116 th Annual General Meeting Holiday Inn Express Hotel and Suites, Moncton, N.B. May 25, 2012 MINUTES 1. Call to order and welcome Interim President and CEO Valerie Roy called the annual meeting to order at 9:30 a.m. She welcomed delegates from the four Atlantic Provinces to the 116 th annual general meeting of the Atlantic Provinces Chambers of Commerce. She expressed her pleasure to act as the meeting facilitator. She thanked Chris Bavis, Macdonald Chisholm Trask Insurance (break sponsor) and Bob Bathgate, State of Tennessee (lunch sponsor). She also recognized the presence of AGM luncheon speaker, Mr. Robert Youden of the Canadian Chamber of Commerce, noting that Mr. Youden was a little more than halfway through his term as CCC Chair and had shown great commitment and support to chambers in Atlantic Canada and APCC in particular. In concluding her opening remarks, Ms. Roy asked delegates to state their name and chamber loudly when making or seconding motions and to address any questions or concerns to APCC staff. 2. Roll Call Marlene Huntley read the list of accredited voting delegates, as follows: Chamber/Company Name Mount Pearl Paradise Chamber Russ Durant Albert County Chamber Judy Tait Sydney & Area Chamber Michelle MacMullin Annapolis Valley Chamber/Scotiabank Andy Woolaver Saint John Board of Trade Imelda Gilman EPEICC Tom Rath (PEICC rep) Cap Pele/Beaubassin Albert LeBlanc Fredericton Chamber Andrew Steeves Miramichi Chamber of Commerce Mike Hill Truro & District Chamber Don Hay Riviere du Portage Chambre J.R. Godin Springhill & Area Chamber Frank Likely Shippagan Chamber Marie-Christine Thériault 1
Gander & Area Chamber Pictou County Chamber Greater Bathurst Chamber Antigonish Chamber of Commerce Greater Charlottetown Chamber Greater Moncton Chamber Greater Summerside Chamber of Commerce Sussex & Area Chamber of Commerce Conception Bay Area Chamber Mactaquac Country Chamber Hampton Area Chamber Yarmouth & Area Chamber Darrin Murray Faus Johnson Danielle Gaudet Anne Marie MacKenzie Keith Lambe Nancy Whipp Bill Schurman Pam Kaye Proxy to Gander (Darrin Murray) Proxy to Fredericton (Krista Ross) Proxy to Saint John (Imelda Gilman) Proxy to Truro (Tim Tucker) Ms. Roy read the by-law relating to quorum at an AGM, being 15% of members from two or more provinces. Based on the roll call, she confirmed quorum. 3. Approval of the agenda Moved by Nancy Whipp, seconded by J.R. Godin, to approve the agenda as circulated. Motion carried. 4. Approval of the minutes of the 2011 annual general meeting Moved by Imelda Gilman, seconded by Albert LeBlanc to approve the minutes as circulated. Motion carried. 5. Report from the Interim President & CEO Ms. Roy touched on the highlights of her report, in particular the repayment plan negotiated with provincial chambers, the settlement with the former President and CEO, the status of hiring a new CEO, the completion of the work of the governance committee, the composition of the new board of directors and finally, the more positive financial position of APCC since the last AGM. 6. Financial reports 6.1 Audited financial statements for 2011 Mr. Greg Strange, a partner with Levy Casey Carter MacLean, read the independent auditor s report, noting the emphasis of matter in Note 2 of the statements. He reviewed the balance sheet, statement of operations and changes in net assets since 2010. He commented on the increase in cash at year end, due mainly to outstanding payments to the provincial chambers. 2
He noted the change in board policy regarding the treatment of contra sales and the steady decline of corporate sales over the past number of years, stating that APCC must determine whether corporate sales can be serviced in another way. Finally, he touched on the Third Quarter project, which ended in December 2010 and current commitments for office leases and legal advice. There being no other questions, it was moved by Frank Likely, seconded by J.R. Godin, to approve the audited financial statements for 2011 as presented. Motion carried. 6.2 Appointment of auditor for 2012 Moved by Albert LeBlanc, seconded by Andy Woolaver, to appoint Levy Casey Carter MacLean as auditors for 2012. A delegate asked how long Levy Casey Carter MacLean had been auditor for APCC. Mr. Strange confirmed it had been a decade. Mr. Hooley said the contract had been tendered three years ago and this firm continued to be the lowest bidder. 6.3 Budget 2012 Ms. Roy presented budget highlights for members information, noting the budget is approved by the board of directors and is not voted on at the AGM. 7. Provincial Chamber Annual Reports Tom Rath, president of the Prince Edward Island Chamber of Commerce, presented a verbal report. Mr. Chris Atwood had sent regrets; however, his report was printed in the AGM package. There were no reports for New Brunswick or Newfoundland and Labrador. 8.0 New Business There was no new business submitted for discussion at the AGM. 9.0 Nominating Committee Report Mr. David Hooley, past president and chair of the nominating committee, presented his report: The 2012 nominating committee was comprised of the following individuals and he thanked them for their participation: Greg Keith, NB Chamber of Commerce Tom Rath, PEI Chambers of Commerce Chris Atwood, Nova Scotia Chambers of Commerce Paul Kent, Greater Halifax Partnership The following members were nominated to serve on the Board of Directors of the Atlantic Provinces Chambers of Commerce. 2012-2013 APCC Board of Directors Past Chair David Hooley 3
Provincial Representatives Chris Atwood, Nova Scotia Greg Keith, New Brunswick Tom Rath, Prince Edward Island Vacant - Newfoundland and Labrador Urban Chamber Representatives Tracy Eddy, Bathurst, NB Keith Lambe, Charlottetown, PEI Andrew Woolaver, Annapolis Valley, NS Corporate Members David Hooley, Cox & Palmer Joseph O Donnell, National Bank Financial Chris Bavis, Macdonald Chisholm Trask Paul Beasant, New World Merchant Bank Mr. Hooley asked three times whether there were further nominations from the floor. There being none, he declared the board of directors duly elected. Directors present were asked to stand to be recognized. Mr. David Hooley proposed a motion that would allow the Board to appoint directors to fill seats still vacant at the time of the AGM. Seats vacant at the time of the last AGM, or interim vacancies for the unexpired portion of the term of office, may be filled by the Regional Board or by the Regional Executive Committee subject to confirmation by the Board at its next meeting, and provided those nominees meet the APCC Director s Criteria. Moved by Andy Woolaver, seconded by Tim Tucker, to approve the motion as read. Motion carried. Ms. Krista Ross of the Fredericton Chamber of Commerce suggested the full list of APCC corporate members be circulated to local chambers, so they might identify potential board members to fill the vacant seats. Ms. Roy thanked Mr. Hooley for his report. 9.0 Governance Committee Report Ms. Roy invited Anne Marie MacKenzie, chair of the committee, to present her report. She commented on the countless volunteer hours that had been required since March to review APCC`s governance model and prepare a report and recommendations. Ms. MacKenzie presented the committee: Melanie Sloat, Mactaquac, NB J.R. Godin, Rivière du Portage, NB Wayne Fiander, executive director, NS Chambers of Commerce Rick Ramsay, East Hants Andy Woolaver, Annapolis Valley The committee had received administrative support from Ms. Roy. 4
Ms. MacKenzie proceeded with a high level review of the report, covering the models examined: an integrated APCC, and the current structure with modifications. Ms. Mackenzie explained the voting procedure, which would take place as a special membership meeting on Wednesday, June 13 th at 9:30 a.m. Local chambers in good standing with APCC would be eligible to vote (i.e. membership dues for 2012 are paid in full). A majority vote would be considered as 2/3 of votes cast at the meeting in favor of either option. Included in report were sections that clarified roles and responsibilities and suggested bylaw changes. Ms. MacKenzie stated that the committee was recommending option 2 to the membership, and then invited delegates to ask questions and comment on the report and its recommendations. Summary of points raised in the discussion of the options: Option I integrated model The recommendations regarding the board of directors on pages 10-12 of the report as outlined in Option II should be included in Option I. The provincial board no longer has the authority to direct the contract person; VP s should be directed by and accountable to the provincial committees. APCC should be more streamlined than shown on the organizational chart; while the resource areas of policy and advocacy, communications, member services, corporate sales and administration are necessary, some staff positions could be combined. APCC needs to set the example; be more centralized, more streamlined, and more efficient. Practice what we preach. In this model, APCC would become the primary advocate on issues that affect individual provinces, as well as those that affect the region as a whole. A resource person in each province, who is always available to respond to local chambers or the provincial committee, will ensure there is continuity. Right now provincial chambers (except NS) do not have a staff resource, which is why nothing is happening. This model is more holistic, offers a streamlined approach and would be more efficient than the current structure. The focus will shift from financial concerns and funding battles to advocacy and member services, where it belongs. Provincial committees will not have to concern themselves with operational budgets, monthly financial reports or annual audits but can remain focused on advocacy and policy. The composition of the provincial committees is not well defined; how will they operate? Ability of provincial chamber to advocate in a timely manner on its single issue. Option 1 is a revitalization of APCC; Option II is a tweaking. One of the weaknesses in the current structure is the we-they; this is a single entity with component parts; more holistic. 5
Option II modified model This model is a tweaking of the existing structure. The budget process will weaken the provincial chambers; there are no guarantees from year to year what resources would be available for their operations. This model is a Band-Aid and there are three broken chambers to fix right now. Option II will never work for Newfoundland and Labrador; option I has a chance. Initially, there is no difference financially between the two models. Option II provides a level playing field; with all provinces incorporated there is protection. Other points raised: When the members choose a structure, follow it from day one. Ensure there is transparency, traceability, accountability and great communications. Start small. When the finances improve, then move ahead and keep it going. Change can happen every year. There needs to be a mechanism to get the Newfoundland and Labrador Chamber up and running. Christene Hirschfeld, a governance expert, was consulted with regards to next steps and the voting procedure, as our current bylaws did not have clear guidelines. Ms. Roy thanked Ms. MacKenzie for her report, and the members for their feedback. 10.0 Adjournment of AGM The business of the annual general meeting concluded at 12:30 p.m. It was moved by David Hooley and seconded by Andrew Steeves to adjourn the annual general meeting. Motion carried. -30-6