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1 Immigration Consultants of Canada Regulatory Council IMMIGRATION CONSULTANTS OF CANADA REGULATORY COUNCIL CONSEIL DE RÉGLEMENTATION DES CONSULTANTS EN IMMIGRATION DU CANADA MINUTES of the Annual General Meeting held on the 2nd day of December, 2014 at Toronto Congress Centre, 650 Dixon Road, Toronto, Ontario, M9W 1J1 CHAIR AND SECRETARY Mr. Alli Amlani chaired the meeting, Mr. Lawrence Barker, Corporate Secretary and Ms. Dace Stripnieks acted as Recording Secretary of the meeting. 1. CALL TO ORDER The meeting was called to order at 1:16 pm ET. 2. OPENING REMARKS Mr. Alli Amlani delivered the Opening Remarks. 3. QUORUM 3.1. The Chair received the scrutineer’s report. The Corporate Secretary advised that there were 236 members present in-person for the meeting, with a further 209 members represented by proxy which represents 15% of the members in good standing (2,951). There were also 141 members viewing the AGM online (131 English, 9 French). Having achieved quorum, the Chair declared the meeting duly called and properly constituted for the transaction of business. ATTENDANCE IN-ROOM 236 PROXY 209 TOTAL 445 MEMBERS 2,951 PERCENT 15% 4. APROVAL OF AGENDA 4.1. The agenda was circulated prior to the meeting. 4.2. On motion duly made by Mr. Dennis Brazolot, seconded by Mr. Adetokunbo Anthony Ukonga and duly carried, the following motion was passed: BE IT RESOLVED THAT the agenda be adopted as circulated. Adopt agenda FOR AGAINST IN-ROOM 234 0 PROXY 209 0 TOTAL 443 0 1 5. APPROVAL OF MINUTES OF 2013 GENERAL MEETING 5.1. On motion duly made by Mr. Mohinder Singh, seconded by Ms. Monica O’Brien and duly carried, the following motion was passed: BE IT RESOLVED THAT the Minutes for the Annual General Meeting of Members for the Immigration Consultants of Canada Regulatory Council held on the 13th day of November, 2013 be adopted as circulated. Adopt minutes of last meeting FOR AGAINST IN-ROOM 168 7 PROXY 208 1 TOTAL 376 8 6. BY-LAW AMENDMENTS 6.1. A copy of the proposed amendments to the By-Law was sent to the Members of the Corporation, posted on the website and extra copies were available at the meeting. 6.2. It was moved by Mr. Joe Greenholtz, seconded by Mr. Nir Rosenberg that By-law 2014-1 enacted by the Board of Directors on October 24, 2014 be approved. NO VOTE WAS TAKEN 6.3. On motion duly made by Mr. Joe Greenholtz, seconded by Mr. Chris Daw and duly carried, the following resolution was passed: BE IT RESOLVED THAT By-law 2014-1 as enacted by the Board of Directors and submitted to the Members be approved except for: 1. Section D (Regulated International Student Immigration Advisors) 2. Section 46.1 (m) and (n) (Directors’ eligibility requirements) 3. Section 33.1 (Right of appeal) 4. Deleting old Section 70.1 (Former Directors may not be employed) Separate out four sections from By-law 2014-1 FOR AGAINST IN-ROOM 336 0 PROXY 0 0 FREE VOTE TOTAL 336 0 6.4. On motion duly made by Mr. Joe Greenholtz, seconded by Mr. Marko Vitorovich and duly carried, the following resolution was passed: BE IT RESOLVED THAT section D (Regulated International Student Immigration Advisors) of By-law 2014-1 as enacted by the Board of Directors and submitted to the Members be adopted. 2 Approve section D FOR AGAINST FREE VOTE IN-ROOM 343 87 PROXY 0 0 TOTAL 343 87 6.5. On motion duly made by Mr. Joe Greenholtz, seconded by Mr. Sufian Ahmed and duly carried, the following resolution was passed: BE IT RESOLVED THAT Section 46.1 (m) and (n) (Directors’ eligibility requirements) of By- law 2014-1 as enacted by the Board of Directors and submitted to the Members be adopted. Approve section 46.1 (m) (n) FOR AGAINST IN-ROOM 369 12 PROXY 0 0 FREE VOTE TOTAL 369 12 6.6. It was moved by Mr. Joe Greenholtz, seconded by Ms. Julia Brodyansky that Section 33.1 (Right of appeal) of By-law 2014-1 as enacted by the Board of Directors and submitted to the Members be adopted. NO VOTE WAS TAKEN 6.7. On motion duly made by Mr. Dory Jade, seconded by Ms. Monica O’Brien and duly carried, the following amended resolution was passed: BE IT RESOLVED THAT Section 33.1 (Right of appeal) of By-law 2014-1 as enacted by the Board of Directors and submitted to the Members be amended by deleting the existing wording of sub-section 33.1(i) and replace it with the following words, “an error of law, fact or mixed law and fact, and all the circumstances of the case so that the provision of natural justice is maintained.” Approve section 33.1 amendment FOR AGAINST IN-ROOM 390 0 PROXY 0 0 FREE VOTE TOTAL 390 0 33.1 Right of Appeal The Council or the Member or Firm may appeal to the Appeal Committee from a decision or an 3 order of the Discipline Committee or the Review Committee on the grounds of: (i) an error of law, fact or mixed law and fact, and all the circumstances of the case so that the provision of natural justice is maintained, or (ii) the discovery of material new evidence that could not with due diligence have been available at the initial hearing. An appeal may be brought by either the legal counsel for the Council or the Member, provided that the notice of appeal is in writing and is filed with the Registrar within 30 days from the date of receipt of the copy of the decision and/or order from which the appeal is taken. 6.8. It was moved by Mr. Joe Greenholtz, seconded by Mr. Satish Nandre that old Section 70.1 (Former Directors may not be employed) from By-law 2014-1 as enacted by the Board of Directors and submitted to the Members be deleted. NO VOTE TAKEN 6.9 On motion duly made by Mr. Dory Jade, seconded by Mr. Dennis Brazolot and duly carried, the following resolution was passed: BE IT RESOLVED THAT the provisions of old Section 70.1 (Former Directors may not be employed) be reinstated as per the previous By-law 2013-1. Restoring old section 70.1 amendment FOR AGAINST IN-ROOM 232 151 PROXY 0 0 FREE VOTE TOTAL 232 151 6.10 On motion duly made by Mr. Joe Greenholtz, seconded by Mr. Mohinder Singh and duly carried, the following resolution was passed: BE IT RESOLVED THAT By-law 2014-1 as enacted by the Board of Directors and submitted to the Members be approved except for: 1. Section D (Regulating International Student Immigration Advisors) 2. Section 46.1 (m) and (n) (Directors’ eligibility requirements) 3. Section 33.1 (Right of appeal) 4. Deleting old Section 70.1 (Former Directors may not be employed) Approve all other amendments to By-Law 2014-1 FOR AGAINST IN-ROOM 251 2 PROXY 0 0 FREE VOTE TOTAL 251 2 4 7. REPORT OF THE BOARD CHAIR 7.1 Mr. Alli Amlani presented the Chair Report. 8. REPORT OF THE CEO 8.1 Mr. Bob Brack presented the CEO Report. 9. MEMBER PROPOSALS 9.1 ICCRC received three Members Proposals for consideration at the Annual General Meeting. These Proposals and statements in support were considered at the meeting. In accordance with the By-law, ICCRC reproduced, and included with the Notice of Annual General Meeting, the text of these three Proposals and supporting statements, and the identity of the Members who made each Proposal. These texts have not been modified, except that they have been translated into French, since they were provided only in English. The ICCRC Board of Directors addressed its view of each Proposal, immediately following the text of each Proposal, supporting statement, and identity of the Member who submitted each Proposal. 9.2 Ms. Holly Gracie presented Proposal (#1) to remove By-law 73.6 to disallow voting by proxy. (Appendix A). Ms. Peggy Fridriksdottir presented the Board’s response. The Chair called the vote and Proposal #1 was defeated: Proposal 1 FOR AGAINST IN-ROOM 89 50 PROXY 2 197 TOTAL 91 247 9.3 Ms. Holly Gracie presented Proposal (#2) to permit electronic participation at AGM (Appendix B). Ms. Rhonda Williams presented the Board’s response. The Chair called the vote and Proposal #2 was defeated: Proposal 2 FOR AGAINST IN-ROOM 26 97 PROXY 36 173 TOTAL 62 270 9.4 Mr. Neerja Bhandari on behalf of Mr. Donald Ibokwe presented Proposal (#3) to prohibit sitting Directors on the Board to present at CPD events (Appendix C). Mr. Phil Mooney presented the Board’s response. 5 The Chair called the vote and Proposal #3 was defeated: Proposal 3 FOR AGAINST IN-ROOM 5 127 PROXY 86 123 TOTAL 91 250 10. REPORT OF THE FINANCE AND AUDIT COMMITTEE 10.1 Mr. M. Hillier presented the Finance and Audit Committee Report. 11. APPOINTMENT OF AUDITORS 11.1 On motion duly made by Mr. Joe Greenholtz, seconded by Mr. Rajpal Singh Hothi and duly carried, the following resolution was passed: BE IT RESOLVED THAT BDO Dunwoody Canada Chartered Accountants, are appointed auditors of the Corporation until the next annual meeting of Members or until a successor is appointed, whichever first occurs. Appoint auditors FOR AGAINST IN-ROOM 94 0 PROXY 209 0 TOTAL 303 0 12. ELECTION OF DIRECTORS 12.1 The Corporate Secretary reported the election of Directors results. As provided in the By-law of the Corporation, for 2014 six Members in good standing were to be declared elected and/or acclaimed Directors, to serve a two-year term, from Members in four geographic regions.
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