Ciltna Board of Directors

CILTNA ANNUAL GENERAL MEETING

5 P.M., November 19, 2012 Sheraton Hotel, 150 Albert Street Ottawa, Ontario, Canada

MINUTES

In Attendance: Chair: David Collenette Members: David Hinks, Hazem Ghonima, Tom Maville, Marc-André Roy, Mike Cressman, David Church, Ed Cuylits, Keith Penner, Bob VanderClute, Gilles Legault, Elias Demangos, Colin Hick, Ian MacKay, Pierre Cécile, Richard Lande, David Lewis, Bob Ballantyne, and Mark FeDuke President: Bob Armstrong Administrative Assistant: Louise Lafontaine

Item 1: Report by the Chair

The Chair, David Collenette, welcomed everyone to the Annual General Meeting observing that it had been an exceptionally interesting year – we had a terrific Outlook, a great Annual Meeting and an improved relationship with CILT International.

There were major changes within CILTNA as Ed Cuylits announced his retirement. A Search Committee chaired by Keith Penner was formed and after intense discussions Bob Armstrong was hired as President. The Chair characterized Bob as a consummate transport professional and applauded the work he has done to date.

He noted that CILT International wants us to make inroads into the US and that Bob Armstrong and Bob VanderClute will be following up on this.

He also expressed the appreciation of the Institute to the four members of the Board, Bob VanderClute, Keith Penner, Mike Cressman and Don McKnight, who had decided not to stand for election to the Board for the upcoming year.

The Chair proposed that Keith Penner be named Honourary Chair of CILTNA in recognition of Keith’s great contributions to the Institute including two terms as Chair. This would be an ex officio, non-voting position and would help to ensure that Keith’s experience, expertise and steadying hand would remain available to the Board. A motion to this effect had been passed by the Board of Directors.

Marc-André Roy moved the acceptance of the Chair’s Report including the naming of Keith Penner as Honourary Chair. The motion was seconded by Ed Cuylits and received unanimous approval. 2

Item 2: Approval of the Minutes of the November 29, 2011 Annual General Meeting

Richard Lande moved the approval of the minutes of the November 29, 2011 Annual General Meeting. The motion was seconded by Hazem Ghonima and was approved unanimously. There were no items identified as arising from the minutes.

Item 3: Remembrance of Departed Members

No one was aware of any members that had died during the year.

Item 4: Report by the President

The President began by thanking everyone for all of the support that he has received. Priority items that he has become aware of include the need for changes to our web-site, the need for a stronger chapter in Toronto, the need for improved administrative support, the need for improved communications with our members and the need for an improved value equation for our members.

He reported that he is trying to raise money for the web-site changes, new members are stepping forward in Toronto, the Annual Dinner and Workshop have attracted reasonable numbers, the Quebec Chapter has agreed to host Outlook 2013, and mini-Outlooks are planned for Toronto, Ottawa and Vancouver.

His goals for the coming year include a thirty per cent growth in membership, a more aggressive renewal strategy, stronger membership retention, strong growth in overall revenue and strong support of our chapters. He will also be looking for National sponsors for the Outlook 2013 tour.

Item 5: Regional Reports

David Church reported on behalf of the Ottawa Chapter that there have been five or six very successful luncheons. A final luncheon for 2012 is scheduled for December 12 with a speaker from CPCS.

Bob VanderClute reported that they continue to work with the universities in the Washington area. He added that he is looking forward to working with Bob Armstrong.

Gilles Legault reported for the Quebec Region that two luncheon events and a site visit had been held and that plans for 2013 are being developed.

Tom Maville reported on behalf of Vancouver that three or four events have been. Corporate sponsors have enabled student members to attend these events. Work is underway to establish closer links with academic institutions.

Elias Demangos reported that he is working with Ryerson to plan lunch and learn sessions with engineering students. 3

Item 6: Approval of Financial Statements and the Auditor’s Report

The Treasurer, Tom Maville, reported that income was just under $77,000 compared to $73,000 in the year previous. Expenses were $83,000 about the same as the year previous, resulting in a loss of $6,300 as compared to a loss of $10,000 in the year previous. Tom emphasized the importance of increasing membership and convening new events in addition to Outlook.

The auditor noted that the reduction in cash reflects the two years of losses and that there was only sufficient cash to cover one to one and a half years at the current rate of loss.

Hazem Ghonima moved that the financial statements and the Auditor’s Report be adopted. The motion was seconded by David Lewis and was passed unanimously.

Item 7: Election of Board of Directors for 2012 – 2013

The Nominating Committee, chaired by Gilles Legault, had reviewed all nominations and confirmed that they were all bona fide meeting the requirements of the Bylaws - the results are summarized in Schedule A of the Information Circular. There was no need for a run off for Directors as the members nominated to the Board was within the numbers specified in our Bylaws.

Richard Lande moved that the report of the Nominating Committee be accepted. The motion was seconded by Keith Penner and was adopted unanimously.

Item 8: Approval of Amendments to Bylaws

The Chair introduced an amendment to the number of directors allowed noting that this would permit the appointment of an additional three directors during the next year to encourage recruitment of members to reflect regional, gender and youth priorities without having a wholesale turnover of the Board. The amendment would read as follows:

Sub-section 6 a) ii) be amended to read as follows:

"6. a) ii) a minimum of six (6) and a maximum of twelve (12) members elected as directors for a term of one (1) year, said directors to serve for a maximum of six (6) terms. Upon the coming into force of this section, directors who have already served three or more terms shall be eligible for a maximum of three (3) additional terms notwithstanding the number of terms already served."

Bob VanderClute moved that the By-laws be so changed. The motion was seconded by Richard Lande with unanimous support.

The second amendment was being introduced to reflect the need to impose a limit on the financial liability of a Chapter and thereby protect the Board from liability for the activities of a Chapter. The amendment would read as follows: 4

That sub-section 44 be amended by including a new section

"c) Any such chapter shall not commit to any actual or potential financial liability in excess of the assets in its bank accounts without the express and written agreement of the corporation, as represented by the President."

David Church moved that the By-laws be so changed. The motion was seconded by Gilles Legault and received unanimous approval.

Item 9: Appointment of Auditor for 2012 – 2013

David Church moved that Mr. John Frouin, C.A. be appointed as auditor for the year October 1, 2012 to September 30, 2013. The motion was seconded by Gilles Legault and adopted unanimously.

Item 10: Other Business

Five membership certificates were presented. The Chair noted that a presentation would be made to Kristine Burr at the Annual Dinner. The President added that a further 17 applications for membership are pending our process.

Item 11: Adjournment

The meeting was adjourned upon motion of Marc-André Roy, seconded by Ed Cuylits.

David Hinks, FCILT Secretary