NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS

Transcription

1 Credit Institute of Canada L Institut Canadien du Crédit 216C Dufferin Street, Toronto, ON M6K 3J1 Tel: (888) Toll Free EST NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS Notice is hereby given that the Annual General Meeting of Members of the Credit Institute of Canada will be held on Tuesday, June 21, 2016 at the Crowne Plaza hotel in Toronto, 33 Carlson Court, Toronto Ontario at 2:30 pm, local time for the following purposes. 1. To receive and consider the financial statements and the report of the auditor. 2. To appoint an auditor and authorize the directors to affix the remuneration. 3. To transact such other business that may properly come before the meeting or any adjournment thereof. If you do not plan to attend the Annual General Meeting of Members, please complete the enclosed proxy and return it to the National Office no later than June 17, No person shall act as a proxy unless he/she is entitled to be present and vote at the meeting at which he/she acts as a proxy. A member is entitled to vote if they are currently entered in the membership register as a member in good standing and hold a designation of the Credit Institute of Canada. Dated at Toronto, Ontario on the 30 th May, Dana Swekla, CCP President & Dean

2 Credit Institute of Canada L Institut Canadien du Crédit 216C Dufferin Street, Toronto, ON M6K 3J1 Tel: (888) Toll Free EST NATIONAL ANNUAL GENERAL MEETING OF MEMBERS June 21, Welcome and Call to Order AGENDA 2. Declaration that this Annual General Meeting and Presence of a Quorum Complies with the National Bylaws 3. Attendee numbers at Annual General Meeting and Proxies Received 4. Review & Approval of Minutes of Last Year s Annual General Meeting Chair calls for a motion for the acceptance and approval of the Minutes of the last Annual General Meeting held on June 11, 2015 as presented. Moved by: Seconded by: 5. Financial Report Controller: Helen Farkas, CGA, CPA Chair calls for a motion for the acceptance and approval of the Financial Report as presented for the fiscal year ended March 31, Moved by: Seconded by: 6. Audit Report Treasurer & Chair of Audit Committee: George Brown, CCP, CMA, CPA Chair calls for a motion for the acceptance and approval of the Report from the National Treasurer & Chair of the National Audit Committee for the fiscal year ended March 31, Moved by: Seconded by: 7. Appointment of Auditor Chair calls for a motion to authorize the Board of Directors to appoint the auditors of The Credit Institute of Canada and to set the auditor s remuneration for the next fiscal year. Moved by: Seconded by: 8. General Manager s Report: Nawshad Khadaroo, CCP Chair calls for a motion for the acceptance of the General Manager s Report as presented. Moved by: Seconded by: 9. Chair, President & Dean s Report: Dana Swekla, CCP Chair calls for a motion for the acceptance of the President & Dean s Report as presented. Moved by: Seconded by: 10. Introduction of Incoming Board of Directors and Officers Chair calls for a motion for the ratification of the election of the incoming Board of Directors and Officers as presented in accordance with the National Bylaws. Moved by: Seconded by: 11. Other Business: 12. Announcement of Chapter winning the Quaker Oats Trophy 13. Adjournment Chair calls for a motion to adjourn this Annual General Meeting. Moved by: Seconded by:

3 Credit Institute of Canada L Institut Canadien du Crédit 216C Dufferin Street, Toronto, ON M6K 3J1 Tel: (888) Toll Free EST Credit Institute of Canada - Proxy Form If you are NOT attending this meeting, you are invited to cast your vote on important matters about the Credit Institute of Canada ( Institute ). Please read and complete this proxy and return it using one of the return options noted below. On or prior to June 11 th, 2016, the undersigned designated member in good standing and in compliance with the required Professional Development Points as set out in the National bylaws of the Institute, hereby appoints..... (Please print your choice of the proxy holder s name clearly) if present, or whom failing; the Institute Chair, President and Dean, if present, or whom failing; the Institute Vice President, if present; to attend, act, and vote for on behalf of the undersigned member at the Annual General (or Special) Meeting of members of the Institute to be held on Tuesday, June 21, 2016 and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same power as if I were present at the said meeting or such adjournment or adjournments thereof. The undersigned member hereby revokes all proxies previously given. A member acting as a proxy cannot transfer or assign this proxy to another member. In order to act as a proxy, a member appointed as a proxy must personally attend the meeting to which the proxy applies. In the event the named proxy holder cannot personally attend this meeting, this proxy shall automatically revert to the next named proxy as set out above. Both members and proxy holders must be members in good standing and hold a designation of the Institute (i.e. CCP, CCP [Emeritus] or ACI) to be entitled to vote in compliance with the National bylaws. Only one vote per member is permitted. This proxy shall be void automatically if the undersigned member personally attends this meeting. A proxy that is not completed fully and properly, and does not comply with the National bylaws is null and void, and has neither force nor effect. Discretionary authority is conferred on the above-named proxy holder with respect to matters included in the Notice of Meeting and/or the Agenda, including amendments or variations to matters identified in those documents and other matters which may properly come before the meeting. This proxy should be read in conjunction with the accompanying Notice of Meeting and the Agenda. If you have any questions about this proxy form, please call toll free or geninfo@creditedu.org The named proxy holders are specifically directed to vote as follows: (Please cast your vote & complete box below) The approval of the audited financial statements of the Credit Institute of Canada for the fiscal year just ended March 31, 2016 ( ) FOR ( ) AGAINST ( ) ABSTAIN (if no choice is specified, to vote FOR) The approval of authorizing the Board of Directors to appoint the auditors of the Credit Institute of Canada and to set their remuneration for the next fiscal year ( ) FOR ( ) AGAINST ( ) ABSTAIN (if no choice is specified, to vote FOR) Dated this..day of (If date is not completed, it will be deemed to be the date this received at National Office.) Member s Name Membership Number (Please print your name clearly) (Can be found on the online Members Directory) Member s Signature (If this proxy does not show your signature, this proxy is null and void, and has neither force nor effect.) When fully completed, please submit this proxy to the National Office in one of the following ways at least one week in advance of the 2016 Annual General (or Special) Meeting to be valid so that the National Office can verify, register and tally all proxies in a timely manner: a scanned pdf copy of this proxy to: geninfo@creditedu.org or fax a copy to: or mail the proxy to: Credit Institute of Canada, 216C Dufferin Street, Toronto, Ontario M6K 3J1 Approved by the National Board of Directors of the Credit Institute of Canada

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16 Credit Institute of Canada L Institut Canadien du Crédit 216C 219 Dufferin Street, Toronto, ON M6K 3J1 Tel: (888) Toll Free CREDIT INSTITUTE OF CANADA ANNUAL GENERAL MEETING MINUTES June 11, 2015 Chateau Frontenac, Quebec City The Chair, Mike MacPhee, CCP, CPA, CGA called the meeting to order at 2:42 pm. Declaration and Presence of Quorum Attendee numbers: 41, Proxy numbers: 30 Review and Approval of minutes Jay Mckeown, CCP moved to approve the June 17, 2014 AGM minutes Yvon Daneau, CCP (Emeritus) seconded All in favour all but 1, Opposed 1 Motion carried Financial Report Helen Farkas, CGA, CPA Controller (Audited F/S) Presentation Highlights Pleasure to present this year s financials. Statement of Operations and Statement of Financial Position Two sources of revenue, education and membership fees; 58% and 25% Increase in education as did the actual cost (increase in CGA fees and course development).we are still in line with previous years Slight decline in membership, less than 1% Investment income this year we had a gain of $20K Placement referral fees has gone down it has leveled out at this amount, job advertising has changed and isn t just placement anymore Revenue generated from; grants, affinity agreements, recovery of previous losses, seminar & product sales (varies year to year, this year slight increase), textbook sales, etc Expenses down by about $20K chapters didn t use all of their budget for marketing 2014 Annual Board Meeting cost was lower it wasn t part of a conference Cash and short term investments increase of about $125K in our cash flow position The cash we have is temporary it will be recognized as revenue shortly Current portion of outstanding debt will be paid out by the end of the year Question; 1. Has there been any thought about discussing how chapters use their advertising budget to recruit members? Discussion ensued and the matter will be revisited 2. We seem to be sitting on a lot of money? Simi Silber, CCP Answer we have addressed that question and we are looking at what we need to do to stay in harmony with the CRA law. We are aware we need to use or earmark these funds. Motion accept and approve the financial report Nancy Goldman, CCP moved to accept and approve the financial report George Brown, CCP, CPA, CMA Seconded All in favour all but 1, Abstained 1 via proxy Motion Carried

17 Treasurer s Report George Brown, CCP, CGA, CMA Presentation Highlights This report is broader and deeper because it spans five years and includes chapter expenses Total revenues; just over $1.4 million for National From a revenue perspective we are the same Expenses there has been a growth in expenses We have no debt Collective net worth continues to grow All chapters are healthy and active Motion accept and approve the report from the National Treasurer Lynn Webster, CCP moved to accept and approve the National Treasurer report Phil Rodrigues, CCP Seconded All in favour Carried Appointment of Auditor Motion approve the Appointment of the Auditor Nancy Goldman, CCP moved to approve the Appointment of the Auditor Vanessa Ingraham, CCP seconded All in favour Carried Review of Proposed By Laws Life Membership Jim Jordan, CCP Overview of the proposed by law for Life Membership states that Members; Must be retired from the credit field Must be at least 60 years of age Must be a member in good standing for at least 15 years Board restructuring Jay Mckeown, CCP (presentation included) Overview of the proposed by law for board restructuring; This is part of an on going discussion for more than a year If the proposed by law changes are approved, the National Board will have 10 Directors from the following regions: BC 1, Prairies 2, Ontario 3, Quebec 1, Atlantic 1 plus two other officers Jay went over the list of by law clauses up for changes. These are as enumerated in the information package provided to members (Schedule A). There was an amendment to clause regarding the terms of Director which should be three two year terms instead of four two year terms. Questions; 1. Lynn Webster, CCP how is each chapter fairly represented and how is info from the national office shared? Jay answered being proposed is that elected members to the board would participate in multiple chapter activities; calling in, skype etc. In addition, the presidents meet with the GM by conference call once a month. 2. Denise Connell, CCP How would the nominations take place if each chapters has candidates there would be multiple candidates?

18 Jay answered any designated member is eligible to serve, they would submit their name to National, National would circulate information to all voting members. Voting will be done electronically 3. Rodger Noel, CCP (Emeritus) What is the breakdown of members by chapter? Jay could not answer as he did not have the numbers at the time. He will follow up with the information after the AGM. 4. Nancy Goldman, CCP When will these elections begin? Jay answered elections would be held in April or May so that new directors could be part of the AGM. The first elections will begin in Linda Murphy, CCP Who votes on the Regional Directors? Is there a problem with the fact that some chapters have more members than others? Jay answered at the moment, we do not have enough candidates and we even have vacancies. It is a valid concern but at this moment it isn t an issue. 6. Dave Hopkyns, ACI Would the candidate need to be a member of each of the chapters? Jay answered no, just one 7. Lynn Webster, CCP it brings us to a good point. If you are a member of one chapter, how do the other chapter members know you enough to consider voting for you? Jay answered in a contested election, someone would have to campaign, maybe attend chapter functions, online presentations/sessions. At this point, we are not sure exactly what that looks like. 8. Geri Myer, CCP what was the reasoning behind the elimination of board members is it cost savings? Jay answered the issue isn t cost saving but rather the opportunity to create efficiencies and there has been a steady decline in the number of candidates to run for the National Board. There has not been a contested election in years. Board members are wearing multiple hats and perhaps a full board will be obtained within a regional board structure. The plan right now is to have the membership vote on a change in structure. If they agree then we begin to map out the next step. 9. Geri Myer, CCP if we go with these changes then our chapter by laws would have to change? Jay answered yes, but the mechanism to do that is at your next AGM. That is one of the reasons we moved to Yvon Daneau, CCP Emeritus we don t think it will look any different than how it looks today 11. Barb Baron, CCP we will be eliminating some of the National Director positions. Who will be responsible for the expenses of the election? Jay answered National will cover the costs of organizing and holding elections, but not personal costs of candidates campaigning. 12. Denise Connell, CCP It might all come down to the same thing, each chapter hopes/assumes that the other chapter puts forward a member for the board and then no one is put forward. Mike MacPhee, ACI, CPA, CGA answered and explained that a board member represents the national members, and not a particular chapter. 13. Joseph Di Giacomo, CCP (Emeritus) in the by law the national board member represents the chapter and if we take that away what do they represent? Jay answered that National Directors represent all members not only a particular chapter. 14. Rodger Noel, CCP (Emeritus) How many directors currently have more than one chapter? Answer none 15. Roger Noel, CCP (Emeritus) I served as National Director for Newfoundland and Labrador Chapter. There is a balance required to represent more than one chapter and distance makes it harder. I think there is room for fewer bodies and there will be more equitable work distribution. 16. Brian Bull, CCP I think there were some comments about the role of the National Director. I want to note that the roles haven t and won t change in this structure. Good communications help; connecting with the GM monthly keeps the flow of information going. 17. Dave Hopkyns, ACI I think in all fairness, everyone wants a seat at the table. It makes sense that we are moving to representation by populations.

19 Following is the list of motions the assembly reviewed and voted on: Motion to amend by law Jay Mckeown, CCP moved to accept the proposed changes to clause 1.00 Sara Van Wolde, CCP seconded All but two in favour, 2 abstentions Motion carried Motion to amend by law 2.001B Nancy Goldman, CCP moved to accept the proposed changes to by law 2.001B Barb Harris, CCP seconded All but two in favour, 2 abstentions Motion carried Jay McKeown, CCP moved to amend by law to clarify that it is two and not four two year terms Phil Rodrigues, CCP seconded All but two in favour, 2 abstentions Motion carried Motion to amend clauses 3.000, 3.003, 3.010, 3.011, 3.012, 3.013, 3.014, 3.020, and in the proposed by law changes Sara Van Wolde, CCP moved to accept all the proposed by law changes Jack Dyck, CCP seconded All but five in favour, 2 opposed, 3 abstentions Motion carried Motion to amend by law 4.000, 4.020, 4.021, 4.070, and Tom Bastable, ACI moved to accept the proposed by law Bill Zabarylo, CCP (Emeritus) seconded All but two in favour, 2 abstentions Motion carried General Manager s Report Nawshad Khadaroo, CCP Nawshad Khadaroo provided a summary of CIC s operations for the past year. Today s being the 87 th anniversary of the Institute, he acknowledged the contribution of loyal members, volunteers, staff, and partners who have helped to build a solid foundation on which we are able to continue our mission. Looking forward, he underlined the importance of focusing on creating and delivering value to our stakeholders. Motion to accept the General Manager s Report Denise Connell, CCP moved to accept the General Manager s Report Trish Jory, CCP seconded Motion carried

20 President and Dean s report Mike MacPhee, ACI, CPA, CGA Mike reviewed the work that the Board has accomplished throughout his terms of office. CIC continues to operate on a long term strategic plan implemented back in 2012 under the leadership of Brian Bull, CCP. We have made great strides in many areas, and realigned priorities where necessary. The work done by Jim Jordan, CCP and his membership committee team in terms of building our membership from the grass roots level (students) has positioned us for a brighter future. Referring to the end of our educational relationship with CGA in a few months, Mike talked about how the National Education Committee, with Dana Swekla, CCP as the Chair, has adjusted its plan to accelerate development of new courses to fill the void. He thanked the Board of Directors for their relentless support and effort in the pursuit of common good for our members. Mike extended his sincere thanks to the executive committee, and staff at National Office for their hard work and dedication. He also expressed gratitude towards his predecessors from whom he has learned valuable lessons. Most importantly, Mike thanked his wife, Nancy Goldman, CCP, who introduced him to the CIC. Without her support he would not have come this far. He is honoured to have served CIC as President and Dean. Motion to accept the President and Dean s report Jay Mckeown, CCP moved to accept the President and Dean s report Joseph Di Giacomo, CCP (Emeritus) seconded Motion carried Acknowledgement of Outgoing Board Members; Peter Graham, CCP from Atlantic Chapter Phil Rodrigues, CCP from Conestoga Chapter Jim Jordan, CCP from BC Chapter Introduction of incoming Board of Directors and Officers: Tom Bastable, ACI BC & Western Forum; Jay Mckeown, CCP Calgary Kathryn Smith, CCP Edmonton; Dave Hopkyns, ACI Saskatchewan Barb Harris, CCP Manitoba; William Zabarylo, CCP (Emeritus) Toronto Cynthia Todd, CCP Conestoga; Sandra Blane, CCP Hamilton Lyette Chartrand, CCP Montreal/Quebec; Steve Adams, CCP Atlantic Other Business None Executive Committee: Dana Swekla, CCP Chair, President & Dean Tracey Skipp, CCP Vice President & Chair of National Education Committee George Brown, CCP, CPA, CMA National Treasurer, Chair of National Audit Committee Motion for ratification of the new board of directors Lynn Webster, CCP moved for ratification of the new board of directors Sara Van Wolde, CCP seconded Motion carried

21 Introduction of Dana Swekla, CCP, incoming Chair, President and Dean In her speech, Dana mentioned that she joined the Edmonton Chapter Board shortly after graduating as a CCP in Since then, she has served CIC under different roles, the last six years as National Director. During her service, Dana has worked alongside many inspiring individuals. Susan English, CCP (Emeritus) is one of them and she is thankful to her, and to others, for the encouragement to become today the 2 nd woman President and Dean of CIC. I plan to make the most of it. Dana also expressed her gratitude to her husband and two sons for the support and the inspiration to do better. Dana embraces her new role and its challenges with a positive outlook. She ended her speech with a special thanks to Mike MacPhee for his support, and is proud to follow in his footsteps as the new President and Dean of CIC. Presentation of Quaker Oats Trophy Dana presented the Quaker Oats Trophy to the Montreal/Quebec Chapter for the good work accomplished to recruit students in Quebec over the past year. Lyette Chartrand, CCP and her team accepted the trophy. Adjournment 4:30 PM Motion to adjourn the 2015 Annual General Meeting Jay Mckeown, CCP moved to adjourn the 2015 Annual General Meeting Geoff Last, CCP seconded