M I N U T E S O F M E E T I N G

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1 JUDO ONTARIO 3 Concorde Gate Suite 305 Toronto, Ontario M3C 3N7 Subject: Special Constitutional Meeting Meeting Date: Sat. Nov. 21, 2009 In Attendance Charlie Formosa (President) Andre Sequinot Kat Van Boxmeer Brent Colclough Brian Kalsen (Vice President) Frank Vossen Steven Sheffield Peter Turtlebury Craig Weldon (Treasurer) Bill Doherty David Miller Garry Vosburg Mohamad Hassani(Sec General) Jacob Walsh Bob Zettl Aartje Sheffield Kevin Doherty (Judo Canada VP) Bernard Boueri Wayne Erdman Jim Walker Lilliam Medrano-Campos (Board) Derek Langlois Tom Thomson Clint Moxley Mitchell Kawasaki (Board) David Ancor Shane Alexander Jim Doherty Dave Burt (Board) Joe Serianni Ian Alexander Eddie Zupancic Aartje Sheffield Tom Kasprzyk Lauren Lee Mook Nihad Mehmedovich Jim Walker Duncan Vignale Eric Huntington Doug Wilson Ken Fukushima Karl Doherty Bob Nemec Al Huntington Andrew Wulzynski Mark Ljuckanov Sue Sokol Ron Angus Tami Dacks Ian Ashworth Tracy Angus John Karek Bryan Ozorio, Ministry of Health Promotions Cecily Clarke, Ministry of Health Promotions Allan Koyanagi, Executive Director Domtie Sarpong, Office Administrator Seif Youssef Mike Flynn Elmer Gale John Wilkinson(Legal Advisor) Youssef Youssef B. Nemec Issues 1. Opening Remarks Opening Remarks by M. Hassani at 9:15 and elaborated on the agenda. C. Formosa introduced our guest from the Ministry of Health Promotions, Bryan Ozorio and Cecily Clarke, our Sport Consultant. M. Hassani acknowledged all the past Presidents of Judo Ontario, Bill Doherty Jim Walker, Joe Serianni, Duncan Vignale. M. Hassani also acknowledged John Wilkinson, Constitutional Corporate Counsel attending on behalf of Judo Ontario. 2. Approval of Agenda Unanimously Approved. 3. Issues Arising T. Kasprzyk inquired the role of the MHP representatives and Legal counsel. M. Hassani responded that the role of Ministry staff was there as Observers and Legal Counsel was acting on behalf of Judo Ontario on any Constitutional legal matters. According to Judo

2 Ontario Constitution all amendments should be reviewed by Legal Counsel. M. Hassani indicated that at the last Constitutional Meeting on July 11, 2009 membership requested Legal Counsel be present at all future constitutional meetings. Background to the meeting Questions and Concerns Raised J. Serianni wanted to have the assurance that the legal counsel was in attendance to represent all members of Judo Ontario. J. Wilkinson and M. Hassani assured everyone that the Legal Counsel was hired on behalf of Judo Ontario. M. Hassani provided background history on the Constitutional Proposal and explained the role Consultant A. Will and the Board had in creating the Constitutional Amendments. A. Will introduced proposed changes and the need for a restructured Board. On April 9, 2009 the Board unanimously approved these Constitutional Amendments. On July 21, 2009 a Constitutional meeting was held in Toronto to approve the new Amendments. A question was raised concerning the legality of voting on any amendments via mail. M. Hassani was assigned to investigate the matter. He reported to the Board that the section of the Judo Ontario Constitution that refers to the method of voting for any Constitutional Amendments via mail is not permitted under the Province of Ontario Corporations Act. As a result, all the Amendments approved by the Judo Ontario Board on April 9, 2009 had to be presented to the membership in a new special Constitutional meeting. R. Angus: Asked if the recommendations of A. Will closely reflected the Amendments to be voted on. M. Hassani: responded yes. J. Serianni: Commented that the existing Board is not well represented at the meeting. I. Ashworth: Questioned if this is a Membership meeting or a Constitutional meeting and who was chairing the meeting. M. Hassani responded that C. Formosa as President was Chair, but in accordance to the By- Laws and that meetings of this nature should be conducted by the Secretary General. I. Ashworth: Asked why C. Formosa is not chairing the meeting? J. Wilkinson: His general impression was that the meeting started as a membership meeting and that from a practical position M. Hassani should chair the meeting. Motion: The President pass the role of Chair to the Secretary General. Motion: M. Flynn Second by: F. Vossen Vote: Carried. Procedure for the meeting Page 2 Authority: Enactment and Mail-In Voting M. Hassani explained there would be a power point presentation and followed by page by page review of the proposed Constitutional Amendments. Question rose from the membership if all Amendments are to be voted on as a block, or individually. M. Hassani responded all proposed amendments would be voted on individually. Motion: To accept as presented. Second by M. Kawasaki M. Hassani presented page 2 of the PowerPoint. Mike Flynn raised the issue of written notice Section 15.2 J. Wilkinson: Recommended that written notice is too narrow and that it needs to include by and posted on the website. Motion: For fuuture special Constitutional Amendment meetings notice must be sent 30 days prior to the meeting by mail, and posted on the website.

3 Motion: M. Flynn Seconded : I. Ashworth. Motion: To remove mail-in voting for any Constitutional Amendments. Seconded: J. Walker. Page 3 Key Issues: Board of Directors Mudanshas, and Changes to Regional Representation. M. Hassani presented the size of the future Board, associate members (Mudansha) and the small regional representation at the Board level. J. Walker: commented that by reducing regional representation at the Board level this minimizes their influence in the day-to-day operation of Judo Ontario. M. Kawasaki: responded that all the Regional Representatives agreed the proposed change was acceptable providing there was sufficient communication. He believed the changes will be efficient, economical and that the Regional VP will bring all the regional concerns to the Board. F. Vossen: Questioned how will candidates be vetted prior to elections? M. Hassani: Judo Ontario will send notice to the membership prior to the election describing the duties and responsibilities of each position. Each candidate will have the opportunity to submit their resume which will be published by Judo Ontario. T. Thomson: asked how members under the age of majority are represented? J. Wilkinson: Dojo Shu s will carry those member s votes. (See section of the PowerPoint presentation). Dojo-shu carries 1 vote for registered mudansha. Dojoshu carries 2 votes for registered mudansha, etc. D. Miller: commented that as a point of clarification, Mudansha members are not voting. They will be counted as members. There will be a calculation on the size of the clubs and the number of votes it carries. R. Angus: asked whether there are a maximum number of votes a club can have and secondly whether there is a concrete formula so that the regions are properly represented. M. Hassani responded there are no maximum votes that a club can have. There is one regional VP that will be selected from amongst all the regions. C. Weldon: responded that the yearly membership will determine the number of votes carried by a club. S. Sheffield: commented that the right to vote should be similar to obtaining a black belt. Page 4 Board Structure M. Hassani presented the new Board structure as follows: President, Secretary General, Treasurer, and 1st VP. VP Marketing, VP Technical, VP Competitions, VP Operations, VP Regions. J. Walker commented that Judo Ontario should have one level of governance. All VPs are Executive members. Motion: All VPs will be Executive Members. Motion: J. Walker Second by: I. Ashworth

4 Motion: Quorum for the Executive is now 5 members. Motion: I. Ashworth Seconded by T. Thomson. Motion: Judo Canada VP will continue to be representing Ontario at the national level. This VP is not a member of the Judo Ontario Board. Motion: K. Doherty Seconded by: J. Walker Pages 6 and 7. Terms and Elections. M. Hassani presented the proposed new terms for Executive Members and their election schedule. Each officer will be only allowed to serve two terms and one position. Question: When does the new structure take effect? Question: What is the schedule of elections? Motion: That all Executive members are not elected in the same year (staggered) Motion: T. Kasprzyk Seconded by: J. Serianni Schedule of new elections will be as follows: 2010, All Executive Members will be elected for the first time (in odd numbered years) the election of these Executive members will take place: 1 st VP, Secretary General, VP Marketing and VP Competition (in even numbered years), the election of these Executive members will take place: President, Treasurer, VP Regions, VP Operations and VP Technical. Elected officers will serve for 2 years. Page 8 Past President M. Hassani presented the Past President concept. Motion: To eliminate the Past-President position. Motion by J. Serianni Second by I. Ashworth. Page 9 Mudansha M. Hassani presented the rights of mudansha voting structure. J. Wilkinson recommended that the future Executive will determine the method of proxy voting for mudansha members. Page 10 Regional Reps. M. Hassani presented the VP Regions amendment and indicated the method of electing and the term to be served. This will be determined by the consensus of the regions. A. Sequinot and S. Sheffield raised the concern about the method of selecting the VP Regions. T. Kasprzyk recommended that the VP Regions be selected on even numbered years. M. Kawasaki indicated that all Regional Representatives at the Board level (April 9, 2009) supported the method of electing the VP of Regions amongst them. J. Wilkinson indicated that the regions will have to decide on the procedures for electing VP Regions amongst themselves.

5 Notice of Election Motion: Any notice for an election must be posted on website, sent via and by Canada Post. Motion: T. Thomson Seconded: M. Hassani. Motion: To accept the proposed Constitutional Amendments package as amended. Seconded: M. Kawasaki Against: I. Ashworth Abstained: B. Nemec Adjournment Motion by J 12:10pm Second by M. Kawasaki Minutes approved this day of President: Charlie Formosa.. Secretary General: Mohamad Hassani