ANNUAL GENERAL MEETING Saturday, January 28 convened at 5:13 p.m. Mayfield Convention Centre, Edmonton, AB Opening Remarks Keith Gylander opened the meeting by introducing himself, introducing Kirk Miller as Parliamentarian and pointing out the presence of the agenda, minutes from the previous AGM and annual financial reports distributed amongst the members. Kirk Miller counted the members present to determine a quorum. With forty-three voting members present, no quorum was declared. The meeting will continue in order to deliver the annual reports, however no official business will be conducted. According to the bylaws, no election can take place for new board members although members may be nominated to the board. Those nominated will require a written nomination, a seconder and a third in order to be considered for a position on the Board of Directors. Until such time as the new Board is ratified, there will be five vacancies on the Board of Directors, the Vice-President, the Secretary-Treasurer and three Directors. The remainder of the Board may then appoint members into the vacant positions, both from those members who have stepped down and from those being nominated according to the process outlined above. Agenda MOTION: To accept the agenda as circulated. Moved by Mike Kitchen, seconded by Greg Mclean to accept the agenda with the additions of the Secretary-Treasurer s Report and recognition of departing Board Members. Carried. Minutes of 2011 Annual General Meeting MOTION: To accept the minutes of the 2011 Annual General Meeting as presented. Moved by Bruce Gray, seconded by Ed Yantz. Carried. President s Report Dale McLure thanked the Board of Directors and administrative for their dedication to the membership. He also thanked the members for taking time to participate in association initiatives such as training sessions, the convention and tradeshow, etc. The Annual General Meeting Package contained a Strategic Plan that outlines how the Board intends to prioritize activities for the next year. The Board receives input from members, considering internal and external influences. Dale encouraged members to contact the office or a board member if there are areas where change or improvement are needed and share their ideas. The board and administration staff appreciate being contacted by the membership and will always make time for them.
MOTION to accept the President s report as presented. Moved by Jim Wigmore, seconded by Kendall Lewis. Carried. Vice President's Report Daniel Morris introduced himself and commented that he is also involved in the delivery of the training program. Daniel encouraged members to step forward as candidates for the Board of Directors, recognizing that members of the Board are volunteers and that there is a significant time commitment involved. MOTION to accept the Vice-President s report as presented. Moved by Greg McLean, seconded by Gerry Rempfer. Carried. Secretary/Treasurer's Report Charles Hallett delivered the Secretary-Treasurer s Report Income Key sources of income for the association stem from membership dues, convention fees and training. There are small revenue streams from the sales of homeowner manuals, soils kits, Munsell s charts and such, however these smaller revenues account for only 2% of total revenue. Membership income for 2011 was $158,075.00, which was a 4.3% decrease from 2010. Although membership increased in 2011 to 760 members within Alberta from 620 at the close of 2010, now that we no longer define a membership as January to December, renewals come in throughout the year, therefore membership payments are not always reflected in the income for the current year. Membership income comprised 20.5% of total income. The convention generated gross revenues of $155,772.83 and netted $51,264.59. This was an increase of 44% over the previous year, however it should be noted that the agreement with the Capri in 2011 was negotiated in 2009. This allowed the AOWMA to take advantage of two year old rates which resulted in the larger than usual surplus. Convention fees comprised 20.2% of total income. During the 2011 year, the AOWMA trained 137 people in the Installer Training Program which has been the average over the past few years. The various field workshops held throughout the year attracted 113 participants and 405 completed the SOP Update training. Gross revenues from all training programs were $ 415,550.62. Net revenues from training were $161,557.34. This was substantially higher than net revenues in the previous year due to unanticipated SOP training being completed in 2011 after the expenditures for the SOP training had been largely captured and dispersed in the previous fiscal year. Training revenues comprised 47% of total income. Total income for the year was $769,978.26, which was $17,236.87 less than in 2010.
Expenses Total expenses for 2011 were $744,646.47 which was $39,588.09 less than in 2010. During 2011 the following cost savings to our operations were realized which allowed for this reduction in expenditures: A rate reduction for credit card fees of 1% was negotiated with Moneris. Convention expenses were substantially lower due to being able to access 2009 rates through the early negotiation of the contract with the Capri. A savings of almost 50% was realized in printing and reproduction costs by doing all graphic work, photography, publishing and printing in house by AOWMA administration staff. This resulted in savings of $11,330.32. Cost of training supplies was down by just over $10,000.00 as once again all printing and reproduction was done in house by AOWMA staff, resulting in substantial savings overall. Expenses that did see an increase were telephone and website hosting and management. Telephone costs were increased due to hosting more teleconferences for committees and the board. Other telephone and conferencing services will be looked into for 2012 to help reduce these costs in future. Web hosting and management costs will probably remain at this level for a couple of years as we continue to try to keep the site as current as possible and to improve functionality and flow. Other expenses remained static and consistent with 2010. Summary The AOWMA realized a surplus of $25,331.79 in 2011. As at the end of December 2011, chequing account balance was $9,849.71, GICs in the amount of $61,934.99, accounts receivable of $49,986.09 and accounts payable of $45,655.94. During the 2011 fiscal year, the AOWMA financial records were audited by Revenue Canada to confirm non-profit status. The auditing team informed AOWMA that the financials were extremely well maintained and they had no concerns with the accounting processes within the association. The Board of Directors has determined that the association financials will continue to undergo an annual revue supplemented by an independent audit every second year, which exceeds the minimum requirements of Corporate Registry for our organization. MOTION to accept the Secretary-Treasurer s report as presented. Moved by Glenn de Vries, seconded by Ed Yantz. Carried.
Executive Director's Report Keith Gylander began his report by thanking the administrative staff for their hard work. He commented that there were 423 people at the trade show and that this was largely due to the efforts put forth by the administration team in contacting members and ensuring that people had received the information about the event. Flow Rates Keith spoke about some of the issues the administration worked on over the past year such as the flow rates set out in the Standard of Practice. Keith explained the processes that were required in order to provide adequate information to demonstrate needed changes to Alberta Municipal Affairs. Daniel worked very closely with Keith to look at examples and scenarios to prove that flow rates needed to be adjusted. On Thursday, January 26, Alberta Municipal Affairs issued a province-wide variance on flow rates based on usage. The next step will be to provide scientific validation that linear loading rates may be adjusted to reduce system size. Enforcement The last couple of construction seasons since the 2009 SOP came into force have made the association aware of some issues with that Standard. The intent in adopting a new Standard was to force those putting in sub-par systems out of the industry. Instead, the new Standard has created unintended consequences due to lack of enforcement mechanisms being implemented. With system prices increasing, homeowner s balked, creating a scenario where the under the radar installers could undercut other contractors and install cheaper systems. The AOWMA then began to collect information to pass on to Alberta Municipal Affairs for investigation in order to demonstrate to the regulatory authority that enforcement is necessary to address these issues and force compliance to the Standard. A secondary issue is that the code states that an inspection may occur. There is already a lack of inspectors in the field, and the term may opens up the door for lack of inspection to occur due to this shortage of personnel. After a meeting with Ivan Moore to discuss the flow of authority and the roles of the various agencies involved, the association has begun working with Alberta Municipal Affairs on a series of Municipal presentations. Some municipalities were very receptive, while others are not engaged or interested in learning about the industry and the regulatory requirements guiding it. Training Development Back in 2002, the Province provided the initial funding to develop the current training program. Since that time the association has been waiting for further funding to expand the training initiative. There will be no further funding forthcoming. Administration has met to discuss what the new training initiatives would look like. Before we take further steps to begin planning, the association will seek a written MOU from the Province to ensure that we may continue to utilize the current program owned by them and that Alberta Municipal Affairs is amenable to us adapting it to our new workshop program. Keith outlined the training workshops planned for
development and spoke about licensing the NAWT program and adapting it to our regulatory framework. No budget or staffing requirements have been identified at this stage in the planning process but administration will move to the next step. NSF Testing Facility The AOWMA was contacted by the Edmonton Waste Centre for Excellence to guage our interest in partnering with them on a testing facility. One reason to investigate this opportunity would be to generate more revenue for member initiatives; another is to help bring new technologies to Alberta. AOWMA administration has spoken with NSF about this initiative as well. It has been determined the opportunity is available to test for NSF at the EWCE, however it may be best to look at the potential along with an Alberta testing protocol determined in partnership with the Province. MOTION to accept the Executive Director s report as presented. Moved by Greg McLean, seconded by Chic Shaw. Carried. New Business Bylaw Change Kirk Miller introduced the proposed changes to the bylaws, read the changes to the assembled members and explained the reasoning behind the proposed changes. The proposed changes are as follows: 1. Article 5 - Board of Directors Replace current bylaw 5.7.1 with the following: A Director must be a member of the Association, and therefore may be removed from the Board of Directors under the provisions of these Bylaws and Codes of conduct by a 2/3 majority vote of Directors present at a meeting of the Board. Changed - Replaced unanimous vote with 2/3 majority vote. Reason - Unlikely that a Board Member will vote to remove him or herself. 2. Add New Bylaw - 5.7.2 Any Director not present for three (3) consecutive duly called meetings of the Board may be removed from the Board of Directors by a 2/3 majority vote of Directors present at a meeting of the Board. Reason - To address issues associated with Board Member absenteeism. 3. Article 8 - General Meetings Replace current bylaw 8.1.1 with the following: The Association shall hold an annual meeting on or before March 31 each calendar year. Notice shall be given to all Association Members at their last known address through registered mail, e-mail or facsimile at least forty-five (45) days prior to meeting date. Financial statements shall be presented to the membership at this meeting. Elections for all eligible positions on the Board of Directors will be made at this meeting.
Changed - Replaced February 28 with March 31. Reason - Extending the date of the AGM (convention) will provide staff with more opportunity to market the tradeshow / convention to more audiences, particularly the resource sector. Elections Due to lack of a quorum no elections were held. Instead, Kirk Miller as Parliamentarian explained the nomination and voting process for the Annual General Meeting. Nominations were taken from the floor to provide a pool of candidates for the sitting Board of Directors to consider for appointment to the Board. Further nominations will be sought from the membership at large via fax and email to enlarge that pool of candidates. The sitting Board of Directors will consider all candidates and appoint chosen candidates to serve on the Board of Directors until the next Annual General Meeting. Nominations were as follows: Vice-President: None tabled Secretary-Treasurer: Charles Hallett nominated by Glenn de Vries Director: Angus Chu nominated by Mike Kitchen Patrick Luft nominated by Clayton Foster Chic Shaw nominated by Albert Rakowski Kirk Miller nominated by Mike Insole Kraig Rakowski nominated by Chic Shaw Recognition of Departing Board Members Dale recognized the departing Directors, Albert Rakowski, Michelle Wambold and Darcy Miller. Michelle Wambold thanked the members for allowing her to serve; she is stepping down to focus on her family and career. Albert Rakowski echoed Michelle s sentiment but indicated that should the adaptation of the NAWT program become reality, he may become involved in that initiative. Darcy Miller was unable to attend the AGM. Meeting adjourned at 6:29 p.m.