SPECIAL & ANNUAL GENERAL MEETING
AGENDA SPECIAL & ANNUAL GENERAL MEETING April 1st, 2009 10:00 a.m. Executive Royal Inn - Leduc 8450 Sparrow Drive, Leduc, AB
Agenda
ANNUAL GENERAL MEETING APRIL 1st, 2009 10:00 a.m. To be Held at the Executive Royal Inn - Leduc 8450 Sparrow Drive, Leduc, Alberta
1.
Call to Order
2.
Adoption of Agenda
Neil Riley, Vice-Chair
Recommended Action: Adopt as presented
3.
Adoption of Minutes (a)
17th Annual General Meeting - April 9th, 2008 Recommended Action: Adopt as presented
4.
Business Arising Out of the Minutes
5.
Board, Committee Reports (a)
6.
Treasurer's Report – Sandra Giesler 2008 Audited Financial Statements – Scott Walker, Meyers Norris Penny Recommended Action: Adopt as presented
Administration Reports (a)
Executive Director's Report - Jim Moroney 2008 Association Report Recommended Action: Adopt as presented
7.
Question Period
8.
Adjournment
Special and 17th Annual General Meeting MINUTES April 9, 2008 10:00 – 11:30 a.m. AAMD&C Offices, Nisku, Alberta
IN ATTENDANCE Voting Delegates Yvonne Beattie Brad Bruneau Scott Chant Dave Dextraze Dennis Henderson Terry Hurlbut Jim Layton Tony Turner John Whaley
Parkland County City of Calgary Town of Olds Alberta Municipal Supervisors Association CUPE Local 30 Town of Chestermere City of Fort Saskatchewan City of Edmonton Alberta Association of Municipal Districts & Counties
Other Attendees Mary Fraser Sandra Giesler Ron Leaf Jim Moroney Don Pylypchan Teri Spohr Glenn Taylor Brian Thomas Shannon Thomas Scott Walker Neil Riley
1.
CUPE Local 38 Civil Service Union 52 Alberta Rural Municipal Administrators Association Alberta Municipal Health & Safety Association Meyers Norris Penny LLP Workers’ Compensation Board Alberta Urban Municipalities Association Alberta Employment & Immigration Alberta Municipal Health & Safety Association Meyers Norris Penny LLP City of Spruce Grove
CALL TO ORDER Chairman Bruneau called the meeting to order at 10:09 a.m. He welcomed new board members and thanked returning board members for their participation. Board member, staff and guest introductions were conducted.
2.
ADOPTION OF AGENDA MOTION: Moved by Mary Fraser and seconded by Terry Hurlbut that the Agenda be adopted as presented. Carried
3.
ADOPTION OF MINUTES MOTION: Moved by Dave Dextraze and seconded by Terry Hurlbut that the Minutes of the April 11, 2007 Annual General Meeting be adopted as presented. Carried The 2007 Annual General Meeting Minutes were signed by the Chair, Brad Bruneau, and the Executive Director, Jim Moroney.
4.
BUSINESS ARISING OUT OF THE MINUTES There was no business arising out of the April 11, 2007 Annual General Meeting minutes.
5.
BOARD, COMMITTEE REPORTS (a) Chairman’s Report – Brad Bruneau Chairman Bruneau reviewed highlights of his report published in AMHSA’s 2007 Annual Report (page 2). He also thanked staff for their efforts and congratulated them on their accomplishments. MOTION: Moved by Scott Chant and seconded by Mary Fraser that the Chairman’s Report be accepted as presented. Carried (b) Treasurer’s Report - Sandra Giesler Treasurer Giesler thanked the external auditors from Meyers Norris Penny LLP (MNP) and AMHSA staff for their work related to the finances in 2007. She mentioned the positive changes contributed to the financial processes by the addition of another staff person, Stephanie Hawrylak. 2007 Audited Financial Statements – Scott Walker and Don Pylypchan, Meyers Norris Penny Scott Walker reviewed and explained the audited 2007 financial statements which were distributed to all AMHSA members in the 2007 Annual Report:
Management’s Letter to the Members Auditor’s Report Statement of Revenue and Expenditures Statement of Changes in Net Assets Statement of Financial Position Statement of Cash Flows Notes to the Financial Statements
Don Pylypchan explained the role of the external auditors and reviewed the audit findings. He stated that Meyers Norris Penny is independent from the board and that AMHSA’s statements were found to present fairly the financial position of the Association as at December 31, 2007. There were no issues found regarding errors. The auditors made fewer recommendations this year – the letter from Meyers Norris Penny will be forwarded to all board members. Neil Riley thanked the staff for their work implementing all of the 2006 recommendations. MOTION: Moved by Brad Bruneau and seconded by Terry Hurlbut that the Treasurer’s Report be accepted as presented. Carried
6.
ADMINISTRATION REPORTS (a) Executive Director’s Report – Jim Moroney Executive Directory Moroney reviewed highlights of his report published in AMHSA’s 2007 Annual Report (page 3). He expressed his appreciation for the board support staff received for implementation of the 2006 auditors’ recommendations. He also thanked the staff for their commitment to excellence during this challenging period of growth. MOTION: Moved by Neil Riley and seconded by Dennis Henderson that the Executive Director’s Report be accepted as presented. Carried
7.
NEW BUSINESS (a) Special Resolution – Brad Bruneau / Jim Moroney The Board discussed the special resolution to amend bylaw 8.1 to read “The Board has the power to borrow funds for capital expenditures on behalf of the Association.” Concern arose about clarifying the wording of the Bylaw to communicate that the Board has authority to approve that the Association can borrow funds. Glenn Taylor volunteered to work with Executive Director Moroney on the wording. MOTION: Moved by Dave Dextraze and seconded by Scott Chant that the Executive Director seek legal opinion about the re-wording of the proposed amendment to bylaw 8.1. Carried
8.
QUESTION PERIOD Executive Director Moroney responded to a question about the Southern office space – AMHSA will be leasing part of the ACSA/MHSA building in Balzac starting in August. The space includes meeting space and training facilities which AMHSA will be able to rent. Brian Thomas noted that at the ACSA Annual General Meeting he learned they are exploring the possibility of a similar building partnership with MHSA next year in the North (Edmonton – Ellerslie Road).
9.
ADJOURNMENT MOTION: There being no other business, moved by Glenn Taylor and seconded by Teri Spohr to adjourn the meeting at 11:30 a.m. Carried
Appendix 1
AGENDA FOR THE SPECIAL MEETING OF THE MEMBERS OF THE ALBERTA MUNICIPAL HEALTH & SAFETY ASSOCIATION APRIL 1st, 2009 10:00 a.m. To be Held at the Executive Royal Inn - Leduc 8450 Sparrow Drive, Leduc, Alberta
1.
Call to Order
2.
Attendance and Quorum
3.
Presentation of Special Resolution re: Bylaw Amendment
4.
Other Business Properly Brought Before the Meeting
5.
Adjournment of Special Meeting
Appendix 2 – Special Resolution
WHEREAS pursuant to the provisions of the AMHSA’s Bylaws and the Societies Act, R.S.A. 2000, c. S-14, AMHSA may revise its Bylaws by way of a Special Resolution at a special meeting. BE IT RESOLVED THAT: The current AMHSA Bylaws filed with the Registrar of Corporations on April 25, 2001 be amended as follows: 1.
Section 8.1 of the current Bylaws is repealed and replaced with: Section 8.1 Borrowing Powers For the purpose of carrying out the objectives of the Association, the Association may borrow or raise or secure the payment of money in such manner as determined by the Board. The Board may borrow by issuing debentures in accordance with the provisions of the Societies Act, as amended from time to time.
Agenda
ANNUAL GENERAL MEETING APRIL 1st, 2009 10:00 a.m. To be Held at the Executive Royal Inn - Leduc 8450 Sparrow Drive, Leduc, Alberta
1.
Call to Order
2.
Adoption of Agenda
Neil Riley, Vice-Chair
Recommended Action: Adopt as presented
3.
Adoption of Minutes (a)
17th Annual General Meeting - April 9th, 2008 Recommended Action: Adopt as presented
4.
Business Arising Out of the Minutes
5.
Board, Committee Reports (a)
6.
Treasurer's Report – Sandra Giesler 2008 Audited Financial Statements – Scott Walker, Meyers Norris Penny Recommended Action: Adopt as presented
Administration Reports (a)
Executive Director's Report - Jim Moroney 2008 Association Report Recommended Action: Adopt as presented
7.
Question Period
8.
Adjournment
Special and 17th Annual General Meeting MINUTES April 9, 2008 10:00 – 11:30 a.m. AAMD&C Offices, Nisku, Alberta
IN ATTENDANCE Voting Delegates Yvonne Beattie Brad Bruneau Scott Chant Dave Dextraze Dennis Henderson Terry Hurlbut Jim Layton Tony Turner John Whaley
Parkland County City of Calgary Town of Olds Alberta Municipal Supervisors Association CUPE Local 30 Town of Chestermere City of Fort Saskatchewan City of Edmonton Alberta Association of Municipal Districts & Counties
Other Attendees Mary Fraser Sandra Giesler Ron Leaf Jim Moroney Don Pylypchan Teri Spohr Glenn Taylor Brian Thomas Shannon Thomas Scott Walker Neil Riley
1.
CUPE Local 38 Civil Service Union 52 Alberta Rural Municipal Administrators Association Alberta Municipal Health & Safety Association Meyers Norris Penny LLP Workers’ Compensation Board Alberta Urban Municipalities Association Alberta Employment & Immigration Alberta Municipal Health & Safety Association Meyers Norris Penny LLP City of Spruce Grove
CALL TO ORDER Chairman Bruneau called the meeting to order at 10:09 a.m. He welcomed new board members and thanked returning board members for their participation. Board member, staff and guest introductions were conducted.
2.
ADOPTION OF AGENDA MOTION: Moved by Mary Fraser and seconded by Terry Hurlbut that the Agenda be adopted as presented. Carried
3.
ADOPTION OF MINUTES MOTION: Moved by Dave Dextraze and seconded by Terry Hurlbut that the Minutes of the April 11, 2007 Annual General Meeting be adopted as presented. Carried The 2007 Annual General Meeting Minutes were signed by the Chair, Brad Bruneau, and the Executive Director, Jim Moroney.
4.
BUSINESS ARISING OUT OF THE MINUTES There was no business arising out of the April 11, 2007 Annual General Meeting minutes.
5.
BOARD, COMMITTEE REPORTS (a) Chairman’s Report – Brad Bruneau Chairman Bruneau reviewed highlights of his report published in AMHSA’s 2007 Annual Report (page 2). He also thanked staff for their efforts and congratulated them on their accomplishments. MOTION: Moved by Scott Chant and seconded by Mary Fraser that the Chairman’s Report be accepted as presented. Carried (b) Treasurer’s Report - Sandra Giesler Treasurer Giesler thanked the external auditors from Meyers Norris Penny LLP (MNP) and AMHSA staff for their work related to the finances in 2007. She mentioned the positive changes contributed to the financial processes by the addition of another staff person, Stephanie Hawrylak. 2007 Audited Financial Statements – Scott Walker and Don Pylypchan, Meyers Norris Penny Scott Walker reviewed and explained the audited 2007 financial statements which were distributed to all AMHSA members in the 2007 Annual Report:
Management’s Letter to the Members Auditor’s Report Statement of Revenue and Expenditures Statement of Changes in Net Assets Statement of Financial Position Statement of Cash Flows Notes to the Financial Statements
Don Pylypchan explained the role of the external auditors and reviewed the audit findings. He stated that Meyers Norris Penny is independent from the board and that AMHSA’s statements were found to present fairly the financial position of the Association as at December 31, 2007. There were no issues found regarding errors. The auditors made fewer recommendations this year – the letter from Meyers Norris Penny will be forwarded to all board members. Neil Riley thanked the staff for their work implementing all of the 2006 recommendations. MOTION: Moved by Brad Bruneau and seconded by Terry Hurlbut that the Treasurer’s Report be accepted as presented. Carried
6.
ADMINISTRATION REPORTS (a) Executive Director’s Report – Jim Moroney Executive Directory Moroney reviewed highlights of his report published in AMHSA’s 2007 Annual Report (page 3). He expressed his appreciation for the board support staff received for implementation of the 2006 auditors’ recommendations. He also thanked the staff for their commitment to excellence during this challenging period of growth. MOTION: Moved by Neil Riley and seconded by Dennis Henderson that the Executive Director’s Report be accepted as presented. Carried
7.
NEW BUSINESS (a) Special Resolution – Brad Bruneau / Jim Moroney The Board discussed the special resolution to amend bylaw 8.1 to read “The Board has the power to borrow funds for capital expenditures on behalf of the Association.” Concern arose about clarifying the wording of the Bylaw to communicate that the Board has authority to approve that the Association can borrow funds. Glenn Taylor volunteered to work with Executive Director Moroney on the wording. MOTION: Moved by Dave Dextraze and seconded by Scott Chant that the Executive Director seek legal opinion about the re-wording of the proposed amendment to bylaw 8.1. Carried
8.
QUESTION PERIOD Executive Director Moroney responded to a question about the Southern office space – AMHSA will be leasing part of the ACSA/MHSA building in Balzac starting in August. The space includes meeting space and training facilities which AMHSA will be able to rent. Brian Thomas noted that at the ACSA Annual General Meeting he learned they are exploring the possibility of a similar building partnership with MHSA next year in the North (Edmonton – Ellerslie Road).
9.
ADJOURNMENT MOTION: There being no other business, moved by Glenn Taylor and seconded by Teri Spohr to adjourn the meeting at 11:30 a.m. Carried
Appendix 1
AGENDA FOR THE SPECIAL MEETING OF THE MEMBERS OF THE ALBERTA MUNICIPAL HEALTH & SAFETY ASSOCIATION APRIL 1st, 2009 10:00 a.m. To be Held at the Executive Royal Inn - Leduc 8450 Sparrow Drive, Leduc, Alberta
1.
Call to Order
2.
Attendance and Quorum
3.
Presentation of Special Resolution re: Bylaw Amendment
4.
Other Business Properly Brought Before the Meeting
5.
Adjournment of Special Meeting
Appendix 2 – Special Resolution
WHEREAS pursuant to the provisions of the AMHSA’s Bylaws and the Societies Act, R.S.A. 2000, c. S-14, AMHSA may revise its Bylaws by way of a Special Resolution at a special meeting. BE IT RESOLVED THAT: The current AMHSA Bylaws filed with the Registrar of Corporations on April 25, 2001 be amended as follows: 1.
Section 8.1 of the current Bylaws is repealed and replaced with: Section 8.1 Borrowing Powers For the purpose of carrying out the objectives of the Association, the Association may borrow or raise or secure the payment of money in such manner as determined by the Board. The Board may borrow by issuing debentures in accordance with the provisions of the Societies Act, as amended from time to time.
