Northwest Territories Tourism 2014 AGM Meeting Minutes Yellowknife, NT November 20, 2014 2014 Northwest Territories Tourism Page 1 of 14
Annual General Meeting Minutes Explorer Hotel Katimavik Rooms Yellowknife, NT November 20, 2014 1:30pm 1.0 Call to Order Don Morin, Chairperson called the meeting to order at 1:35p.m. The list of AGM Attendees is attached as Appendix A. 2.0 Introduction of Board Members The Chairperson introduced Executive Director (Cathie Bolstad) and members from the current Board of Directors (pre-election) that were in attendance, namely: Carlos Gonzalez Vice Chair Kathy McBryan Secretary Ria Letcher Director -Elect Margaret Nazon Director (Gwich in Tribal Council) Moise Rabasca Director (Tlicho Government) Gerry Kisoun Director (Inuvialuit Regional Corporation) Michael McLeod Director (newly appointed by Dehcho First Nations) The chairperson noted regrets for both Kelly Kaylo Ex-Officio Director and Judith Wright-Bird Director (Sahtu Secretariat) who were unable to attend the AGM. The Chairperson also expressed a welcome to Antonia Dryneck who was attending the Annual General Meeting and noted that she would be taking over the Director Position for the Tlicho Government after this AGM, and that she would be replacing Moise Rabesca. 3.0 Approval of Agenda [Motion 11-20-2014-AGM-01] To approve the Agenda as presented, with the addition of a proposed by-law change, submitted by Yellowdog Lodge regarding membership categories, to be considered as Agenda Item #15.f. Moved by: Robin Wotherspoon Seconded by: Newton Gray Page 2 of 14
4.0 Appointment of the Election Committee The chairperson requested three volunteers for the Election Committee whose role would be to count election ballots and then report back to the membership regarding the election results. The three volunteers who came forward were: Richard Zieba Government of the Northwest Territories (Industry, Tourism and Investment) Jenni Bruce Coast Fraser Tower Hotels Rosanna Strong Strong Interpretations [Motion 11-20-2014-AGM-02] To appoint Richard Zieba, Jenni Bruce and Rosanna Strong as the Election Committee for the AGM. Moved by: Robin Wotherspoon Seconded by: Carlos Gonzalez 5.0 Call for Nominations to Open 5.1 The Chairperson explained that there were five positions available for election to the board. He noted that each of the positions were for either a one or two year term. He explained that call for nominations was issued on November 12 th, that nomination forms were located in each members AGM package and that the period for accepting nominations would remain open until Item #11.0 on the Agenda. 5.2 The Chairperson noted that there is a report from the nomination committee inside the AGM packages. He explained that the nominating committee had brought forward a list of candidates who were willing to serve on the Board of Directors and that the names presented in their report had been confirmed by the Nominating Committee as members eligible to run for the Board. 6.0 Approval of the Minutes of the 2013 Annual General Meeting [Motion 07-11-2013-AGM-03] To approve the Minutes of the November 7, 2013 Annual General Meeting as presented. Moved by: Margaret Peterson Seconded By: Harold Grinde 7.0 Business Arising from Minutes of 2013 The Chairperson noted that the only business arising from the 2013 minute s specific to the Agenda was going to be covered in Agenda Item #15 proposed by-law changes and Agenda item #16.1 Resolutions Progress Report. With no other business arising from the 2013 AGM Minutes, the members moved onto the next agenda item. 8.0 New Business The Chairperson noted that no new business had been proposed from the floor as part of the agenda being adopted, and so he moved onto next Agenda item. Page 3 of 14
9.0 Chairperson s Report Mr. Don Morin The Chairperson provided comments regarding the past year. He noted to the membership that a written report for the past year had been included in their AGM packages and that his verbal presentation was a companion to the more detailed written report. [Motion 11-20-2014-AGM-04] To approve the Chairperson s Report as presented. Moved by: Robin Wotherspoon Seconded by: Jackie Challis 10.0 Financial Auditor Report Ms. Melissa Pohajdak, Crowe MacKay LLP The Chairperson explained that the Treasurer s position has been vacant since September, and that the Auditor had been asked to present the audited financial statements to the membership. Melissa Pohajdak presented the financial statements and called for questions on her presentation. There was only one question from the membership. Mr. Colin Dempsey inquired as to why the liabilities in the 2013/14 fiscal year were higher than the previous fiscal year. Melissa explained that this related to timing of invoices and that this information could be found on page 6 of the financial statements. She also mentioned that because NWT Tourism had received more funding in that fiscal, spending was greater and greater liabilities were a reflection of more monies flowing through NWT Tourism that fiscal year in comparison to the previous. There were no further questions. [Motion 11-20-2014-AGM-05] To approve the 2013/14 Audited Financial Statements Moved by: Jenni Bruce Seconded by: Rosanna Strong The Chairperson then advised that a 15 minute break would be taken and during this break it would be the last opportunity for members to submit any further nominations to the Nomination Committee. He pointed out where nominations should be submitted during the break and reminded members that nominations would close as the next item of business. A 15 minute break was taken at 2:15 p.m. 11.0 Closing of Nominations at 2:30pm. Margaret Nazon, representing the Nomination Committee presented the Nomination Committee Report to the membership. She noted which names had come forward from the nominating committee and which names had come forward as nominations from the floor. She explained that the nominating committee had worked to ensure regions and sectors were reflection in the list of choices for candidates. The Chairperson called for a motion to close nominations. [Motion 11-20-2014-AGM-06] To close nominations. Moved by: Margaret Peterson Seconded by: Mike Olson Page 4 of 14
Yvonne Quick, member of the nominating committee clarified that Rob Hill, whose name had been included in the Nominating Committee report would like his name withdrawn from the running. Richard Zieba, Election Committee member updated the flip chart for the membership to show the names of those running for positions on the Board of Directors. The names were listed as follows: Greg Robertson Bluefish Services Nalini Naidoo City of Yellowknife Ken Yoder- Hearne Lake Lodge Harold Grinde- Gana River Outfitters Kathy McBryan- 2 Seasons Adventures Rob Hill- Kasba Lake Lodge Newton Grey- Capital Suites Inuvik Craig Blackie- Plummer s Lodge Bobby Drygeese- B. Dene Adventures Christine Allen- Grey Goose Lodge Each of the candidates running for election was then given an opportunity to introduce themselves to the membership and to explain why they would like to be on the Board of Directors. Each candidate was given a maximum of three minutes, and where the candidate was not present, the nominator was asked to provide an introduction to the candidate. Mr. Robertson indicated he was only interested in a one year term. 12.0 Election of the Board Directors The Chairperson explained that nomination ballots for those eligible to vote were provided in their AGM packages and where an individual was assigned a proxy vote, the ballot for their proxy votes were also included in their packages. Members were advised they could only vote for a maximum of five people. Members of the Election Committee collected and counted the votes. The Chairperson noted that those who were successful in being elected to Board of Directors would meet immediately following the AGM to elect from among themselves the Executive Officers. Ballots were counted by the Election Committee and then Richard Zieba announced that the following had been elected to the Board of Directors. Harold Grinde Gana River Outfitters 2 year term Kathy McBryan 2 Seasons Adventures 2 year term Bobby Drygeese B. Dene Adventures 2 year term Ken Yoder Hearne Lake Lodge 1 year term Greg Robertson Bluefish Services 1 year term 13.0 Destruction of Ballots The Chairperson called for a motion to destroy the election ballots. [Motion 11-20-2014-AGM-07] To destroy election ballots. Moved by: Jackie Challis Seconded by: Yvonne Quick Page 5 of 14
14.0 Appointment of the Auditor [Motion 11-20-2014-AGM-08] To appoint Crowe MacKay as the auditor for NWT Tourism for the 2014/15 fiscal year. Moved by: Ken Yoder Seconded by: Robin Wotherspoon 15.0 Proposed By-Law Changes The Chairperson asked the Executive Director to explain the upcoming proposed changes to bylaws. The Executive Director noted that Article 13 in the Constitution sets out the requirements for making, altering and rescinding by-laws and that the proposed changes had been reviewed in September and October by the Board and were being presented to the membership for consideration and that the rationale for the proposed changes was outlined in the documents provided in their packages. The Chairperson also stated that any changes that are approved by the membership will come into effect after the changes have been registered by the Registrar of Societies and that approval to changes requires a majority vote of the membership. 15.0 a) Motion to change By-law Article 2: Objective, Subsection A and B Mission statement and Objects of the Corporation [Motion 11-20-2014-AGM-09] To approve the By-law change as presented in Agenda Item 15.a. regarding the Mission Statement and Objects of the Corporation. Moved by: Harold Grinde Seconded by: Greg Robertson Page 6 of 14
15.0 b) Motion to change By-law Article 3: Membership Subsection A & B Strengthening the definition of Regular Member The Executive Director explained that this proposed change to the definition of a Regular Member was coming from the Board of Directors whose intention was to ensure only Regular Members have voting privileges and that Associate members continue not to have voting privileges. She noted that this was different from that proposed by Yellowdog Lodge which was seeking the vote and opportunity to serve on the Board for Associate Members. She explained that members should look at both proposals closely when discussing this first proposal. She then referenced the rational from the Board regarding the importance to the Board of having a tighter definition on Regular members as outlined in their AGM package. [Motion 11-20-2014-AGM-10] To approve the proposed Bylaw change proposed in Agenda item 15.b regarding the definition of Regular Member. Moved by: Ria Letcher Seconded by: Moise Rabasca Members discussed regular and associate membership definitions, and expressed concerns that government agencies such as Parks Canada, Towns such as Inuvik and non-profit societies such as CDETNO have qualified under regular membership and all are actively involved in tourism and don t want to lose the ability to participate as Regular Members. Others pointed out that there is a need for clarity on government agencies, as the current bylaws say membership is available to a licensed business or individual involved in tourism and it is not clear if a government agency employee is registering as an individual, or if the government agency is a licensed business. The Executive Director noted that there are currently no Associate Members and all members are registering as Regular Members. Some members voiced concerns that the definitions for Regular and Associate membership was not defined appropriately and that it was premature to bring forward changes until more work on the concerns raised was completed and addressed. It was then suggested by one member that the wording be reviewed again and brought back to the membership with more clarity to answer these concerns at the next AGM. Ria Letcher then withdrew the motion with the agreement of Moise Rabesca. Ria also suggested that further work be done on this proposed change for the next AGM. MOTION WITHDRAWN. Page 7 of 14
15.0 c) Motion to change Bylaw Article 3: Membership Subsection B.3 & Article V Adding an appointed board member to represent the NWT Métis Nation and clarifying the appointment process for the Immediate Past Chairperson. [Motion 11-20-2014-AGM-11] To approve the proposed Bylaw change in Agenda Item 15.c. regarding the appointment of a Board member to represent the NWT Métis Nation and to clarify the appointment process for the Immediate Past Chairperson. Moved by: Kathy McBryan Seconded by: Ken Yoder When the floor opened for discussion there was a request for clarification regarding why the NWT Métis Nation had been selected, given there are more than one Métis group. It was explained that the NWT Métis Nation is the only Aboriginal group with a NWT land claim process recognized by the Crown that is not granted an appointment to the NWTT board and that all other NWT Aboriginal groups with settled land claims or who are negotiating land claims with the Crown and GNWT have that opportunity. It was also explained that the NWT Métis Nation had asked to be included. A question regarding why the Past President position needed to be appointed by the board was raised. The rationale which was outlined in the bylaw proposed change package provided to the members was explained by the Executive Director. ABSTENSIONS: 3 OPPOSED: 0 15.0 d) Motion to change Bylaw Article 4: Directors, subsection B to G Making electronic voting possible for members to elect the Board of Directors. [Motion 11-20-2014-AGM-12] To approve the proposed bylaw change in Agenda item 15.d. to enable electronic voting for the Board of Directors, with an amendment to require the nominee be endorsed by at least one nominator who is a member of the Society; Moved by: Rosanna Strong Seconded by: Joyce Rabesca The Executive Director outlined the benefits Nunavut Tourism had seen after introducing the ability for members to vote electronically in advance of an AGM in terms of increased membership and increased membership participation in the election of its board. It was clarified that if the membership voted to allow electronic voting there would no longer be any nominations taken on the floor as elections would be completed prior to the AGM. ABSTENSIONS: 0 OPPOSED: 1 Page 8 of 14
15.0 e) Motion to change Bylaw Article 4: Directors, Subsection 1 Remuneration and Honoraria a proposal to implement honoraria for Board Members. The Chairperson explained that this was in follow-up to a resolution passed at the 2013 AGM that directed NWT Tourism to review feasibility and recommend a decision on compensation or Board of Directors. The Chairperson noted that the update on the 2013 resolution was included in the Resolution Update Package in AGM packages. [Motion 11-20-2014-AGM-13]- To approve the proposed Bylaw change in Agenda item 15e. to implement honoraria for Board members. Moved by: Ria Letcher Seconded by: Michael McLeod The Executive Director explained to members that the honoraria budgeted for Board members would be $275.00 a day + ½ day, which in total would equal $24,000 a year and that this would be the cost for the board to meet quarterly. Concerns were raised that NWTT had always been a volunteer board and board members should not be getting paid as the people on the board should be passionate for tourism and should be dedicated to the cause. Others noted that it is not always possible for board members to take time away from work in order to attend board meetings but they have expertise that the board can benefit from and suggested that by being paid, this would allow them flexibility in being able to attend without worrying about cost to travel for board meetings and missing work. It was also noted that for the Aboriginal government appointees, there are constraints as these appointees sometimes are not employees of the Aboriginal Government and if they have to take leave of absence from their paid jobs in the communities to attend board meetings, there is disincentive to participate that is economic. ABSTENTIONS: 0 OPPOSED: 19 MOTION DEFEATED. 15.0. f) Motion to enable voting and service on the board by Associate members and to establish a new definition for Associate members from Yellowdog Lodge. The Executive Director explained that this change was being proposed by Gordon Gin of Yellowdog Lodge who was not able to be present. She noted that Mr. Gin had arranged for his proxy, Garrett Fyfe to bring this proposed amendment forward. Mr. Fyfe brought forward the changes in two separate motions, to keep the changes proposed for Associate members separate from the changes proposed for a new Retired member category. Page 9 of 14
[Motion 11-20-2014-AGM-14] To approve the proposed Bylaw changes in Agenda Item 15.f specific to the definition and privileges of Associate members, thereby establishing voting privileges and the right to serve on the Board of Directors for Associate members, while restricting Associate members from serving on the executive. Moved by: Garrett Fyfe Seconded by: Jackie Challis Members raised concerns that associate members are not directly working in NWT tourism sectors and so they do not have the experience needed for the board. Others said they did not want Associate members to vote, as they don t have the same interests and the interests of NWT tourism and its operators need to be protected by those serving on the Board. ABSTENSIONS: 2 OPPOSED: 29 MOTION DEFEATED 14.0 g) Motion from Yellowdog Lodge to add new membership category for Retired Members. [Motion 11-20-2014-AGM-15] To approve the proposed bylaw change as presented to add a new membership category, namely Retired Members, with the amendments made so that retired members would not have voting privileges. Moved by: Garrett Fyfe Seconded by: Harold Grinde Points raised by members were that this is a good way to recognize those who have long served the industry and are retiring, but still involved with expertise and experience to offer to the membership. General discussion was that although this new category would not be required to pay annual dues and that this would be approved by the Board of Directors, retired members should not be eligible to serve on the board and should not have voting privileges. ABSTENSIONS: 0 OPPOSED: 1 16.0 Resolutions 16.1 Resolutions Progress Report The Chairperson noted that the Resolution Progress Report was included in the AGM Packages and called for questions on any of the updates. There were no questions. Page 10 of 14
16.2 New Resolutions The Chairperson called for new resolutions to be brought forward from the floor. 16.2 a) TRAINING RESOLUTION JENNI BRUCE [Motion 11-20-2014-AGM-16] WHEREAS there is an identified gap in tourism training in the NWT; WHEREAS the Government of the Northwest Territories, Department of Education, Culture and Employment has funding and the ability to offer these courses in the education system; THEREFORE BE IT RESOLVED that NWT Tourism aggressively lobby for a structured tourism training program in the North. Moved by: Jenni Bruce Seconded by: Bobby Drygeese One member stated this was a good idea and that the training delivered should also create an opportunity for people outside the NWT who want to come here and learn about tourism from the North could have that option too. ABSTENTIONS: 0 OPPOSED: 0 16.2 b) ABORIGNAL GOVERNMENT APPOINTEES BOARD PARTICIPATION [Motion 11-20-2014-AGM-17] WHEREAS NWT TOURISM has established appointed positions on its board for Aboriginal Governments as a means to ensure Aboriginal tourism is as an integral part of our industy organization; WHEREAS NWT TOURISM does not pay honorariums for Board members as board appointments are considered voluntary; WHEREAS ABORIGINAL GOVERNMENT APPOINTED DIRECTORS are sometimes disadvantaged in that they need to take leave without pay to attend a board meeting and this can create a financial disincentive to participate in the Board and this can be a barrier to active participation on the Board by some Aboriginal Government appointed directors; BE IT RESOLVED that NWT Tourism and the Government of the Northwest Territories should work together to find a way for appointed directors from the Aboriginal governments to receive honorariums from their governments to increase their participation on the NWT Tourism Board. Moved by: Harold Grinde Seconded by: Jenni Bruce It was noted by one of the Aboriginal Government directors that there are expectations from Aboriginal representatives that they do more than just attend the NWT Tourism Board of Directors meetings. Aboriginal Government appointed directors are also expected to bring information back and convey it to their organizations. Another member noted that it is hard for small Aboriginal governments to give and receive funding, especially when it is for other organizations. Another member noted that there is Page 11 of 14
inconsistency in how Aboriginal Government board members have been compensated to serve on the board as some Aboriginal Governments have been providing honorariums for their members to participate on the NWT Tourism Board and others have not been. ABSTENSIONS: 0 OPPOSED : 0. 16.2. c) LIQOUR LICENSES FOR TOUR OPERTORS [Motion 11-20-2014-AGM-18] WHEREAS small tourism operators who are not operating remote lodges and who are not special events promoters would like to offer alcohol as part of their packaged tour experiences without having to obtain multiple liquor licenses; WHEREAS the current liquor regulations require a licensed tour operator who wants to provide alcohol in a small craft boat to obtain a Class C mobile license and if that same operator wants to also incorporate the provision of alcohol to its clients as part of a tourism experience that is not part of a small craft boat experience, then a separate Class D Liquor license is required and if that same operator wants to undertake special events in order to put together unique tourism experiences, a Class 1 Special Event License is required; WHEREAS tourism operators offering a tourism experience that may include both land based and water based activity have attempted to obtain the multiple liquor licenses that are required to conduct their tourism businesses and yet when applying for any of these licenses, the structure of the tourism operators businesses do not fit the requirements that enable them to obtain any of these licenses and they are being advised to set up new businesses in order to qualify; WHEREAS tourism operators have a limited season in which to generate revenues for their businesses and have domestic and international clients whose expectations include the ability to have access to alcohol as part of their tourism experience and operators want to have control over this experience for safety reasons; BE IT RESOLVED that NWT Tourism meet with the NWT Liquor Board and advocate for changes to the regulations that make it possible for small tourism operators to incorporate the serving of alcohol as part of a tourism experience or event without having to reorganize their business structures, without having to obtain multiple liquor licenses and without the requirement that they establish themselves as special events organizations or remote lodge establishments. Moved by: Frazer Pike ABSTENSIONS: 3 OPPOSED: 0 Seconded by: Robin Wotherspoon Page 12 of 14
16.2 d) CANADIAN NORTHERN ECONOMIC DEVELOPMENT AGENCY [Motion 11-20-2014-AGM-19] WHEREAS the Canadian Northern Economic Development Agency invested 1.2 million dollars over 3 years between 2012-2014 to enhance tourism market and activity in the Northwest Territories and to increase visits by Canadian and international tourist to the Territory by providing additional marketing funding to NWT Tourism; WHEREAS the Government of the Northwest Territories increased the marketing budget for NWT Tourism in 2013/14 by 1.2 million dollars and has maintained that increase in the budget for the 2014/15 core marketing contribution agreement with NWT Tourism; WHEREAS the number of annual visitors to the NWT has grown from 64,000 in 2011/12 fiscal year to almost 90,000 in 2013/14 fiscal year, and visitor expenditure has grown from $100.4 million in 2011/12 to $132 million in the 2013/14 fiscal year; WHEREAS the Canadian Northern Economic Development Agency has the mandate to foster growth and development in the North by delivering economic development programs and by collaborating with and aligning efforts and partners in Northern and Southern Canada to respond to economic challenges for communities in the North; WHEREAS Northwest Territories Tourism applied to the Canadian Northern Economic Development Agency on June 6, 2014 for an additional $1.4 million dollars to augment its marketing over a two year period starting this fiscal period and has not yet received any response or feedback on this application; THEREFORE BE IT RESOLVED that NWT Tourism should lobby the federal government for improved response time to its application and should actively pursue a meeting with the minister of the Canadian Northern Economic Development Agency to secure a positive decision on its funding application. Moved by: Kathy McBryan ABSTENTIONS: 0 OPPOSED: 0. Seconded by: Jackie Challis Page 13 of 14
17.0 Other Business The Chairperson advised membership that if there was any other business, it should be brought forward to the membership at this time. Jenni Bruce noted that the General Sales Agent for North America, Jackie Frederick of Hotkey Marketing would be completing her term in March and that the new marketing plan does not include renewal of this contract in 2015. Jenni recommended that the Board of Directors to issue a formal thank you to Jackie Frederick for all her work and time with NWT Tourism as her contract comes to completion. The Chairperson acknowledged this suggestion. Lisa Vinderskov, the new Regional Director for Western Canada (Tourism Industry Association of Canada) thanked the membership for the opportunity to be at the conference and to listen in on the AGM. She noted that she is new in her position and her role is to work to address issues specific to the western region, including the NWT that come forward to her organization. 18.0 Adjournment Chairperson called for a motion to adjourn AGM. Moved by: Robin Wotherspoon Page 14 of 14