Our mission is to create an environment that fosters maximum participation, skill development and enjoyment through social, casual and competitive tennis. Attended by: MINUTES OF S.W.C.P.T.C. ANNUAL GENERAL MEETING 1:00 p.m., Sunday, December 2nd, 2012 At the Toronto Lawn Tennis Club 44 Price St Toronto, ON M4W 1Z4 (416) 922-1105 Ann Yarnell Chair & President Yvan Gregoire Treasurer Linda Mclean House League Jeanette Loakman Clubhouse Kasra Ganjavi Social Jessica Bendavid Social Kathy Flaxman Communications Liane Marr Membership Nels Stanfield Juniors Matt Vrooman Teams/ Tournaments Jody Amblard Secretary Regrets: Danny Pivnick Vice President Rafael Pinto Website Elbee Du Teams/ Tournaments Adam Black- Courts Charlebois 1) Registration & Attendance / Presentation of Proxies to Secretary 2) Call to Order - Welcome & Introductions The meeting began at 1:30 p.m., Ann Yarnell, presiding, once a quorum of SWCPTC members was present. There were 30 members present. There is a quorum when 20 members are present. 3) Approval of Minutes of the Annual General Meeting held on Wednesday, November 30, 2011. Motion: to approve minutes Moved by: Jody Amblard Seconded by: Ann Yarnell Carried. 4) Business Arising from The Minutes No business arising. Page 1 of 11
5) President s Report President Ann Yarnell presented an overview of the past year. Membership Total membership reached 980 (including some 200 juniors), Liane Marr supervising; Clubhouse Two new management systems were implemented: Gametime, a computerized court booking system, as well as a Point of Sale transaction tracking system. These have moved the club towards better court management and sounder bookkeeping accountability; Website Under the aegis of Rafael Pinto, the website saw progress toward better integration of communications as well as membership data between the website and other social media at the Club s disposal; Teams 13 teams were fielded and two came within a hair s breadth of claiming the top spot in their division. Tournaments involved more than 330 matches, almost twice the number from the previous year both portfolios under joint direction of Elbee Du and Matt Vrooman; Social events arranged by Jessica and Kasra were better attended than ever before with regular round robins and other events marking the progress of the tennis season. Communications projects initiated by Kathy Flaxman and Matt Vrooman included a comprehensive membership survey on court management, the data from which will continue to be the object of review and the impetus for new management approaches at the club; Secretary All Club documents and financial statements were archived on the internet for safekeeping and better access - the website and passwords for which to be handed down to the President, Treasurer and Secretary every year at the formation of each new Club Executive. Thanks Ann thanked each member of the Executive for their valuable contributions to the Club over the past year. Recommendations for next year: To set policy regarding hiring & contracting for outsourced services. 6) Business Arising from the President s Report Caryl: Is there any news about the Bubble project or the possibility of clay courts? Ann: these plans have been postponed for the time being because the City anticipates excavating the courts during 2014 in order to undertake repairs to the reservoir. Bill: The most pressing problem is court congestion. What is our current membership, is there a maximum, and what solutions have been examined? There is no maximum membership mandated other than what the presiding Executive decides every year. The City has suggested it might be around 100 members per court. This year we capped membership at 700 (excluding Juniors). The Executive: merely capping membership has not proven to be even adequate as a strategy to better manage court congestion. We are examining the likely possibility that in addition to the contribution of teams and programming to court congestion, it is a certain Page 2 of 11
distinct cohort of multiple or sequential court users that persistently monopolize the courts during busy periods. Jet: Gametime has enabled us to better track these patterns and to begin to understand how to better manage court usage. Caryl: How is Gamertime working out? Jet: One of the objectives of Gametime was to reduce the dependency on paper as well as the associated time-consuming processes. It certainly permits better tracking of court usage in order to manage congestion, but there are still some bugs to iron out: Gametime is not yet integrated into to membership data base. Bill: What have been the results of the survey? Jessica: This year the survey returned an unprecedented 100 responses, including commentaries at length. These kinds of returns take time to analyse. Because the survey is usually undertaken at the end of the year, it is incumbent upon the next Executive to undertake an in-depth review, to arrive at some recommendations and to implement some changes. Jet: we have considered farming out the analytics to BA students for a methodical approach. Bill: We have 10 courts that account for the largest community tennis club in the country. We should allocate resources in such a manner as to serve the membership at large as opposed to serving selected interest groups. The club should facilitate more individual access. Ann: as a community club, we also have an obligation to deliver a certain minimum of programming that includes juniors and lessons. Allison: Regarding Tournaments, why is it that every year there is a different format? Other clubs (such as Davisville) have established a regular, consistent and dependable annual format that is widely accepted by the membership. 7) Annual presentation of the Newton Brown Award for Excellence in Community Service for Volunteerism Philip Kyriacou was so gracious as to explain the origin of the award, named after Newton Brown who contributed so much as a volunteer to Sir Winston Churchill Park Tennis Club. For outstanding service, the honours and gratitude of the Executive were awarded to two volunteers this year: Louise D Andrea; and Gunn Lee Their names shall be inscribed on the Newton Brown Award plaque and displayed in the Clubhouse in gratitude, and as encouragement to others. Page 3 of 11
8) Draws for Free Club Membership Draws were held awarding free 2013 club membership each To Joanne Lawrence who participated in the survey; and To Dov Elmaleh who contributed to taking down the nets at the closing of the courts for the winter. 9) SWCP Reservoir Scheduled Maintenance The City is contemplating repairing the reservoir beneath SWCPTC s courts. Details are few at this stage. This would entail excavation of the courts during the construction period which is understood to be during the tennis season. The construction will not affect the clubhouse which is outside to the reservoir s border. The City anticipates holding stakeholder meetings in the Spring of 2013, with repairs to be scheduled for the Spring and Summer of 2014 that will foreclose the club s tennis season that year. Anything beyond these facts would be speculative. The Executive s obligation is to engage the City and to stay close to the matter. Caryl; Is there a possibility of any reciprocal arrangements with other courts? The nearby Cedarvale courts (4 courts) are public courts. Negotiations would have to be undertaken with the Ciy. 10) Treasurer s Report The increase in revenues from $142,000 to $145, 000 is largely due to having abandoned the early bird registration discount; however the $5,000 increase in surplus is largely the result of lower expenses, partly due to fewer staff. We maintain deposits at both Scotiabank and TD - with a larger proportion now in GIC s which accounted for higher earned interest of $1,367 versus last year s $263. In the future, the point of sale system will be integrated into the accounting system. 11) Business Arising from the Treasurer s Report Caryl: What fees are paid to the OTA annually. Yvan: It is proportional to the previous year s membership, and represents an increase over last year. The amount is in the order of $6,000. Bill: Who authorizes the management of the club s liquid assets? Yvan: The Treasurer is empowered to do so. The bylaws restrict investments to cash-like instruments of low risk. Page 4 of 11
12) Auditor s Report Auditors, Feldstein & Associates were represented by Joshua Cohen. Professional fees of $16,000 included $10,000 in an initial investment to redress the statements and to file certain documents with the Canada Revenue Agency pertaining to the non-profit status of SWCPTC. This expenditure will not be required in the future. Auditors of not for profit concerns typically discount their fees in the order of 40% These efforts have reduced the club s exposure to fines imposed upon delinquent non-profit concerns by the Canada Revenue Agency for failing to make certain annual filings. These fines could have amounted to $2,500 per year aggregating over a period of 10 years. Pursuant to the auditor s recommendation, $130,000 of reserve funds were segregated in order to be dedicated to court resurfacing and repairs Bubble costs of some $6,000 were capitalized. These included cost to prepare engineering drawings. $1,000 were paid to Mike Lynch for bookkeeping services. It is of considerable benefit to have a second set of eyes, somewhat removed from the club s operations to undertake these services. Mike s familiarity with the accounting reform agenda and his knowledge of the club are invaluable in this mandate. Louise: What happens to the club s assets if we close in 2014. Josh: nothing changes. A caretaker Executive could be elected to manage the club during that hiatus. There will be no revenues (besides interest), and very few expenses. 13) Appointment of the Auditor for 2013 Motion: to appoint Feldstein & Associates LLP as auditor for 2013 Moved by: Ann Yarnell Seconded by: Melody Russell Carried Motion: To set the auditor s 2013 remuneration at $5000 Moved by: Ann Yarnell Seconded by: Melody Russell Carried 14) Proposal to amend the By-Laws Page 5 of 11
A. regarding Proxy Votes. Members attending an AGM may presently carry an unlimited number of proxys entitling them to vote on the behalf of absent members. It has been considered a practice that has become subject to abuse. On the other hand, it is a legitimate form of democracy. Aria: It would seem that this is such a small gathering of the elite to manage such a large organization. I would think permitting proxies would encourage participation. Why would you want to limit participation? Jessica: There has definitely been abuse of this practice over the years, and the previous AGM resolved to ensure that the matter be brought up for discussion and amendment this year. Caryll: suggests that the quorum be increased and that a prize be offered to attend. Ann: The date of the AGM could be advanced to increase attendance. The Club s accounting year end would be advanced as well. Dmitry: Multiple proxy s now permit a family to vote en block represented by one member. This amendment to limit proxies would seem to restrict this right unduly. The new wording suggested in the motion to amend is appended to these minutes. This amendment to the bylaws will be in effect for the next AGM. Motion: to amend the bylaws so as to restrict the number of proxy votes permitted any member in attendance at an AGM. Moved by: Jody Amblard Seconded by: Trish Samuels Carried B. To permit more flexibility in the management of portfolios, and to remove the requirement to elect the Executive in a particular order There is no restriction on the number or on the exact nature of the directorships maintained on the Executive. The present wording of the by-laws requires officers to be elected in a particular order, and this is counterproductive in a process that could benefit from greater fluidity. In addition, the responsibilities appropriate for a given set of portfolios should depend on the needs of the particular time, and not reflect an arbitrary, less meaningful profile. Therefore, we propose to clarify the bylaws to readily permit a less restrictive definition of portfolios (or to their being combined as necessary), and to add fluidity to the election process by not requiring a particular order for election. The new wording suggested in the motion to amend is appended to these minutes. This amendment to the bylaws will be in effect immediately. Motion: to permit Greater Portfolio Manage Flexibility and Fluidity in Elections. Page 6 of 11
Moved by: Seconded by: Jody Amblard Ann Yarnell Carried 15) Election of the 2013 Executive 15 Directors are elected by secret ballot. Page 7 of 11
Position Nominations President Jessica Bendavid Louise D Andrea nominated Ann Yarnell; seconded by Caryll Hamilton. Melody Russell nominated Jessica Bendavid. Jessica Bendavid was elected Vice-President Matt Vrooman Jessica Bendavid nominated Matt Vrooman, seconded by Jody Amblard. Matt Vrooman was acclaimed Treasurer Jeannette Loakman Nancy Singer nominated Jeannette Loakman, seconded by Jody Amblard. Jeannette Loakman was acclaimed Secretary Yogesh Venkateswarao Jody Amblard nominated Yogesh Venkateswarao, seconded by Ann Yarnell. Yogesh Venkateswarao was acclaimed. Membership Liane Marr Jessica Bendavid Liane Marr, seconded by Jody Amblard. Liane Marr was acclaimed. Social 1 and 2 Trish Samuels & Kasra Ganjavi Caryl nominated Kasra Ganjavi, seconded by Jody Amblard. Ann Yarnell nominated Trish Samuels, seconded by Jody Amblard. Trish Samuels and Kasra Ganjavi were acclaimed Juniors Elaine Yuen Liane Marr nominated Elaine Yuen, seconded by Jody Amblard. Elaine Yuen (in absentia) was acclaimed Communications Kathy Flaxman Jet nominated Kathy Flaxman, seconded by Jody Amblard. Kathy Flaxman was acclaimed. House League/Ladder/ Clubhouse Ann Yarnell Ann Yarnell & Yvan Gregoire were nominated by Jody Amblard for the joint portfolio, seconded by Trish Samuels. Ann Yarnell and Yvan Gregoire were acclaimed. Yvan Gregoire McLean Courts Director Nels Stanfield Jody Amblard nominated Nels Stanfield, seconded by Ann Yarnell. Nels Stanfield was acclaimed. Teams Director Justin Thoumin Matt Vrooman nominated Justin Thoumin, seconded by Kasra Ganjavi. Justin Thoumin (in absentia) was acclaimed Website Shumin Lee Ann Yarnell nominated Shumin Lee, seconded by Jody Amblard. Shumin Lee was acclaimed. Tournaments Vacant 16) Other Business It was suggested to advance the date of the next AGM, and to change the corporation s year-end in order to accommodate an earlier AGM Page 8 of 11
17) Adjournment Motion: To adjourn meeting 4:30 p.m. Moved : Jody Amblard Seconded: Trish Samuels Carried. 2012 Financial Statements Appended Below. Page 9 of 11
Amendment: Proxies Current Wording 4.04 Proxies a) Every member entitled to vote at any meeting of members or any adjournment thereof, may vote either in person or may by instrument in writing appoint a proxy, who shall be a member, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. b) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney authorized in writing. c) The Executive may by resolution fix a time not exceeding 48 hours excluding Saturdays and Holidays preceding any meeting of the members before which time proxies to be used at that meeting must be deposited with the Secretary of the Corporation or an agent thereof at the clubhouse of the Corporation or at any other place designated by the Executive. The time fixed for the deposit of proxies prior to a meeting shall be clearly indicated on the notice calling that meeting. The notice of members meeting shall contain a form of proxy attached. 4.05 Voting Each member of the Corporation shall be entitled to one vote on each question arising at any annual or general meeting of the members. Proposed Amendment to the By-Laws, December 2 nd, 2012 4.04 Proxies a) Every member entitled to vote at any meeting of members or any adjournment thereof, may vote either in person or may by instrument in writing appoint a proxy, who shall be a member, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. b) No member may carry the appointment of more than one proxy. c) The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney authorized in writing. d) The Executive may by resolution fix a time not exceeding 48 hours excluding Saturdays and Holidays preceding any meeting of the members before which time proxies to be used at that meeting must be deposited with the Secretary of the Corporation or an agent thereof at the clubhouse of the Corporation or at any other place designated by the Executive. The time fixed for the deposit of proxies prior to a meeting shall be clearly indicated on the notice calling that meeting. The notice of members meeting shall contain a form of proxy attached. 4.05 Voting Each member of the Corporation shall be entitled to one vote on each question arising at any annual or general meeting of the members. Page 10 of 11
Amendment : Portfolio Flexibility 5.01 Election -The affairs of the Corporation shall be managed by a board of 15 (fifteen) Executive Members 5.04 Increase or Decrease in Board -The members of the Corporation may, by a resolution passed by at least two-thirds of the votes cast at a general meeting of members or by the consent in writing of all the members, increase or decrease the size of the Board. 6.01 Election and Appointment of Officers a) At the annual General Meeting, the members shall elect from amongst themselves, the following Officers who shall may comprise the 15 (fifteen) members of the Executive board: 1. a President, 2. a Vice-President, 3. a Treasurer, 4. a Secretary, 5. a membership Convenor, 6. two Social Convenors, 7. a Junior Programme Convenor, 8. a Communications Convenor, 9. a Clubhouse Convenor, 10. a Challenge Ladder Convenor, 11. a Courts Convenor, 12. a House League Convenor, 13. a Teams Convenor, and 14. a Tournaments Convenor. c) The election of officers will be by secret ballot, and positions shall be elected in sequence, as shown herein. d) The election of each officer shall be conducted separately. In each case, the ballots shall be counted and the result announced before voting on the next positions if properly nominated. Page 11 of 11