National Office 250 Dundas Street West Suite 500 Toronto, Ontario M5T 2Z5 Telephone: 416-922-6065 Toll Free: 1-866-922-6065 mssociety.ca Multiple Sclerosis Society of Canada 68 th Annual General Meeting Saturday, June 11, 2016 Yorkville Marriott Hotel, Toronto, Ontario Draft Minutes of the Meeting (DRAFT) 1. Welcome & Opening Remarks Ms. Valerie Hussey welcomed participants to the 68 th Annual General Meeting. She thanked members for their continued dedication and interest in advancing the work of the MS Society of Canada. Over the past few years, based on input from our members, we have improved members access to key AGM documents by making available in advance of the meeting, draft minutes, financial statements, and nominee names and biographies. Mr. Yves Savoie, President and CEO, advised that a whisper translation is available to those in attendance wishing to ask questions or make comments in French. 2. Call to Order Ms. Hussey called the meeting to order. She advised that a quorum of members was present and declared the meeting duly constituted for the transaction of business for which it was called. The AGM is for the fiscal year from January 1, 2015 to December 31, 2015 and the meeting is for the members of the MS Society of Canada. Ms. Hussey advised that seven proxies were submitted to the meeting. 3. Agenda and Meeting Procedures Ms. Hussey advised that there were no changes to the meeting agenda. She reviewed the procedures to be followed during the AGM. Minutes of the meeting proceeding are being taken. The draft AGM minutes will be posted on the MS Society website no less than six months prior to the 2017 AGM. No photographs, audio, or video recordings of the meeting are permitted. The membership status of attendees was verified at registration. Members in good standing were issued a lime green voting card and proxy holders were issued a yellow voting card. Members in good standing are permitted one vote during votes that occur during the meeting. Votes will take place by a show of hands. Members wishing to vote are to hold up their voting cards. The results of votes on motions will be announced by the chair.
Members who wish to speak shall raise their hands, state their name, and the chair will recognize one speaker at a time. 4. Notice of Meeting Ms. Hussey advised that the 2016 AGM Notice of Meeting and accompanying proxy was provided to members in the 2016 Spring edition of MS Canada. The issue was mailed to members on March 24, 2016. The Notice of Meeting was therefore published well in advance of the 21 days required for the publication of the Notice of Meeting in accordance with the MS Society bylaw. Ms. Hussey advised that the issue of MS Canada advised that there was one vacant director position at the time of the 2016. There was a resignation from the board in March 2016 which resulted in an additional vacancy. 5. Approval Draft Minutes of 67 th AGM Ms. Hussey advised that the draft minutes of the 67 th AGM held June 12, 2015 were posted on the MS Society website and a paper copy of the draft minutes were included in the AGM briefing package provided to participants at registration. Motion: It was moved by Mr. John Folka and seconded by Mr. Chuck Ford that the draft minutes of the 67 th AGM held on June 12, 2015 be approved. The motion was carried. 6. Finance Report and Acceptance of Audited Combined Financial Statements Ms. Hussey called upon Mr. John Folka, Treasurer to present the audited financial statements for the year ended December 31, 2015. Mr. Folka advised that the audited combined financial statements have been presented, discussed, and approved by the MS Society Board of Directors at its meeting of May 18, 2016. The financial statements were posted on the MS Society website immediately following their approval by the board. A paper copy of the statements was included in the AGM briefing package. Mr. Folka advised that the MS auditors have signed their unqualified opinion of the 2015 financial statements. Motion: It was moved by Mr. John Folka and seconded by Mr. Chuck Ford that the audited combined financial statements to December 31, 2015 be received. The motion was carried. 7. Appointment of the Auditors Motion: It was moved by Mr. John Folka and seconded by Mr. Chuck Ford that PricewaterhouseCoopers be appointed as the auditors of the MS Society for 2017 and that the Treasurer be authorized to fix their remuneration. The motion was carried. 2
8. Report of the Chair Ms. Hussey advised that her first year as chair of the board has been one of change and advancement. She is honoured by the trust conferred in her as chair of the board. It is a privilege to work with so many committed and passionate volunteers and staff. Ms. Hussey called upon Mr. Savoie to present the President s Report. 9. Report of President and CEO Mr. Savoie expressed his thanks to Ms. Hussey for her role as chair on the board over the past year. He highlighted some key activities from 2015 including promising areas of MS research, strategies that are being implemented to continue our efforts to become a more efficient, and transparent organization, fundraising partnerships and areas of potential growth for diversifying our revenue streams, and the importance of our advocacy program to bring awareness on the needs of Canadians living with MS and actions governments can take to improve quality of life. There are several exciting developments in MS research and new therapies to treat MS. The Mesenchymal Stem Cell Therapy for Canadian patients (MESCAMS) study is researching the potential of Mesenchymal stem cells a promising treatment for MS and there is a study on the role of B cells on the progression of MS. The announcement last week of the results of ten years of follow up of the Canadian Bone marrow transplantation Trial (BMT), published in the renowned medical journal The Lancet, found that rebooting the immune system with stem cells harvested from the bone marrow stopped brain inflammation in participants who completed the treatment, and in some cases led to substantial, long term recovery of certain MS related disabilities. The Society continues to explore and develop community partnerships to deliver our programs and services more efficiently and for new ways to diversity our revenue streams. The Society partnered with the School of Movement in Montreal on a dance program for people living with MS. I Challenge MS is an innovative program that provides tools and support for Canadians to create and manage their own fundraising events. Our partnership with A&W restaurants is a source of great pride. Cruisin to end MS, raises much needed funds and also generates tremendous awareness through both paid advertising (paid by A&W), in store and point of sale promotions, and earned media. For 2016, the campaign will be rebranded from Cruisin to end MS to Burgers to Beat MS. 3
During the 2015 Federal election campaign, the Society used social media to reach Canadians and all candidates with our advocacy messages on needed enhancement to employment and income supports and better housing and care options in the community for those living with MS. In 2015, the MS Society received accreditation with the Imagine Canada Standards Program. Our website and materials display the standards program Trustmark, which demonstrates our commitment to excellence and boosts donor and public confidence in the Society. Ms. Hussey thanked Mr. Savoie for his report. 10. Report of the Governance Committee in Respect of Nominations Ms. Hussey called upon Ms. Jennifer White, Chair, Governance Committee to present the committee report and the nominees for election to the MS Society board. Ms. White advised that it is the responsibility of the governance committee to consider the overall composition and leadership capacity of the board. There are two director positions vacant at the time of the 2016 AGM. The committee has recruited two outstanding candidates for the vacant positions. There is one board member standing for a second term on the board There is a total of three nominees to the board. In accordance with the bylaw, the nominees and accompanying biographies where published on the Society website no less than four days prior to the date of the 2016 AGM. The names of the nominees and their biographies were also included in the AGM briefing package. No nominations were received from the general membership by May 27, 2016, the date that nominations from the membership were to be received by the governance committee in accordance with the Society bylaw. Ms. White advised that Mr. Chuck Ford is stepping down from the board this year and that Mr. Rick Casson resigned from the board in March 2016. She extended her sincere thanks to Messrs. Ford and Casson for their tremendous contributions to the board. 11. Election of MS Society Board of Directors Ms. Hussey presented the nominees recommended by the governance committee for election to the MS Society board: Mr. John Clifford Mr. Joe Healey Dr. Tom Feasby 4
Motion: It was moved by Ms. Susan Senecal and seconded by Mr. John Folka that Mr. John Clifford and Mr. Joe Healy be elected to the MS Society Board of Directors for a first, three year term ending in 2019 and that Dr. Tom Feasby be elected to the MS Society Board of Directors for a second, three year term ending in 2019. The motion was carried unanimously. 12. Questions from Members Ms. Hussey invited questions from members. There were no questions from the members. 13. Notification of Meeting of the New Board Ms. Hussey advised that a meeting of the new MS Society Board of Directors will be convened immediately following the AGM. She requested that those in attendance that are not board members or supporting staff members, kindly excuse themselves from the room as soon as the meeting is terminated. 14. Termination of Meeting Ms. Hussey thanked members for their attendance at the AGM and for supporting the important work of the MS Society. She requested a motion to terminate the meeting. Motion: It was moved by Mr. John Folka that the 68 th AGM be terminated. The meeting was terminated at 2:00pm. Respectfully submitted, Ms. Valerie Hussey Chair, MS Society Board of Directors Mr. Yves Savoie President and Chief Executive Officer 5