2018 ANNUAL GENERAL MEETING. April 9, 2018 Westin Playa Conchal Costa Rica

Transcription

1 2018 ANNUAL GENERAL MEETING April 9, 2018 Westin Playa Conchal Costa Rica

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3 AGENDA 1 Roll Call Secretary 2 Minutes of Previous Annual General Meeting - pages 4 to 16 Chairman 3 Financial Statements 2017 Refer to pages 6 to 19 to 2017 Annual Report Chairman 4 Appointment of Auditors 2018 Chairman 5 Confirmation of Acts of Directors Secretary 6 Finance 6.1 Man-hours 2017 Refer to page 2 of 2017 Annual report 6.2 Budget page 17 Chairman 7 Labour Relations M. Dietrich 8 Education and Training Chairman 9 Public Relations R. King 10 Standard Practices R. Felbel 11 Wally McIntosh Memorial Scholarship Secretary 12 Executive Director s Report D. Stewart 13 By-Law Amendments pages 18 to 40 Secretary 14 President s Report R. King 15 Installation of Directors Secretary 16 Other Business Secretary 17 Adjournment Chairman Page 3 of 44

4 Annual General Meeting Minutes of Meeting Location Tuscon, Arizona, Loews Ventana Resort Date/Time April 2, :30am Chairman: Jim DiNovo - President Secretary: Darryl Stewart Executive Director A meeting package and a copy of the OSM 2016 Annual Report was provided for each member in attendance. The Chairman called the meeting to order at 10:30 a.m. and welcomed all members and guests to the 2017 Annual General Meeting. 1 ROLL CALL The Secretary informed the meeting that the voting procedures for the meeting would be in accordance with Article 17.7 of By-Law No.10, Revised Articles of Association, that is, the area Director would act as attorney for all members of their respective areas not voting in person or by proxy. The Secretary determined that a quorum was present and available. Member s Authorized Representative Present: BRANTFORD/HAMILTON/NIAGARA BML Multi-Trades Penney Flashing & Sheet Metal J. Dinovo I. Penney KINGSTON E.S. Fox Constructors Limited R.K. Sheet Metal Consultants R. Smith R. King OTTAWA S.K. Sheet Metal Ltd. Tamkal Limited Ottawa Division C. Godin B. Daly SARNIA McIntosh Mechanical Inc. L. McDonald THUNDER BAY Keating Insulation Inc. W. Keating Jr.

5 TORONTO / BARRIE / PETERBOROUGH Adamson & Dobbin Ltd. Anderson Sheet Metal Black & McDonald Ltd. David C. Little Contracting G & G Sheet Metal Ltd. Modern Niagara Toronto. Inc. Vixman Construction Ltd. D. Dobbin D. Anderson R. Ferguson J. Little J. Gibson K. Crossman D. Brisco WATERLOO-WELLINGTON Trade-Mark Industrial Inc. G. Colussi WINDSOR Caltab Air Balance S. Koutsonicolas OSM STAFF D. Stewart M. Alava 2 MINUTES OF PREVIOUS MEETING On motion by K. Crossman and seconded D. Anderson, the minutes of the previous Annual General Meeting of Members held on April 2, 2016, Los Cabos, Mexico, were approved. 3 FINANCIAL STATEMENTS The Chairman on behalf of the Treasurer, H. Vogt, reported on the Financial Statements. The Financial Statements for the year ended December 31, 2016 as prepared by Swartz and Company was reviewed: Statement of Financial Positions Total Liabilities and Net Assets $979,058 Statement of Operations and Change in Net Assets Operating Revenue $841,102 Expenditures $805,088, Net Assets - End of Year $862,151 Schedule of Operating Expenditures General and Administrative $386,923, Memberships and Subscriptions $250,578, Programs $167,587 Statement of Cash Flows Cash End of Year $127,850 On motion by R. Smith and seconded by C Godin, the financial statements as prepared by Swartz and Company was approved. Page 5 of 44

6 4 APPOINTMENT OF AUDITORS On motion by S. Koutsonicolas and seconded by J. Gibson, the appointment of Schwartz and Company, Chartered Accountant, as the auditors for 2017 was approved. 5 CONFIRMATION OF ACTS OF DIRECTORS The Secretary read the confirmation of Act of the Directors. On motion by K. Crossman and seconded by W. Keating, the resolve that all acts, proceedings, contracts, by-laws, appointments, elections, payments enacted, made, done and taken by the Directors, Officers and Members since the last annual general meeting of April 2, 2016, as recorded in the minutes of meetings of Directors and Members and/or on the books and records of the Group, was approved, ratified and confirmed. 6 FINANCE The Chairman on behalf of the Treasurer, H. Vogt, reported on Finance. 6.1 Man-hours 2016 The man-hour performance was reviewed by local area for The total actual 2016 provincial manhours were 1.28 % above of budget. 6.2 Budget 2017 The budget for 2017 as recommended by the Board of Directors on March 23, 2017 was reviewed. The budget for 2016 estimates a deficit of $55,128, based on an estimate of 4,595,000 provincial man-hours. On motion by W. Keating and seconded by L. McDonald, the 2017 Budget was approved as presented. 7 LABOUR RELATIONS The Chairman on behalf of Labour Relations Council Chairman, M. Dietrich, reported on Labour Relations. An overview was presented of the report included within the OSM 2016 Annual Report. Veteran members of the Labour Relations Council (LRC) stated the 2016 Collective Agreement negotiations was the most different and challenging in their experience. For the newcomers to the Council, it was great opportunity to learn from the veteran members likewise, the Council benefitted from the fresh perspective of the newcomers. Each round of negotiations brings with it different challenges resulting from the economic dynamics occurring in the industry at the time. A priority of the LRC was to have negotiations focus on the revision of contractual language to be more in keeping with the times and to ensure that such negotiations not become sidelined by monetary discussions alone. A strong emphasis was placed on the economic differences across the province and that tailoring to the needs of the local areas was imperative rather than one size fits all for the entire province.

7 The sub-committee for the cladding and decking sector addressed with labour the added competitive pressure not only from non-union but also from the carpenter and iron worker trades. Factors such as the disproportionate difference in the wage scales of the Sheeter and Decker job classifications was addressed and particularly the variance in these wage scales between local areas. A means of validating that a worker s experience and competency equates to the job classification was addressed and in turn, ongoing meetings between OSM and Ontario Sheet Metal Workers and Roofers Conference (OSMWRC) are to take place in 2017 towards implementing training and competency testing for the Cladding and Decking job classifications. Labour was receptive to concerns from management with respect to declining man-hours and that this decline can be attributed to the lower labour cost and the less restrictive jurisdictional scope of practice that benefits the ever-growing non-union sector. The challenge for the union management was how these matters could be minimized in a manner palatable to their membership. The ratification vote from the union membership was closely divided and if anything, this suggests the negotiations proved to result in an agreement that was not heavily weighted in favour of either party. Equally important, the working relationship between OSM and the OSMWRC remains healthy and constructive. Much more work is to be done towards increasing the market share for unionized sheet metal within the province. The key is for labour and management to continue to meet on a regular basis between contract negotiations and that we face the challenge of increasing our market share in a cooperative manner that produces innovative ideas and positive results for all involved. 8 EDUCATION AND TRAINING L. McDonald, Chair of the Education and Training Committee, reported on Education and Training. An overview was presented of the report included within the OSM 2016 Annual Report. Canadian Apprentice Competition The 2016 Canadian Apprentice Competition was held July 21-24, in Halifax, Nova Scotia. Derek Dolar, (Poleair Technical Inc.), Donovan Du Randt, (William Radtke Sheet Metal), David Dunn Jr. (Sexton Sheet Metal), Joshua Wettlaufer (Nelco Mechanical), Ryan Wilson (Modern Niagara Ottawa). These gentlemen were top five finishers from the 2015 Ontario competition that took place in Kingston in September The competition consisted of practical test, pattern drafting and the construction of copper and brass cannon depicting those positioned along the ramparts of the Citadel. The fabrication of the cannons took place on the Halifax Harbourfront. The excellent weather was ideal for those enjoying a walk along the harbourfront to pause and watch the apprentices show off their skills. Proudly for Ontario, Donavan Du Randt won 1 st place, David Dunn won 2 nd place and Joshua Wettlaufer won the congeniality award of the competition. SMWIA Local 409 was the gracious host of the competition and most welcoming to the delegates from the OSM by including us to join the union delegates and apprentices at a lobster dinner. Page 7 of 44

8 The 2017 Canadian Apprenticeship Competition will take place in Ottawa from June 28 July 2. This is anticipated to be memorable competition as it will coincide with celebrations in the capital city of our nations 150 th anniversary of confederation. Ontario Apprentice Competition The 2016 Ontario Apprenticeship Competition was held in London, Ontario, September 28-October 2, Eleven apprentices representing Brantford-Hamilton-Niagara, London, Ottawa, Toronto, Waterloo- Wellington, and Windsor competed. The competition consisted of a practical test, pattern drafting and the construction of a copper and brass representation of the Fanshawe Dam complete with the animation of flowing water. The construction of the dam took place outdoors at Covent Gardens. A perfect location for public viewing but unlike the Canadian Competition the weather was cool and rainy, so this discouraged the public from watching the apprentices at work. The location chosen at Convent Gardens serves as an outdoor skating pad in the winter months. With the rain, it was soon discovered the grounds were lacking in drainage and the ponding of water brought concern of the competitors and the competition staff developing trench foot. The competitors and staff soldiered on with good humor and were rewarded with dryer conditions by afternoon. The judging was conducted by Larry McDonald and Steve McLellan representing OSM and Alan McQuillan and Joseph Carroll representing Ontario Sheet Metal Workers and Roofers Conference. The 5 place winners will represent Ontario at the 2017 Canadian Apprenticeship Competition. 1 st place, Michael Tull (HVAC Depot), 2 nd Place, Michael Parker (Dilfo Mechanical), 3 rd place, Dan Bohran (Engie Mutli-Tech), 4 th place, Bryce Roberts (Rozell), 5 th place, Robert Bowman (Alpha Free-flow), Congeniality, Christopher Kovach (Schreiber Bros). OSM delegates attended a Yuk-Yuk night club dinner hosted by Local 473. As the meal was served, the local union presented a video tribute to Bob Brown, retired SMWIA Director of Canadian Affairs. Bob sadly passed away April 5, 2016, at the age of 68. The tribute was fitting as Bob commenced his sheet metal career as a member of Local 473 and had received his 50-year pin from Local 473 just before his passing. The OSMWRC also hosted the OSM delegates at a dinner to celebrate the 50 th anniversary of their convention. The 2017 Ontario Apprenticeship Competition will take place in Windsor from September 27 th to October 1 st. The Education & Training Committee encourages local area employers and especially employers with competing apprentices to attend the apprenticeship competitions. Apprentices are the future of our industry and it is encouraging for all those involved in the competitions to see employers attending the competitions in support of the apprentices. The Committee thanks those employers that attended the competitions in support of the apprentices and the competition.

9 9 PUBLIC RELATIONS R. King, Chair of the Public Relations Committee, reported on Public Relations. An overview was presented of the report included within the OSM 2016 Annual Report. Crossflow Our relationship with Media Edge as publisher of Crossflow ceased through 2016 resulting from insufficient advertising revenue. SMACNA OSM promoted our affiliation with SMACNA with a micro banner advertisement on the Ontario General Contractors Association website. This banner recommends to designers that specify SMACNA standards to also specify a SMACNA contractor. The banner links the reader to the OSM website. The OGCA site is visited heavily by the General contractors as well as architects, Engineers, Municipalities, and other associations. OSM Website & Communications We have made necessary enhancements to the OSM Website for the implementation of online registration and payment for events such as OSM convention. The online payment is secure through PayPal and we now accept Amex in addition to Visa and Mastercard. In the coming year, we will be making added improvements to the website including a format that is mobile friendly and an overall general freshening up. Communications and Bulletin Notices are now broadcast via through Mailchimp. This service provides OSM with a better means of distributing communications including embedded links and campaign analytics. The communications are also posted and archived on the OSM website: Convention 2016 The 2016 convention location at Dreams Los Cabos was a last-minute change from the planned Riviera Maya. The change was made under recommendation from destination managers due to high water temperature in the Caribbean Sea fostering the excessive growth of seaweed and the resulting unpleasant conditions of the seaweed piling up on beaches. Those who attended convention took activities such as ATV trips through the dessert, local shopping, dining and a few even managed to negotiate a round of golf at a more reasonable cost with locals. The group enjoyed a sunset cruise from Cabos San Lucas. The cruise included a tour about the El Arco (The Arch) which is a distinctive rock formation that erupts from the sea at the tip of the Baja Peninsula. The group was also entertained during the cruise by an aerial display of rays leaping from the sea. All in all, Los Cabos turnout was less than hoped for, but the venue didn t disappoint with excellent accommodation, food and of course beautiful weather. Page 9 of 44

10 Wayne Peterson Retirement Dinner OSM combined with TSM to honour Wayne Peterson on his retirement as Executive Director of the organizations. The event was well attended by members of the associations and by representatives of other industry associations. Emcee and entertainer Matt Disero kept the crowd entertained ad engaged throughout the evening. Speeches were made by Tim Fenton Business Manager of OSMWRC, Sean Strickland CEO of the Ontario Construction Secretariat, Tom Soles Executive Director of Market Sectors, SMACNA, the Honorable Member and Past President of TSM, Harry Vogt OSM Treasurer. The speeches combined good humour with personal stories and heartfelt words about Wayne. It was an evening enjoyed by all. 10 STANDARD PRACTICES R. Felbel and D. Anderson, Co-Chair the Public Relations Committee. The Chairman on behalf of Co- Chairman, R. Felbel, reported on Standard Practices. An overview was presented of the report included within the OSM 2016 Annual Report. The Standard Practices Committee met four times in The Committee monitored the progress in both Federal and Provincial Prompt Payment Legislation actions of the government, the Ontario College of Trades with respect to the Tony Dean review and revisions to the Ontario Building Code. Federal Prompt Payment has made some ground in 2016 with Bill S-224 being introduced in the Senate by Senator Plett and Senate Committee hearings taking place in February There is optimism the legislation will reach the House of Commons as early as March The Ontario Government released the long-awaited Reynold s Vogel review of the Construction Lien Act on September 26, Premier Wynne s letter dated September 23 to Attorney General Naqvi included the mandate to introduce legislation in spring 2017 to modernize the Construction Lien Act. Prompt Payment Ontario has reiterated the expectation to the Attorney General that this legislation indeed is introduced before April 27, In response to the Tony Dean review the Government introduced legislation under Omnibus Bill 70 and the Bill received Royal Accent on December 8. The polarizing changes under the legislation include that hearings on the scope of practice will be heard by the Ontario Labour Relations Board (OLRB) instead of a Justice of the Peace. The concern from compulsory trades is that the OLRB will afford consideration to OLRB jurisprudence on labour jurisdictional disputes as opposed to the scope of practice prescriptions under the Ontario College of Trades and apprenticeship act, and in turn permit the scope of practice of compulsory trades to be encroached upon by non-compulsory. OSM has been vocal to Premiere Wynne, Minister of Labour Kevin Flynn and the Ontario College of Trades that our expectation is compliance and enforcement of the sheet metal trade will continue and the scope of practice will not be eroded and encroached upon. The Committee selected to present the SMACNA field-based Project Management Program in Ottawa, Vaughan, Oakville and Windsor. The program was delivered by Kevin Dougherty and as always Kevin held a captive audience with his energetic and straightforward speaking style. The turn out to the program was excellent and feedback from the attendees was a worthwhile experience.

11 11 WALLY MCINTOSH MEMORIAL SCHOLARSHIP L. McDonald reported on the 2016 Wally McIntosh Memorial Scholarship. Winners were Rachael Richards, daughter of David Richards, of William Radtke Sheet Metal and Nathaniel Carr, son of Charles Carr of Nelco Mechanical. Ms. Richards is attending the Bachelor of Accounting Coop program and Brock University and Mr. Carr is attending the Computer Science program at Wilfred Laurier. Both winners received $2,000 scholarships. A further $1,000 scholarship, is offered to a deserving student enrolled at Lambton College which is Wally McIntosh s home area. Lambton College selected Tim MacCrone from the Millwright Mechanical Technician Program to be the recipient of the $1000 scholarship award. Larry McDonald attended the Academic Awards Ceremony at Lambton College as the OSM representative. 12 EXECUTIVE DIRECTOR S REPORT D. Stewart provided an overview of the Executive Directors report included within the OSM 2016 Annual Report. The Executive Director noted that 2016 was eventful with the dealings of Collective Agreement Negotiations, Labour Relations, Prompt Payment, Bill 70 and managing staff changes. D. Stewart thanked the Board of Directors and committee members for their welcoming support. D. Stewart also thanked the predecessor Wayne Peterson for his service to our industry and in mentoring him throughout the job shadowing period. An overview of the industry groups that OSM participates in was provided: Build Force Canada Originally created as the Construction Sector Council, BuildForce Canada is a national industry-led organization committed to working with the construction industry to provide information and resources to assist with the management of the workforce requirements. CECCO CECCO is a Council made up of twenty-eight of the management construction bargaining agencies in the Province. Also, invited to the meeting are residential construction (Rescon) and Electrical Power Sector Contractors Association (EPSCA) representatives. The Council meets four times a year with discussions centering on labour issues, Market concerns and issues that the individual trade associations may wish to share. With 2016 being a collective agreement bargaining year, the associations met a few times during the negotiation progress for their respective industries and shared innovative agreement terms towards increasing market share. Page 11 of 44

12 Infrastructure Health & Safety Joint Sheet Metal Trade Committee This a joint committee of Sheet Metal workers representatives and Sheet Metal contractor representatives that meet three to four times per year with the primary focus on Health and Safety from the perspective of the sheet metal industry. National Trades Contractors Coalition of Canada (NTCCC) The coalition members are primarily National Sub-Contractor Associations representing sectors of the Construction Industry. The sheet metal industry does not have a national association however OSM is a member of NTCCC providing a voice for our industry. The coalition is well organized and a strong advocate for Federal Prompt Payment and lien reform tabled under Bill S-224 which is currently under review in the Senate. OSM actively participates in the coalition meetings and lobbying efforts by meeting with Senators and Members of Parliament. There is great expectation the Bill will be introduced in the House of Commons in spring of 2017 and that the government and opposition will do the right thing by passing the Bill to legislation. Ontario Construction Secretariat (OCS) OCS provided resources and reports to both employer and employee bargaining agents during the 2016 collective agreement negotiations. OCS is impartial and therefore the information provided by the Secretariat is viewed as credible by both employer and employee bargaining agents. The OCS provided OSM with valuable data pertaining to market share on not only the sheet metal industry but in the other mechanical trades and the electrical trade. This information was requested by OSM because labour tends to use these other trades for comparative purposes. The Secretariat also hosted their Annual State of the Industry and Outlook Conference in Toronto on March 8, Future Building in London from April 19 to 21, AGM and Conference in Waterloo from September 15 and 16. These events were attended by OM and found to be worthwhile and informative. Prompt Payment Ontario The PPO coalition is a single mandated organization focused on lobbying for Prompt Payment Legislation Ontario. The long-awaited Reynolds-Vogel lien review report presented to the government on April 30, The Premier s mandate to the Attorney General is for lien reform legislation to be introduced in spring Reynold and Vogel have been retained by the government to assist in drafting the legislation. PPO is monitoring the government to ensure it makes good on its mandate. In the meantime, PPO continues to lobby for this direly needed legislation. SMACNA An objective of OSM is to ensure that the individual member benefit not only from having membership in SMACNA but from being associated with a Chapter. An important aspect of being a SMACNA Chapter is the recognition it receives from the design community and the authorities having jurisdiction such as building code officials. Under the umbrella of SMCANA Ontario, we sit on the Mechanical Services Advisory Committee (MSAC) as a non-voting member. MSAC is a committee of Building Departments from municipalities across southern Ontario. We are viewed by the committee as a technical resource and conduit issue to complete is to have our

13 five SMACNA Technical Services Group. Further, by having participation in the committee, we are privy to building code matters under review and the committee provides a forum to voice OSM concerns and opinions. The SMACNA Toronto Chapter has partnered with ASHRAE over the past two years in hosting an Industry Exposition and Seminar. These events have become increasingly successful in building upon our relationship with ASHRAE and promoting OSM and SMACNA as a resource to the design community. In 2016, OSM presented Field Based Training program in Ottawa, Vaughan, Oakville and in Windsor from August 22-26, The program received excellent reviews from those in attendance. OSM is consulting with the local associations to select the programs we will presenting in The annual Chapter Executive Meeting is attended by SMACNA Chapter Executives from across North America. The meetings are a forum from the Chapter Executives to share ideas and resources that are of benefit to labour relations and in managing the day to day operations of an association. These meetings are very worthwhile attending. The SMACNA Annual Convention is another worthwhile experience and members are encouraged to attend this convention. The educational seminars, meetings and interaction with contractors from across North America is beneficial. The SMACNA Market Sectors team published three revised manuals and two white papers in The manuals published were: HVAC Bid Specifications Reference manual that aligns with the most recent CSI MasterFormat and new SMACNA technical publications; HVAC Systems- Understanding the Basics manual which includes new topics addressing wet and dry components of HVAC systems, updated diagrams and chapter Q and A units to use the manual as an education too; Residential Retrofit and Service Operations Management Program which reflects current proven business practices in residential and light commercial retrofit and service operations. The white papers The Business Case for BIM and Making RFIs More Effective, provide practical tools and ideas to help contractors improve the request for information process. The Technical Services group issued two revised standards; Residential Comfort Systems Standard and Round Industrial Duct Construction Standard. In addition, the group issued a new Thermoset FRP Duct Construction Standard and developed the Architectural Sheet Metal Downspout and Gutter Sizing App. A public review process is upcoming for the next edition of HVAC Duct Construction Standards Meet and Flexible. In 2016, SMACNA put its entire library of technical publications and CAD drawings online in a cloudbased annual subscription service. Publications are available to the industry as individual documents, in packages, or as a complete library. Every SMACNA member gets one seat license to the entire library at no charge. An unlimited number of users within the company have access to publications under the license, but any individual publication Page 13 of 44

14 can only be opened by one user at a time. Additional seat licenses are available to SMACNA members at a discount price. OSM, is reviewing the current structure of having five separate SMACNA chapters as opposed to one Provincial Chapter. The current structure has presented issues such as the burden on administrative resources to promote SMACNA and the complexities for the separate local associations to collectively coordinate and manage the Chapters. Not all the local associations can afford the resources necessary to provide members with the full benefits of being a member of SMACNA Chapter. OSM manages the collection of SMACNA membership fees and assessments for the entire province. The training programs are also coordinated through OSM since each local association has a representative on the Board of Directors and in turn have a voice. Through a Provincial Chapter managed through OSM, each member will be provided equal benefit from being associated with SMACNA and the participation from local areas in managing the Chapter will be encouraged and welcomed. These restructuring is under discussion with SMACNA. 13 BY-LAW REVISIONS The Secretary presented the proposed by-law amendments. The proposed amendments to By-laws 12.0 consisted of: a) Aligning with the revision to the General man-hour assessments enacted in Whereas the General Assessment revised to be assessed on the first million hours of each local association and 60% of the General Assessment shall be assessed on to 2 million hours of each local association. b) Add the $0.03 per hour assessment without cap as recommended by the Board of Directors to be effective May 1, 2017 c) Simplify the structure of assessments for clarity purposes. The proposed by-law amendments were: 12.0 FINANCES (Revisions as noted in red font) 12.5 Assessment levels shall be proposed by the Finance Committee through the preparation of the annual budget. The annual budget, following approval by the Board of Directors, shall be authorized by a majority of votes cast at a special or general meeting of the members. Area Assessment shall comprise of: General Assessment consisting of three graduated rates: First Graduated Rate of the General Assessment shall be applied to the first 1,065,000 man-hours of each local area. Second Graduated Rate of the General Assessment shall be applied to 1,065,000 to 2,000,000 man-hours of each local area. Third Graduate Rate of the General Assessment shall be applied to all hours excess of 2,000,000 man-hours of each local area.

15 The SMACNA Assessment shall be assessed on all man-hours; no cap. If there is a determination at some later date to discontinue membership in SMACNA this assessment will cease. The Area Assessment Rates shall be as follows: Effective May 1, 2017 Area Assessment 0 to 1,065,000 Man-Hours Greater than 1,065,000 to 2,000,000 Man-Hours Greater than 2,000,000 Man-Hours General $0.156 per man-hour $ per man-hour $0.04 per man-hour SMACNA $0.050 per man-hour $ per man-hour $0.05 per man-hour TOTAL $0.206 per man-hour $ per man-hour $0.09 per man-hour On motion by C. Godin and seconded by R. Smith, the proposed by-law amendments were approved. 14 PRESIDENT S REPORT J. DiNovo presented his report as included within the OSM 2016 Annual Report. The President acknowledged the efforts of past and present staff, recognized retiring and new staff. The President also spoke to the collective agreement negotiations and the contributions of the LRC chair and committee members, highlights of the 2016 Convention and he encouraged members to avail themselves to the benefits of SMACNA. The President welcomed incoming President Robert King and thanked the Directors, committee members, contractors and staff for supporting him in his role of President.. 15 INSTALLATION OF DIRECTORS The Secretary presented the names of the representatives appointed by the respective local areas to the OSM Board of Directors for Brantford/Hamilton/Niagara Kingston London Ottawa Sarnia Sault Ste Marie/Sudbury Thunder Bay Toronto Waterloo-Wellington Windsor Jim DiNovo Robert King George Gallant Cathy Godin Larry McDonald Felix Lopes Jr. Robert Felbel Kim Crossman Harry Vogt Steve Koutsonicolas On motion by D. Dobbin and seconded by J. Gibson, the installation of the representatives was approved. Page 15 of 44

16 16 OTHER BUSINESS The Chairman called upon any new business to be presented. The Secretary announced the 2018 OSM Convention will take place at the Westin Playa Conchal in Costa Rica. 17 ADJOURNMENT The Chairman called for a motion to adjourn. On motion by D. Dobbin and seconded by R. Smith, the meeting was adjourned at 11:20am

17 ONTARIO SHEET METAL CONTRACTORS ASSOCIATION PROPOSED BUDGET 2018 April 9, Annual General Meeting 2016 Budget 2016 Actual 2017 Budget 2017 Actual 2018 Budget REVENUES Industry Fund $ 707,903 $ 724,100 $ 788,587 $ 869,052 $ 848,019 Interest $ 25,000 $ 25,103 $ 30,000 $ 35,483 $ 30,000 Sundry Revenue $ 1,250 $ - $ 1,250 $ - $ - TOTAL REVENUES $ 734,153 $ 749,203 $ 819,837 $ 904,535 $ 878,019 EXPENDITURES GENERAL Admin. Fee to TSM $ 42,494 $ 42,494 $ 43,344 $ 43,344 $ 44,211 Audit $ 7,200 $ 6,600 $ 7,200 $ 6,800 $ 7,200 Bank Charges $ 3,000 $ 989 $ 1,000 $ 1,243 $ 1,000 Directors Insurance $ 1,400 $ 1,108 $ 1,300 $ 1,108 $ 1,300 Office Equipment $ 500 $ - $ 1,000 $ - $ 1,000 General Expenses $ 700 $ - $ 3,500 $ - $ 3,500 Legal $ 10,000 $ 298 $ 10,000 $ - $ 5,000 Meetings - Directors $ 53,977 $ 30,900 $ 41,751 $ 40,229 $ 25,850 Meetings - Regional $ 5,503 $ 14,212 $ 35,712 $ 11,980 $ 49,970 Meetings - Labour $ 55,676 $ 63,629 $ 13,332 $ 10,627 $ 16,052 Office Supplies $ 8,500 $ 4,371 $ 7,000 $ 1,736 $ 7,000 Printing $ 400 $ 633 $ 18,000 $ 18,871 $ 1,000 Communications (postage) $ 1,200 $ 2,412 $ 1,200 $ 322 $ 1,200 Salaries & Fees $ 220,015 $ 199,321 $ 156,579 $ 157,363 $ 166,543 Telephone & Fax $ 2,800 $ 1,199 $ 1,500 $ 851 $ 1,500 Tool Insurance $ 18,000 $ 18,000 $ 18,000 $ 18,000 $ 18,000 TOTAL GENERAL $ 431,365 $ 386,166 $ 360,419 $ 312,474 $ 350,325 MEMBERSHIP & DUES CECCO $ 12,500 $ 11,740 $ 12,000 $ 10,259 $ 12,000 NTCCC $ 7,500 $ 5,000 $ 7,500 $ 5,000 $ 7,500 SMACNA $ 229,750 $ 233,838 $ 224,950 $ 252,719 $ 230,300 COCA na na na $ 1,282 $ 9,970 Prompt Payment Ontario $ - $ - $ - $ - $ - Other Subscriptions $ - $ - $ - $ 176 $ - TOTAL MEMBERSHIPS & DUES $ 249,750 $ 250,578 $ 249,800 $ 269,436 $ 259,770 PROGRAMS Annual Convention $ 93,585 $ 90,555 $ 117,139 $ 89,379 $ 112,952 Apprenticeship Comp $ 29,925 $ 33,938 $ 33,675 $ 32,904 $ 34,175 Public Relations $ 17,500 $ 21,225 $ 22,000 $ 11,670 $ 50,886 Wally McIntosh $ 5,000 $ 4,000 $ 5,000 $ 5,000 $ 5,000 Standard Practice $ 16,590 $ 17,869 $ 44,901 $ 58,718 $ 64,366 TOTAL PROGRAMS $ 162,600 $ 167,587 $ 222,715 $ 197,671 $ 267,379 TOTAL EXPENDITURES $ 843,715 $ 804,331 $ 827,584 $ 779,581 $ 877,475 SURPLUS (DEFICIT) $ (109,562) $ (55,128) $ (7,748) $ 124,954 $ 544 Man-hour Budgeted 4,595,000 4,499,000 4,606,000 Man-hour Actual 4,653,769 4,987,080 Page 17 of 44

18 OSMCA - PROPOSED BY-LAW AMENDMENT SCHEDULE B 1. Add names of recognized representative local association for each corresponding geographic area: add ONTARIO SHEET METAL CONTRACTORS ASSOCIATION SCHEDULE "B" GEOGRAPHIC AREAS The geographic areas are those outlined in Clause 1 of the various Appendices which form part of the Provincial Collective Agreement. Appendix Geographic Area Recognized Representative Local Association "B" Brantford, Hamilton, & Niagara Brantford, Hamilton, & Niagara Sheet Metal Contractors Association C Kingston Mechanical Contractors Association of Kingston D London London Sheet Metal Contractors Association E Ottawa Mechanical Contractors Association of Ottawa G Sarnia Sheet Metal Contractors Association of Sarnia H & I Sault Ste. Marie, Sudbury Mechanical Contractors Association of Sudbury J Thunder Bay The Lakehead Sheet Metal Contractors Association K Toronto (including Barrie & Peterborough) Toronto Sheet Metal Contractors Association L Waterloo-Wellington Waterloo-Wellington Sheet Metal Contractors Association M Windsor-Chatham Mechanical Contractors Association of Windsor

19 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Add omitted city of Barrie to geographic area #8: add 5.0 GEOGRAPHIC AREAS For representation and administration purposes the Province of Ontario shall be divided into ten (10) geographic areas: 1 Hamilton, Brantford, Niagara 2 Kingston 3 London 4 Ottawa 5 Sarnia 6 Sault Ste Marie, Sudbury 7 Thunder Bay 8 Toronto, Barrie, Peterborough 9 Waterloo-Wellington 10 Windsor The boundaries of the geographic areas are as set out in the Provincial Collective Agreement for the sheet metal trade and outlined in Schedule "B" attached hereto. Page 19 of 44

20 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete gender specific wording: delete 2. Add gender neutral wording: add 3. Delete grammatically incorrect or verbose wording: delete 4. Add grammatically correct or concise wording: add 6.0 MEMBERSHIP 6.1 Membership in the Association shall be limited to Sheet Metal, Roofing, Sheeting and Decking, and Air Handling Contractors in the Province of Ontario engaged in the business of manufacturing, fabrication, assembling, handling, erection, installation, dismantling, reconditioning, adjustment, alteration, repairing, and servicing of Sheet Metal Work and of any other items including controls, insulation, piping, and refrigeration pertaining to or associated with ventilation, air conditioning, warm air heating and any other air handling system. The Board of Directors may by Resolution admit any contractor engaged in the businesses set out above to membership in the Association. Membership may not be denied except for fair and reasonable cause. The members of the Association shall consist of the Sheet Metal and Air Handling Contractors who are members in good standing as of the date of this enactment and those who shall hereafter become members of the Association in accordance with these Articles of Association. 6.2 Contractors complying with Article 6.1 above may apply for membership in the Association by completing an application form containing such questions and provisions as may be determined from time to time by the Board of Directors, which form may be obtained by any applicant from the Association Office. The membership fee shall be as determined from time to time by resolution of the Board of Directors. For those geographic areas which have a recognized local association, membership in the Association shall be determined by such local association. 6.3 There will be an Associates Division open to Manufacturers and Suppliers and other allied business Associations and firms. This Division will have no voting rights. The membership fee for membership in the Associates Division, which shall be known as "Associate Membership" shall be as determined from time to time by resolution of the Board of Directors. 6.4 Any member who is not in arrears in his fees or assessments may withdraw from membership in this Association by filing his resignation with the Executive Director; provided, however, that no member may withdraw from membership while negotiations with a union for a renewal, with or without modifications, of a collective agreement are in progress, that is, between the time of the first meeting for negotiations with the Union and the signing of a new collective agreement.

21 6.5 The Board of Directors may by resolution declare any member to be no longer a member of the Association if: (a) The member ceases to qualify for membership under Article 6.1 above; (b) The member becomes bankrupt, makes an assignment or proposal for the benefit of creditors, or is otherwise legally declared insolvent; (c) Is in arrears of membership fees or any other monies due the Association for a period of three months. PROVIDED that seven days written notice be given to such member of the date and place of a meeting of the Board at which the member may appear and show cause why such action should not be taken. The notice shall specify the reason or reasons for which the Board is contemplating action under this subsection and the member shall be entitled to be represented before the Board by counsel. 6.6 Each member of the Association covenants and agrees to and with the Association and each of its members to observe, perform, abide by and be bound by and to comply with every ruling, resolution and decision of the Board of Directors. Any member may be fined and/or expelled for cause from the Association by the vote of two-thirds (2/3rds) of the members present at the annual meeting of the members or at any special meeting of members duly called for that purpose. The notice calling such meeting shall state the reason or reasons for such contemplated fine and/or expulsion and the member involved shall be given an opportunity to be heard by the meeting and shall be entitled to be represented by counsel. Only members' representatives present in person may vote on such fine and/or expulsion. 6.7 If a member is expelled or ceases to be a member pursuant to the above article, no fees paid by him the ex-member shall be refunded. After expulsion, any exmember may apply for readmittance into membership. The application at such time must be accompanied by the payment of all outstanding fees, fines, or assessments and entrance fees. Such applicant will be on probation for a one (1) year period and if such member's application is then approved by the Directors, the member shall be readmitted to membership. 6.8 Each member shall authorize one eligible person to be its representative at the Association and no member shall be entitled to more than one authorized representative at a time unless otherwise provided by the Board of Directors. A member may change its authorized representative at any time by notice in writing addressed to the Executive Director. The representative so authorized shall be a principal of the member or be employed by the member in either a full time or part time capacity. Employees of a trade or other association shall not be eligible to act as a member's representative and shall not become eligible for a period of ninety (90) days following termination of employment with an association. Page 21 of 44

22 6.9 The Association shall not act in a manner that is arbitrary, discriminatory or in bad faith in its representation of any employer for which it bargains in connection with regarding labour relations whether the employer is a member of the Association or not, and the Association shall not discriminate against any employer in the matter of fees, dues or levies whether that employer is a member of the Association or not.

23 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Add language pertaining to local associations bound by a common local union: add 7.0 LOCAL ASSOCIATIONS Members in a geographic area may form a Local Association of contractors and apply to the Association for recognition of such a Local Association. The Board of Directors shall recognize a Local Association of members provided its objects, constitution and by-laws are acceptable to the Board of Directors and not in conflict with the objects, constitution and by-laws of the Association. The Board of Directors may delegate to a recognized Local Association from time to time such duties, responsibilities or privileges as may be necessary. No local association shall have more than 49% of the total voting membership of the Association. Any members of a local association over this 49% total shall be considered associate members of the Association without a vote. Local Associations that are bound by a common local union shall form joint committees on matters of apprenticeship, vocational training, safety training and labour relations. Page 23 of 44

24 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete wording: delete 2. Add wording: add 3. Define number of Directors to comprise the Board. 4. Add rights of local association to appoint or not appoint a Director. 5. Define qualifications of Director appointed by local association. 6. Define qualifications and election protocols of Director other than appointed by local association. 7. Define removal or disqualification of Directorship. 8. Define term of Directorship. 9. Amend installation of Directors. 8.0 DIRECTORS 8.1 The affairs of the Association shall be managed by a Board consisting of a maximum of one Director for each of the geographic areas set out in Article 5.0, plus one Director being the immediate past president of the Association. ten (10) Directors. The qualifications of a Director shall be that he or she be the authorized representative of a member in good standing of the Association. Each recognized local association, as listed within Schedule B, may appoint one Director to the Board of Directors who is an authorized representative of one of the members in the geographic area and a Director of the recognized local association. If two or more recognized local associations prefer to be represented by one common Director, the members in those areas may do so, it being understood that the Director so appointed will have only one vote at meetings of the Board of Directors. A Director, other than appointed by a recognized local association shall be elected by the membership. No more than two (2) Directors may be members from the same geographic area as set out in Article The business of the Association shall be directed by the Board of Directors. The Board of Directors shall: - Elect and appoint Officers; - Select Chairmen of Committees and approve Committee members; - Advise and assist the President; - Recognize Local Associations of member contractors;

25 - Ensure that vacancies in the Board of Directors are filled; - Review and approve all committee activities; - Pass and/or review by-laws; - Forecast and evaluate conditions affecting the sheet metal and air handling industry; - Establish Association objectives and policies, annual and long-term goals; - Establish Association objectives and policies, annual and long-term goals; - Review and approve annual budget and commit Association funds - Select accountants to audit financial statements; - Obtain professional services; - Issue annual report; - Avoid conflict of interest and ensure ethical conduct. 8.3 The members in each of the geographic areas set out in Article 5.0 shall elect one Director to the Board of Directors who is an authorized representative of one of the members in that geographic area to represent the members of that local area on the Board of Directors. If two or more geographic areas wish to be represented by one Director, the members in those areas may do so, it being understood that the Director so elected will have only one vote at meetings of the Board of Directors. If the members of a geographic area shall terminate the appointment of their Director a vacancy shall be deemed to have occurred in the Board. A Director may be removed or disqualified from the Board for any of the following reasons: a. Being absent from three (3) consecutive meetings of the Board of Directors. b. Conduct unbecoming a member of the Board as determined by a hearing of the Board of Directors. c. The recognized local association terminates the appointment of the respective Director d. If the member is no longer a member as declared under Articles 6.1, 6.5, 6.6 and 6.7. e. The Director is no longer the authorized representative of the member in accordance with Article 6.8 Page 25 of 44

26 8.4 The installation of the Board of Directors will normally take place at the annual general membership meeting. The term of Directorship after installation is two (2) years. Recognized local associations shall confirm to the Executive Director, by no later than January 31 st of expiration year of the Director s term, the name of the respective appointed Director to be installed at the annual general meeting. The election of Directors, not appointed by recognized local associations, shall take place at the Annual General Meeting. The Executive Director shall issue a call for Director nominations from the membership by no later than February 14 th. Nominations shall require the written endorsement with the appropriate signatures of five (5) member representatives. Nominations must be received by the Executive Director no later than 30 days prior to the annual general meeting. The Management Committee shall prepare a slate of nominees recommended for election to the Board at the annual general meeting. Nominations will not be accepted from the floor of the annual general meeting. 8.5 Should any vacancy occur on the Board of Directors, the members of the geographic area affected shall appoint any member's authorized representative to fill such vacancy. Should any Director fail to attend three (3) consecutive meetings of the Board of Directors it shall be deemed that a vacancy has occurred on the Board. The Board of Directors may appoint a representative to fill the vacancy on the Board if the members of the geographic area affected fail to do so within a period of sixty (60) days. If a recognized local association shall terminate the appointment of their Director, or if such Director resigns, or is removed from the Board under Article 8.3, a vacancy shall be deemed to have occurred in the Board. The recognized local association shall appoint a replacement Director within sixty (60) days of the vacancy. Failing this, the Board of Directors may appoint a representative to fill the vacancy until the next annual general meeting. Such appointment shall be approved by majority vote of the Board of Directors. If a Director, elected by the membership, resigns, or is removed from the Board under Article 8.3, a vacancy shall be deemed to have occurred in the Board. The Board of Directors may appoint a representative to fill the vacancy until the next annual general meeting. Such appointment shall be approved by majority vote of the Board of Directors.

27 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete wording: delete 2. Add wording: add 3. Redefine the make-up of the Labour Relations Council. 4. Revise voting structure in the event of a deadlock LABOUR RELATIONS COUNCIL There shall be a Labour Relations Council (the "Council) of the Association (a) The Council shall be responsible for all matters related to labour in accordance with these Articles of Association and more particularly the Council shall be responsible for the negotiation and administration of any provincial collective agreement in any sector or sectors as defined in the Ontario Labour Relations Act; (b) The Council shall be composed of a maximum of one member for from each of the geographic areas recognized local associations set out in Article 5.0 Schedule B, one member for the Sheeting and Decking section, plus a chairman and a secretary the Executive Director. Fifty percent (50%) of all formally appointed members plus one present in person or by official alternate will constitute a quorum for the transaction of business at meetings of the Council. The Executive Director shall only have a vote in the event of a deadlock; (c) The Chairman Chairperson of the Council shall be appointed by the Board of Directors upon recommendation of the Council.; The Chairman shall only have a vote in the event of a deadlock; (d) The geographic areas recognized local associations and the Sheeting and Decking section shall appoint an official representative and, if they wish, an official alternate to the Council; (e) If two or more geographic areas recognized local associations and/or the Sheeting and Decking section wish to be represented by one common official representative, the members affected may do so, it being understood that the representative so appointed will have only one vote at meetings of the Council; (f) All official representatives and official alternates appointed to the Council shall be authorized representatives of member firms in good standing; Page 27 of 44

28 (g) Should any vacancy occur on the Council, the members recognized local association affected shall appoint any member's authorized representative to fill such vacancy. Should any official representative fail to attend in person or by official alternate three (3) consecutive meetings of the Council it shall be deemed that a vacancy has occurred on the Council. The Board of Directors may appoint an official representative to fill the vacancy on the Council if the members affected fail to do so within a period of sixty (60) days. (h) The geographic areas and the Sheeting and Decking section shall have one vote in the Council by their respective official representative or alternate and there shall be no vote by proxy (i) The Directors of the Association, on the Council's recommendation, may appoint other representatives of special Associations to the Council and such representatives shall be entitled to participate at meetings of the Council without vote; (j) All Agreements negotiated by the Council and all other acts of the Council shall be subject to ratification by the Board of Directors of the Association.

29 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete wording: delete 2. Add wording: add 3. Delete gender specific wording: delete 4. Add gender neutral wording: add 5. Add for Management Committee to prepare slate of Director nominees for election. 6. Define Education Committee shall constitute management section of the Operations Board of Directors of the Ontario Sheet Metal Workers Training Centre COMMITTEES The President and the Executive Director shall be ex-officio members of all committees. The standing committees of the Association shall be: 11.1 The Management Committee shall consist of the President, President-Elect, Vice- President, Treasurer and the most immediate Past President. This Committee shall counsel and assist the President in conducting the affairs of the Association. This Committee shall also be responsible for recommending approval of applications for membership and for preparing a slate of Director nominees recommended for election at the annual general meeting The Standard Practices Committee shall consist of a Director as Chairman Chairperson, and three or more other Association members in good standing. This Committee shall be responsible for all matters related to business practice and for the development of administrative and technical standards for the sheet metal and air handling industry The Finance Committee shall consist of the Treasurer as Chairman Chairperson, the Executive Director and two other members of the Board. This Committee shall be responsible for advising the Officers and the Board on matters relating to revenues and expenditures. It shall be responsible for preparation of financial reports and budgets as they may be required. Page 29 of 44

30 11.4 The Legislation Committee shall consist of a Director as Chairman Chairperson, and three or more other Association members in good standing. This Committee shall be responsible for representation with the Provincial Government and other responsible Associations working towards same ends in the legislation field The National Association Committee shall consist of the immediate Past President as Chairman Chairperson, one or more Past Presidents, and two or more Association members in good standing. This Committee shall be responsible for representation of the Ontario Association at the National Association and for coordination with other trade associations at the National level The Education and Training Committee shall consist of a Director as Chairman Chairperson, and three or more Association members in good standing. This Committee shall constitute the Management section of the Provincial Joint Apprenticeship and Training Council and the Operational Board of Directors of the Ontario Sheet Metal Workers Training Centre. This Committee shall be responsible for apprenticeship programmes and for all other educational activities The Public Relations and Membership Committee shall consist of a Director as Chairman Chairperson, and three or more other Association members in good standing. This Committee shall be responsible for promoting the Sheet Metal and Air Handling Association as a distinct and vital part of the construction industry. It shall also be responsible for organizing the areas without local associations and for all matters related to membership in general The Bid Depository Committee shall consist of a Director as Chairman Chairperson and three or more other Association members in good standing. This Committee shall be responsible for co-ordination of all sheet metal bid depositories and representation at the provincial bid depository governing body The OSM Development Committee shall consist of all Past Presidents active in the industry and the most immediate Past President as Chairman Chairperson. This Committee shall advise the Board in setting goals and policies for the Association Other Standing or Special Committees may be appointed by the Board as occasion dictates.

31 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete grammatically incorrect or verbose wording: delete 2. Add grammatically correct or concise wording: add 12.0 FINANCES 12.1 The Association shall be carried on without any pecuniary gain to its members and any monies received by the Association, whether through annual dues, entrance fees, fines or otherwise, shall be used in promoting the objects of the Association and shall not be refundable to the members Should the Association at any time dissolve, the monies, if any, then remaining in the name of the Association shall be transferred to any successor organization or to any other worthy organization or charity, as the members at the time of dissolution shall determine Until otherwise ordered by the Board, the Financial Year of the Association shall end on the last day of December in each year The Board of Directors may from time to time levy such dues or fees in connection with relating to functions, projects or assignments carried out by the Association as it shall determine. Provided, however, that such dues or fees shall become effective only after authorized by a majority of votes cast at a special or general meeting of the members. Notice of the dues or fees to be paid in any calendar year shall be sent to each member no later than fifteen (15) days following such authorization Assessment levels shall be proposed by the Finance Committee through the preparation of the annual budget. The annual budget, following approval by the Board of Directors, shall be authorized by a majority of votes cast at a special or general meeting of the members. Page 31 of 44

32 12.6 Area Assessment shall comprise of: General Assessment consisting of three graduated rates: First Graduated Rate of the General Assessment shall be applied to the first 1,065,000 man-hours of each local area Second Graduated Rate of the General Assessment shall be applied to 1,065,000 to 2,000,000 man-hours of each local area Third Graduate Rate of the General Assessment shall be applied to all hours excess of 2,000,000 manhours of each local area The SMACNA Assessment shall be assessed on all man-hours; no cap. If there is a determination at some later date to discontinue membership in SMACNA this assessment will cease The Area Assessment Rates shall be as follows: Area Assessment 0 to 1,065,000 Man-Hours Greater than 1,065,000 to 2,000,000 Man-Hours Greater than 2,000,000 Man-Hours General $0.156 per man-hour $ per man-hour $0.04 per man-hour SMACNA $0.050 per man-hour $ per man-hour $0.05 per man-hour TOTAL $0.206 per man-hour $ per man-hour $0.09 per man-hour 12.7 The Association shall reimburse Directors, Members of the Labour Relations Council and Committee Members for any reasonable expenses for travelling, accommodations and meals necessary in connection with relating to meetings and other Association activities.

33 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete grammatically incorrect or verbose wording: delete 2. Add grammatically correct or concise wording: add 13.0 BORROWING AND PLEDGING The Directors of the Association may from time to time: (a) borrow money upon the credit of the Association by obtaining loans or advances or by way of overdraft or otherwise; (b) issue, sell or pledge securities of the Association including bonds, debentures, debenture stock, for such sums on such terms and at such prices as they may deem expedient; (c) assign, transfer, convey, hypothecate, mortgage, pledge, charge or give security in any manner upon all or any of the real or personal, moveable or immoveable property, rights, powers, chooses in action, or other assets, present or future of the Association to secure any such securities or other securities of the Association or any money borrowed or to be borrowed or any obligations or liabilities as aforesaid or otherwise of the Association heretofore, now or hereafter made or incurred directly or indirectly or otherwise; and (d) without in any way limiting the powers herein conferred upon the Directors, give security or promises to give security, agreements, documents and instruments in any manner or form under the Bank Act or otherwise to secure any money borrowed or to be borrowed or any obligations or liabilities as aforesaid or otherwise of the Association heretofore, now or hereafter made or incurred directly or indirectly or otherwise. Any or all of the foregoing powers may from time to time be delegated by the Directors to any one or more of the Directors, officers, clerks, cashiers or other employees of the Association. This By-Law shall remain in force and be binding upon the Association as in regards any person acting on the faith thereof until such person has received written notification from the Association that this By-Law has been repealed or replaced. Page 33 of 44

34 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete grammatically incorrect or verbose wording: delete 2. Add grammatically correct or concise wording: add 14.0 INDEMNITY OF DIRECTORS AND OFFICERS In accordance with Section 81 of the Corporation Act, R.S.O. 1970, the Association hereby consents to the indemnification of every Director and Officer of the Association and his heirs, executors, administrators, estate and effects respectively as is herein provided. Every Director or Officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors, and administrators, and estate and effects respectively; shall from time to time and at all times, always be indemnified and saved harmless, out of the funds of the Association, from and against In accordance with Section 81 of the Corporation Act, R.S.O. 1970, the Association hereby consents to the indemnification of every Director and Officer of the Association and his heirs, executors, administrators, estate and effects respectively as is herein provided. (a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability; (b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default. No Director or Officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or with which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wilful act or his own wilful default.

35 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete grammatically incorrect or verbose wording: delete 2. Add grammatically correct or concise wording: add 15.0 LABOUR RELATIONS 15.1 The Association may, in its own name or in the name of any Body or Association to which authority has been properly delegated, make application for designation within any sector or sectors in any geographical area or areas as defined under the Labour Relations Act or as determined by the Labour Relations Board, and each of the members of the Association who are affected shall be deemed to have authorized such application or applications on its behalf The members agree each with the other as follows: (a) The Association shall negotiate all matters relating to labour relations, including grievances, disputes and negotiations concerning renewals, amendments and/or interpretation of the agreements, with the Unions and no member shall negotiate any matter relating to labour relations with the Unions directly. (b) The decisions of the Association with respect to any matters concerning labour relations shall be adhered to by all members. (c) The Board, shall have the right to fine and/or suspend members for breaches of the Union agreements and members agree to pay such fines subject to the appeal procedure outlined below. Provided that the decision of the Board contemplated under this section shall not take effect for 14 days from the date the affected member is notified of such decision, during which period the Board will, at the request of the said member, call a special meeting of members for the purpose of reviewing the decision of the Board and at such meeting the same procedural and voting requirements shall apply as specified under Article 6.6 of these Articles of Association The Board of Directors shall from time to time appoint a person to act as a designated jurisdictional representative under the provisions of the Labour Relations Act in disputes as to the assignment of work. Page 35 of 44

36 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete grammatically incorrect or verbose wording: delete 2. Add grammatically correct or concise wording: add 16.0 BID DEPOSITORY 16.1 If any job is designated as being a Bid Depository project, then the members acknowledge and agree that at all times they will to strictly adhere to the Governing Rules and Regulations pertaining to and issued by the Sheet Metal Bid Depository system or its successor agency as set down in its official Tender Manual.

37 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete gender specific wording: delete 2. Add gender neutral wording: add 3. Delete grammatically incorrect or verbose wording: delete 4. Add grammatically correct or concise wording: add 17.0 MEETINGS OF MEMBERS 17.1 The annual general meeting of the members shall be held in each year as soon after the end of the fiscal year of the Association as possible and at such place and at such time and on such day as the Board may from time to time determine, for the purpose of hearing and receiving the financial statements of the Association as reported on by the Auditor, installing directors, appointing the Auditor and fixing or authorizing the Board to fix his remuneration and for the transaction of such other business as may properly be brought before the meeting The Board of Directors, or the President or the President-Elect or the Vice- President together with two Directors shall have power to call a special meeting of the members of the Association at any time, subject to notice herein provided. In addition, thereto, four members of the Association may petition the Board in writing or any officer of the Association to call a special meeting of the members of the Association within thirty (30) days of such petition. Special meetings of members shall be held at the head office of the Association or at such other place within Ontario as the Board may from time to time determine No public notice or advertisement of any meeting of members shall be required, but notice of the time and place of such meeting shall be given in the manner hereinafter provided not less than fourteen (14) days before the day on which the meeting is to be held, to each member at the close of business on the day on which notice is given. Notice of a meeting of the members shall state the general nature of the business to be transacted thereat Emergency meetings of members can be called on ninety-six (96) hour notice by telegram, telex, fax or any other type of electronic communication to members and recognized Local Associations The only persons entitled to attend a meeting of members shall be authorized representatives of the members and the Executive Director. Any other person may be admitted only on the invitation of the Chairman Chairperson of the meeting or with the consent of the meeting. Page 37 of 44

38 17.6 Twelve members' representatives present in person shall constitute a quorum for the transaction of business at any meeting of members, provided that the members' representatives present shall represent in person or by proxy 25% of the total of the members in good standing At any meeting of members, a member may be entitled to vote through its representative present in person or to vote by proxy, duly and sufficiently appointed by an instrument in writing, deposited with the Secretary of the meeting prior to the time of voting. To be eligible to vote a member must be member of the Association for at least 90 days prior to the meeting. Any members not voting in person or by proxy as aforesaid, shall automatically constitute their area Director as their attorney to vote at meetings of members on their behalf At all meetings of members, every question shall be decided by a majority of the votes duly cast on the question and the Chairman Chairperson of the meeting shall be entitled to a second or casting vote in case of an equality of votes, either upon a show of hands or upon a poll At all meetings of members, every question shall be decided in the first instance by a show of hands. Upon a show of hands, every person who is present and entitled to vote shall have one vote. After a show of hands, the Chairman Chairperson or any member present in person or represented by proxy shall be entitled to demand a poll. Unless a poll be so demanded, a declaration by the Chairman Chairperson of the meeting that a resolution has been carried or not carried, and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. A demand for a poll may be withdrawn at any time prior to the taking of the poll If a poll be demanded and the demand be not withdrawn, a poll upon the question shall be taken in such a manner as the Chairman Chairperson of the meeting shall direct. Upon a poll, each member's representative who is present in person and each member represented by proxy shall be entitled to one vote for each member in respect of which he is entitled to vote at the meeting, and the result of the poll shall be the decision of the Association in annual or other meetings., as the case may be, upon the question The Chairman Chairperson at a meeting of members may, with the consent of the meeting, and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place Before any member has caused to be placed a matter on the agenda of a general membership meeting, such member must give thirty (30) days' written notice to the Executive Director at the Association Office.

39 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete gender specific wording: delete 2. Add gender neutral wording: add 3. Delete grammatically incorrect or verbose wording: delete 4. Add grammatically correct or concise wording: add 5. Add provision for video and teleconference meeting attendance MEETINGS OF DIRECTORS 18.1 The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed, and no other notice shall be required for any such regular meeting Meetings other than regular meetings of the Board shall be held from time to time, at such time and on such days as the President, or the President-Elect or the Vice- President, together with two Directors may determine, and the Executive Director shall call meetings when directed or authorized by any of the said Officers and Directors. Notice of every meeting so called shall be given to each Director not less than ninety-six (96) hours before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the Directors are present, or if those absent waive notice of or otherwise signify their consent to the holding of such meeting Meetings of the Board may be held at the head office of the Association or at such other place as the Board may from time to time determine At all meetings of the Board each Director shall have one vote and every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes, the Chairman Chairperson of the meeting shall be entitled to a second or casting vote Fifty percent of the Directors plus one shall constitute a quorum for the transaction of business at any meeting of Directors. It is acknowledged and understood that Directors cannot appoint proxies for Board of Directors' meetings A Director shall attend meetings in person or may attend via video or telephone conferencing if deemed acceptable by majority vote of the Board of Directors. Page 39 of 44

40 OSMCA - PROPOSED BY-LAW AMENDMENT BYLAW Delete grammatically incorrect or verbose wording: delete 22.0 COMPLIANCE WITH BY-LAWS Each member shall observe, perform, comply with, abide by and be bound by each and every By-Law, rule and regulation of the Association from time to time in force and shall abide by and comply with every resolution, ruling and decision of the Board of Directors or members as the case may be.

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