but are not attending CWSF 2017 yourself, please forward the materials to the Delegate who will be in Regina. Voting membership for the May 2017 SGM closed on April 16, 2017. Please note that new or renewing members registering after that date are not eligible to vote at the Special General Meeting in Regina. A list of eligible voting members will be available at the Youth Science Canada office at the University of Regina during the Canada-Wide Science Fair. The Canada Corporations Act, Part II – the Act under which Youth Science Canada is currently incorporated – requires that the organization’s Annual General Meeting (AGM) be held no later than six months after the close of the fiscal year. For Youth Science Canada, this means before December 30. In accordance with this requirement, the 55th AGM was held on Saturday, December 10th, 2016 via teleconference. Because few Members are able to attend the AGM in person, the business of the AGM is restricted to that required by law – acceptance of the audited financial statements and appointment of the auditor. At the December meeting, the 2016 audited financial statements, which were sent to all Members in November, were accepted and the firm of Deloitte was reappointed as auditor for the 2017 fiscal year. Youth Science Canada is required to conduct all other AGM-type business at a Special General Meeting of Members each year at the Canada-Wide Science Fair. Detailed information on the 2017 SGM is included with this letter – notice of meeting, agenda, proxy ballot, and information on the candidates for the Board of Directors. Thank you for your continued support of Youth Science Canada. If you are able to join us at the Canada-Wide Science Fair and the SGM in Regina, I look forward to speaking with you. Sincerely,

Trevor Maguire Chair, Board of Directors

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PO Box 297 • Pickering, ON • L1V 2R4 • www.youthscience.ca • tel: 866.341.0040 • fax: 866.613-2542

Notice of Special General Meeting Notice is hereby given that a Special General Meeting of Members of Youth Science Canada – Sciences jeunesse Canada will be held in the: Education Auditorium 106 University of Regina EA, Main Campus, 3737 Wascana Parkway Regina, SK on Tuesday, May 16, 2017 at 8:45am for the following purposes: 1. to receive reports; 2. to elect Directors for Youth Science Canada; 3. and to transact such further and other business as may be properly brought before the

meeting. I am pleased to make this package of material available to you in preparation for the Youth Science Canada Special General Meeting (SGM) of Members. Members who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and return it to Youth Science Canada. To be effective, the completed proxy must be received by email, fax or postal mail at Youth Science Canada before 5:00pm, Wednesday, May 10, 2017 or delivered by hand to the Youth Science Canada office (University of Regina) at the Canada-Wide Science Fair by 5:00pm, Monday, May 15, 2017. By order of the Board of Directors

Trevor Maguire Acting Executive Director

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PO Box 297 • Pickering, ON • L1V 2R4 • www.youthscience.ca • tel: 866.341.0040 • fax: 866.613-2542

Agenda

Special General Meeting

Tuesday, May 16, 2017, 8:45-9:45am

Education Auditorium 106 University of Regina

EA, Main Campus, 3737 Wascana Parkway Regina, SK

1. Chair’s Welcome

2. Reports a. Scrutineer b. Chair (Board’s Progress and Achievement) c. Approval of Minutes (SGM May 2016) d. Treasurer – Financial e. Nominating Committee

3. Election of Officers

a. Review of Nominees b. Election by Acclamation

4. Board Service Recognition

5. Other Business

a. Members’ Feedback

6. Adjournment

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Candidates for Election to the Board of Directors – 2017 Dear Member, In accordance with the bylaws, the Board of Directors must comprise of a minimum of eight (8) members. There are four (4) elected Director positions available this year. The Nominating Committee is pleased to present four (4) qualified candidates for election. Other members may be appointed to the Board in order to fill certain skill sets provided they are able to fund travel and Board expenses independently. The candidates below have met the criteria required for nomination. Each has provided the required information, including the information printed below. We thank each for their effort and commitment to date. A brief profile, written by the Nominating Committee, and statement from each nominee follows in alphabetical order by last name. Dr. C. David Desjardins – Chief Executive Officer – Science East David Desjardins taught at the Université de Moncton after earning his PhD in Fluorine Chemistry from University of New Brunswick (1976) and completing a postdoctoral fellowship at Glasgow University. Subsequently, as Department Head of Process and Environmental Technology at the NB Research and Productivity Council (RPC) he managed R&D and industrial services in areas such as air quality, electrochemistry and mineral processing. At RPC, David founded an electrochemistry group which developed rechargeable lithium batteries for NBTel and the Department of National Defense. His work at RPC led to over 17 patents. In 1994 he started his own consulting company, DRD Services Inc., which provided technical expertise primarily in mineral processing and semiconductors. David became involved with Science East as a volunteer in 1998 and became President/Board Chair in 1999. In 2001, he became its 1st Executive Director on a part-time basis, becoming full-time in 2004. Under his stewardship, Science East established the current science centre facility in Fredericton, NB. David has built the organization into a solid operation with an annual operating budget of over $850,000 and an eight person staff. In 2005, Science East became the lead organization for regional science fairs in New Brunswick and David is New Brunswick’s Provincial Representative at the Canada-Wide Science Fairs. David was also co-chair of CWSF 2015. He is also currently the Past-President of the Association of Heritage New Brunswick, the Returning Officer for Elections Canada (Fredericton), and a Trustee of the Canadian Science and Technology Museums Corporation. Jeff Hoyle, Ph.D - Dalhousie University I have been involved with science fairs at the local, regional and national level since 1986 (judge, regional committee member and delegate). Over a period of 30 years I have extensive volunteer service for a wide range of sport and service organisations. I have significant experience in board level governance and have an excellent working knowledge of organisational policy and procedure. I have been chair and/or vice-chair of numerous committees including vice-chair of Dalhousie Senate (2013-present) and have either led or been a member of the leadership team of many groups

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including national judging for YSC, Dalhousie Senate Executive, Soccer NS Board of Directors and as a union negotiator. I have a Ph.D. in Chemistry and a B.Ed. from Dalhousie University. If elected to the Board I would serve my term with dedication and would work toward the best interests of the organization. Steve Karrel As an educator of 30 years and being involved with various organisations specifically dedicated to student learning and science related activities, I believe I can bring knowledge, experience, passion and energy to the Youth Science Canada Board. Working on the local regional committee, a Canada Wide Host Committee as Co-chair and as a CWSF Delegate for many years allows me to bring the “local” perspective to the Board. Having previously served on the YSC Board and also the National Science Fair Committee allows me to bring some useful national-level experience to the table, as well. I believe in working co-operatively and collaboratively to achieve consensus in decision-making and I think that the abilities and experience that I possess will allow me to bring useful ideas and perspective to the YSC Board. Alastair Komus I have a scientific background having completed my bachelor and master degrees in mechanical engineering from the University of Manitoba. I am also currently pursuing a master in space studies degree from the University of North Dakota. This is a multi-disciplinary program that provides exposure to both the social and technical aspects of space. I have completed courses in Space Politics and Policy and the Public Administration of Space that provide insights in terms of the policy aspect of technology development. Since 2006 I have been a member of the Manitoba Schools Science Symposium (MSSS) planning committee, including six years as co-chair. In 2012 I joined the MSSS board of directors and recently led an initiative to write a new constitution for the organization. I have also updated the MSSS sponsorship package and been active in cultivating relationships with new and existing sponsors. I have been activity involved in Youth Science Canada activities since 2008. I have attended the Canada-Wide Science Fair five times as a delegate and was the Volunteer Coordinator for the 2009 host committee in Winnipeg. I also served a three year term on the executive of the National Science Fair/Policy Advisory Committee. Additionally, I have served two years as a member on the Board of Directors for the Manitoba Theatre for Young People. I am a member of the Governance and HR subcommittee with active roles in board recruitment, HR policy review, and performing a review of the constitution. I have also recently become a member of the Development subcommittee focusing on raising new funds for the organization. For the past eleven years I have worked at the Composites Innovation Centre (CIC) in Winnipeg, the last seven years as the Principal Engineer for the Ground Transportation and Design sector. Besides the technical aspects of the job, I act as the project manager for many of our activities. Responsibilities as a project manager include client negotiations, contract preparation, budgeting, scheduling, and resource tracking. As the Principal Engineer, I am responsible for developing design and analysis standards for the company and reviewing and supervising the technical work of a group of six other technical staff. My employment at CIC has also provided me the opportunity to develop and present training seminars to high school and university students, as well as industry professionals. Through my employment at CIC I have made connections with engineering organizations and businesses across Canada that may prove to be valuable for opening new sponsorship opportunities for YSC.

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Special General Meeting – May 16, 2016 Page 1 of 5

Youth Science Canada Special General Meeting

Monday, May 16, 2016 @ 10:45am

New Residence Hall, 3625 Av du Parc, McGill University Montreal, Quebec

DRAFT MINUTES

Meeting Chair: Malcolm Butler, Chair of Board, Youth Science Canada Meeting called to order at 10:56am.

1. Chair’s Welcome – Malcolm Butler • Welcome everyone. Thanks for attending. • 4 Board Members are present:

o Malcolm Butler – Chair o Jamie Parsons – Vice-Chair o Najib Hayat – Treasurer o Brian Le

• Other members who are on the Board but couldn’t be here but send their best regards are:

o Jennifer Gerritsen – Secretary o Gorick Ng o Bob Thirsk o Alison Thompson

• Minutes taken by Lori Murray. • Board available to chat throughout the week if you have any

questions or concerns. • Board is policy governance Board, works with ED. • Working on financials with ED.

2. Reports

• Scrutineer – Dan Bowman o I wish to table the scrutineers report indicating 105 members

present and 12 represented by proxy totaling 117 members. A quorum is present to conduct the business of the Special General Meeting. (15 voting members present in person or by proxy must be in attendance for quorum.)

• Approval of Minutes o MOTION to accept: Trevor Maguire, Western Manitoba

2nd by Rhonda Roedler, Central Alberta Unanimous to accept minutes CARRIED

• Treasurer – Najib Hayat Financial Review Process

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Special General Meeting – May 16, 2016 Page 2 of 5

o Deloitte Touche Tohmatsu Limited (Deloitte) audited the financial statements for the year-end June 30, 2015 prepared by management.

o The Board received and reviewed the draft financial statements on November 7, 2015.

o Deloitte provided an qualified audit opinion on the financial statements consistent with what many other charitable organization are provided.

o One concern was the deficit, which had increased due to a decrease in revenue, as a result of a reduced sponsorship.

o It is acknowledged that significant strides were taken in addressing this, the auditor is obligated to include this in a section on “Going Concern” and “Emphasis of Matter”.

o Deloitte continued to express their appreciation for Management and the staff’s assistance on the overall audit process.

o Deloitte advised that this continued to be a very smooth audit.

2015 Financial Statements Bottom Line o Deficit of $90,000 for 2015 fiscal year, but carried forward

effects of deficit of $27,000 from 2014 – this is not sustainable. Impact this Year o Largest budget component is CWSF, so that is where the impact

felt (reduction of prize monies, etc.). o Continue to actively review all expenses in order to save costs. o Even board costs, while modest, were significantly reduced –

Board members paying own way whenever possible (long history of this).

2016 CWSF Budget - not including travel plan or local host activities o Approximately $1 Million (revenue roughly 30% in sponsorship). o Very few donations not related to sponsorship. Going Forward o New to diversify funding. o Revenue from philanthropy, admissions, event fees, merchandise

all needs to be part of the mix. o THERE IS A NEED TO EVOLVE. o Malcolm noted that we need to find new sources of revenue and

this is a major concern to all the Board.

• Nominating Committee – Jamie Parsons on behalf of Jennifer Gerritsen o Thanks to the committee: Malcolm Butler, Alison Thompson, Dan

Bowman (Bay Area – member at large), Brad McCabe and Jennifer Gerritsen (Chair).

o The Call for Nominations was sent out on Feb 16, 2016, inviting the membership to nominate individuals for election to 3 available Board position.

o In total, 10 candidates were contacted and/or considered running for the Board, including 3 incumbent directors who were

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Special General Meeting – May 16, 2016 Page 3 of 5

eligible for a 2nd term. Response to our targeted recruitment was positive and we soon had 7-8 interested candidates, so at that point we pulled back on recruitment efforts.

o Since we do not have an in-person address at the SGM, the committee recognized the importance of in-person communication in getting an overall sense for a candidate, ad we completed short telephone interviews with the new candidates. So far, this has proven useful especially for allowing the Candidates to get a better idea of the commitments and practical experience of being on the YSC Board, and for some informal insight into the Candidate.

o Six candidates committed and completed their written applications by the March 17 deadline. A short factual profile for each candidate was prepared by the Nominating Committee and confirmed by the Nominee. The Nominees provided a statement of up to 150 words and a response to the key skill set being sought for the Board this term. These were provided in the SGM package sent to the YSC membership and in the slides presented at the SGM.

o The nominees for election to the 3 available Board positions are: 1. Trevor Maguire 2. Raylene Marchand 3. Gorick Ng 4. Shawn Sanderson 5. Uzma Urooj 6. Debbie Wang

o The Nominating Committee finds these are all qualified candidates. We are very pleased to present these exceptional nominees to the membership t the 2016 Special General Meeting in Montreal.

o Respectfully submitted, Jennifer Gerritsen, Chair

3. Election of Officers – Malcolm Butler • Upon arrival at the SGM, each region was given 1 ballot. • A review of each candidate was presented. • Please fill out the ballot and put into the box on the table at the front

of the room. • Completed and lead scrutineer took box to count ballots.

4. Other Business – Malcolm Butler

• While ballots are being counted, a few announcements: i. Provincial Meeting today at 2pm, Douglas Hall Cafeteria ii. Always be sure to check emails this week. iii. Lunch today is at McConnell Arena, not Molson Stadium.

• Q&A i. Q: Susan Martin, South Fraser - Prize money to students –

is this going to be restored? A: Board wants to back too and this is a very high priority.

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Special General Meeting – May 16, 2016 Page 4 of 5

ii. Q: Steve Davis, Zone Rep – With the new Canadian government, would this mean any new funding? A: New discussions are ongoing with ED. ED is meeting with new science MP. Different conversations are happening with different people which is good news.

iii. Q: Barbara Worth, Toronto – Is the Provincial Meeting this afternoon only for Provincial Reps? A: Yes

iv. Q: Roger Dumont, Fundy – As a first time delegate, very impressed with the fair so far. A suggestion as never heard of CWSF before this week, is there a video available? Are there available prizes from Top 20 Under 20? Where did these come from – usually CWSF? Never is there a connection from CWSF first. A: Brad – video does exist from Lethbridge and it will be made available. Q: Is there a Montreal video? A: Alumni are coming from Calgary to shoot a video for YSC.

v. Q: Andrika Tittenberger, MSSS – What is the plan to for the deficit? A: Board plans to increase sponsorship. Looking at where, who to contact, be more active from the Board to help the ED.

vi. Q: Tara Vanderveer, FLASF – First time delegates, are there other ways to fund prize? Internship? A: Yes we do have Special Awards and some of them give internships as the prize.

• Reni Barlow received the Lifetime Membership Award last July. Malcolm to present his award to him.

i. Reni currently is working for NSERC on the national Science Odessey. He’s trying to get all national science organizations to meet. All do great work. Fund as a group. This goes back to regional level. Incredible network across the country.

5. Election Results – Malcolm Butler

• Trevor Maguire • Gorick Ng • Shawn Sanderson

o MOTION to accept Trevor Maguire, Gorick Ng and Shawn Sanderson to the Board of Directors for a 3-year term each. Kelly MacAlpine, Thames Valley 2nd by Aidan Leach, Renfrew County CARRIED

o MOTION to destroy the ballots. Monique Marinier, Yellowknife 2nd by Joe Ciccone, York CARRIED

• Thank you scrutineers!

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Special General Meeting – May 16, 2016 Page 5 of 5

6. Board Service Recognition – Malcolm Butler • Brian Le and Jamie Parsons – thank you both for your term of

service on the YSC Board of Directors. YSC is very grateful. Presented a glass plaque to both.

7. Adjournment – Malcolm Butler • MOTION to adjourn the 2016 Special General Meeting of Members.

o Moved: Andy Mikula, Edmonton o Adjourned – 11:40am

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Minutes – AGM December 10, 2016 Youth Science Canada / Sciences jeunesse Canada – Page 1 of 4 PO Box 297 • Pickering, ON • L1V 2R4 • www.youthscience.ca • tel: 866.341.0040 • fax: 866.613-2542

55th ANNUAL GENERAL MEETING OF MEMBERS YOUTH SCIENCE CANADA

1. Welcome/Opening Remarks

The Chair, Trevor Maguire welcomed everyone to the 55th Annual General Meeting, including Malcolm Butler (Vice-Chair Board), Najib Hayat (Board Treasurer), Jennifer Gerritsen (Board Secretary), Bob Thirsk (Board), Alison Thompson (Board), Lori Murray, Julia McDevitt (Observer & CWSF Fair Director), Christine Page (Observer), Jamie Parsons (Member & Eastern Newfoundland), Patrick Whippey (Life Member & Thames Valley), Maureen Hingman (Waterloo-Wellington), Lorne Heslop (Member), Dan Bowman (Bay Area), David Creber (FLASF), Heather Weber (Member & Bluewater), Gina Collins (Peterborough), Roland Grand’Maison (Member), Robert Jackson (Northwestern Ontario), Jim Jo (Regina), Patti Leigh (Life Member), Louis Silcox (Life Member), Reni Barlow (Life Member), Robert Young (Greater Vancouver), Marthe Poirier (QC – 12 regions). Trevor announced that he would be Chairing the meeting today and Lori Murray will record the minutes and act as the Scrutineer. Once the business of the Annual General Meeting is complete, everyone is invited to a Q&A session right afterwards.

2. Report of the Scrutineer

Lori Murray, acting as Scrutineer, tabled a report that thirty-seven (37) Members were present in person/on the phone with three (3) Members represented by proxy for a total of forty (40) Members eligible to vote. Lori reported that the necessary quorum of 15 required for conducting the business of the Annual General Meeting was in place. The Chair asked for approval of the scrutineer report:

By Malcolm Butler: THAT THE SCRUTINEER REPORT OF THE 55th ANNUAL MEETING OF MEMBERS BE

APPROVED AS PRESENTED.

2nd: Patti Leigh CARRIED

3. Approval of the Minutes of the 54th Annual General Meeting of Members

The Chair commented that the minutes were emailed to all members in the AGM Package and asked if there were any questions or amendments to the minutes. No changes were forthcoming. The Chair asked for approval of the following motion:

By Jennifer Gerritsen: THAT THE MINUTES OF THE 54th ANNUAL MEETING OF MEMBERS BE APPROVED AS

PRESENTED.

2nd: Dan Bowman CARRIED

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Minutes – AGM December 10, 2016 Youth Science Canada / Sciences jeunesse Canada – Page 2 of 4

4. Chair/Acting Executive Director Report Welcome Everyone, 2016 has been a difficult year for YSC. The financial situation continues to be a challenge. The closure of our office in Pickering and the decision to lay off our Executive Director were hard choices to make. The focus of the Board since September has been to protect the core activities of YSC and get the finances stabilized. The primary concern being, that The Canada-Wide Science Fair be delivered to the finalists in high quality and be an enriching experience. While the events of the past year have been very stressful, every day I work with the staff, contractors, partners and the amazing volunteers of YSC. I grow more confident we will come though is difficult time and emerge stronger, wiser and with the CWSF more amazing than ever! The evidence of this could easily be seen in Montreal this year. Carole, Christie, Wilson, Barry and their team put on a spectacular event; YSC is incredibly lucky to have such hard working and devoted partners. Because of their hard work no finalist ever had the slightest idea that YSC was struggling through a difficult time. We owe them a huge debt of gratitude. I am also confident our 2017 Regina team is well on track to delivering an equally amazing event. On site visits with Jim and Jim and their team have shown us they have everything well in hand. We are working with them to be there as the strongest partner we can be. Regina 2017 will be awesome! The Board continues to meet as often as possible to help guide the organization though to better times. I would like to thank: • Alison Thompson, from Calgary, Alberta (was on leave during the election campaign) • Gorick Ng, from Cambridge, Massachusetts • Jennifer Gerritsen, Board Secretary from Calgary, Alberta • Malcom Butler, Vice-Chair, Ottawa Ontario • Najib Hayat, Board Treasurer from Pickering, Ontario • Robert Thirsk, from Ottawa, Ontario (and Calgary, Alberta) • Shawn Sanderson, from Vancouver, BC For their hard work and extra time needed over the past several months. The Staff and contractors of YSC - we hire these people to do a job, but they do so much more. The extra time and dedication is unbelievable. On behalf of the Board I would like to thank Lori, Julia, Dominic and Liette for all of the extra work they have put in. The Volunteers - the calls and the desire to help from our volunteers has been astounding. It's these people that give me the greatest hope for this organization, whether it’s the local host committees, the judging committees, regional fairs, or Team UV, these people are putting in thousands of hours of work for free all to deliver amazing events that changes the lives of youth in Canada.

There is one volunteer in particular I would like to thank. There is no way we could have got things in hand so quickly without the help, experience and mentorship of Reni Barlow. For the past 3 months Reni has volunteered his time to help ensure YSC is a strong and effective organization for the promotion of science, technology, engineering and math to the youth in Canada. 2017 is going to be a great year!

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Minutes – AGM December 10, 2016 Youth Science Canada / Sciences jeunesse Canada – Page 3 of 4

5. Financial Report My name is Najib Hayat and I’m the Treasurer at YSC and I may have met some of you in Montreal. I am responsible for going over the financial statements as provided by Deloitte. With regards to the report, there are several distinct sections which include the Auditors report – opinion and the financial statements – broken into 4 parts and includes the balance sheet or statement of position, income statement or statement of operations, statement of net assets, and statement of cash flow. Financial Statements and Audit Opinion: • Deloitte Touche Tohmatsu Limited (Deloitte.) audited the financial statements, prepared by

management, for the year-end June 30, 2016 • The Board received and reviewed the draft financial statements on October 25th, 2016:

§ Deloitte provided a qualified audit opinion on the financial statements consistent with what many other charitable organizations are provided. There was a note regarding the completeness of revenue from donations in part due to donations being received in cash.

§ Unfortunately, the “Qualified Opinion” and “Emphasis of Matter” paragraphs relate to the fact that we have a recurring deficit; as this is our 4th year with a deficit.

§ Statement of Operations shows the deficit and the Board and Management are actively working to try and resolve this.

• 2016 financial statements: § Note the operating deficit in 2015 of $90K, as noted in last year’s report. For 2016, this

operating deficit was decreased to approximately $72.5K as a result of the decreased ratio of expenses in relation to the increase in revenues.

§ Significant changes were implemented as part of the austerity measures and objectives as a result of the decrease in revenue. Active oversight on the cash management (cash inflows and cash outflows) is being performed on a weekly basis and all expenses are being scrutinized to ensure that they are absolutely needed in order to maintain the status quo.

§ The “Emphasis of Matter” paragraph notes the existence of the ongoing deficit (unrestricted net assets deficiency) condition and was the basis for the material uncertainty.

§ Reni Barlow is aggressively pursuing funding opportunities with a goal to gain and provide sustainable operations and eventually completely eliminate the accumulated deficit.

Accept FY2016 Financial Statements The Chair asked for approval of the following motion:

By Najib Hayat: THAT THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2015

BE ACCEPTED.

2nd: Lorne Heslop CARRIED

6. Appointment of Auditors On a personal note, I wanted to take this opportunity to thank all the staff and Reni Barlow for all their hard work. Deloitte consistently expressed their appreciation, of Management and the staff, for continuously ensuring a positive overall audit process. They noted that this continued

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Minutes – AGM December 10, 2016 Youth Science Canada / Sciences jeunesse Canada – Page 4 of 4

to be a very smooth audit. Management and the Board are pleased with the auditors and recommend that Deloitte be reappointed auditors for FY2017. The Chair asked for approval of the following motion:

By Najib Hayat: THAT THE FIRM OF DELOITTE BE REAPPOINTED AS AUDITOR FOR THE 2017 FISCAL

YEAR.

2nd: Lorne Heslop CARRIED

7. Adjournment

The Q&A will be notes for feedback to the Board and not in the formal minutes. Malcolm Butler made the following motion:

THAT THE 55th ANNUAL GENERAL MEETING OF MEMBERS BE ADJOURNED.

The meeting was adjourned at 12:25pm.

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Special General Meeting – Tuesday, May 16th, 2017

If you are unable to attend the Special General Meeting but would like to vote in the Board of Directors election, please return this proxy to arrive no later than Wednesday, May 10, 2017. TO SUBMIT THIS PROXY BALLOT YOU MAY:

1) SAVE and SEND it as an email attachment to: [email protected], OR

2) PRINT and FAX it to: 866-613-2542; OR

3) PRINT and MAIL it to: Youth Science Canada, PO Box 297, Pickering, ON L1V 2R4

Alternatively, it may be hand-delivered to the Youth Science Canada office at the Canada-Wide Science Fair – University of Regina – by 5:00p.m. Monday, May 15th, 2017.

PROXY

The undersigned hereby appoints: ❏ Trevor Maguire – Chair ❏ ___________________________________________________________________

(Name of Member of Youth Science Canada who will be in attendance at the Special General Meeting of Members) as proxy, with full power as substitution, to attend, act and vote for and on behalf of the undersigned, in the manner, to the same extent and with the same authority as could be exercised by the undersigned if the undersigned attended such meeting personally, at the Special General Meeting of Members of Youth Science Canada to be held on Tuesday, May 16, 2017 at 8:45 a.m. EDT or at any adjournment thereof. Name: _________________________________________________________________ Region/Organization (Affiliate Members only): _________________________________________________

Date: _________________________ Signature: ___________________________

ELECTION: BOARD OF DIRECTORS Resolved, That the following Members: David Desjardins, Jeff Hoyle, Steve Karrel and Alastair Komus be elected to the Board of Directors by acclamation.

YES NO