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.
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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
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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.
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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. The Board Members elected comprise two from Western Canada, two from Ontario, one from Québec, and one from Atlantic Canada, the Territories and outside Canada.
Each of the following individuals was elected as a Director to serve a two year term:
Representing Western Canada – Ron McKay and Joan Page Representing Ontario – Alli Amlani and Peter Bernier Representing Québec – Tarek Allam Representing Atlantic Canada, the Territories and Outside Canada – Richard Dennis
To complete the 12 member elected Board of Directors for 2014-2015, continuing one further year in their present two-year term are the following:
Representing Western Canada – Joe Greenholtz and Rhonda Williams 6
Representing Ontario – Phil Mooney and Katarina Onuschak Representing Québec – Youssef Zakhour Representing Atlantic Canada, the Territories and Outside Canada – Edward Dennis
The Three Public Interest Directors (PIDs) are: Merv Hillier, Ben Earle and Javier Vinsome.
Ms. Peggy Fridriksdottir was not successful in the election and was thanked for her service on the Board. It was announced that Ms. Katarina Onuschuk had resigned her position on the Board. She was likewise thanked for her service to ICCRC.
13. TERMINATION OF MEETING 13.1 There being no further business to come before the meeting, and with acceptance of all verbal reports, on motion duly made by Ms. Monica O’Brien, seconded by Mr. Oluwarominiyi Ayodele Teru and duly carried at approximately 6:30 p.m. ET, the meeting terminated.
To terminate the meeting
FOR AGAINST
IN-ROOM 0 0
PROXY 209 0
TOTAL 209 0
Alli Amlani Lawrence Barker Chair of the Meeting Secretary of the Board
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PROPOSAL #1 Appendix A
1. Proposal:
Proposal for Bylaw change. Re: Proxy Voting:
Proposal to remove Bylaw 73.6 to disallow voting by proxy.
2. Statement in Support of the Proposal by the Member:
Rational: Presently if a member wishes to vote at a meeting of the members, they must either attend in person or appoint a proxy. No provision has been made to date by the Council to allow for direct electronic voting by a member, as is allowed under the bylaws. If a member cannot attend a meeting of the members they may provide under the current bylaws their proxy to another member who will be attending in person. As of the last meeting of the members, this consisted of members being provided with the right to cast votes on specific motions prior to the meeting which would only be deemed valid if their proxy was in attendance. In essence, this forced those members who could not attend, to cast a vote on motions which they would not be fully informed upon as per the discussions which take place at a meeting of the members. To not disadvantage or disenfranchise any members and to allow for fair and equitable treatment of all members, regardless of their location, the Council should exercise the ability to allow members to vote by electronic means during the meeting of the members; to allow each and every member the ability to hear all sides of an issue before rendering a position and vote. This is fully supported by bylaws 73.4 which allows members to attend meetings by electronic means and 74.5 which also provides the facility to allow for electronic voting. By removal of Bylaw 73.6 it also safeguards the Council from potential undermining of its mandate through the spurious use of proxies by groups or organizations that may wish to try to usurp the regulator.
ICCRC bylaw: present reading:
73.6 Proxies
Subject to the provisions of Section 74.2, every Member In Good Standing may by means of a proxy appoint an individual who shall be a Member In Good Standing, as nominee for the Member, to attend and act at a meeting of Members in the manner, to the extent and with the power conferred by the proxy and the Government Regulations. A proxy shall be in writing, and any notice calling a meeting of Members shall include a form of proxy, or a reminder of a voting Member's right to use a proxy. A proxy shall be executed by the Member In Good Standing or the attorney of the Member authorized in writing, and ceases to be valid one year from its date. Subject to the requirements of law, a proxy may be in such form as the Board or its delegate from time to time prescribes; (a) Provided however that the Board may by resolution from time to time fix a time not earlier than the close of business five (5) Business Days preceding any meeting or adjourned meeting of Members before which time proxies to be used at that meeting must be deposited with the Secretary of the Council, and any period of time so fixed shall be specified in the notice calling the meeting.
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73.4 Attendance Electronically
If and whenever the Council makes available the requisite communication facility, any person entitled to attend a meeting of Members may participate in the meeting, in accordance with the Regulations if any, by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
(a) Provided however that the voting rights for such Member so participating shall be governed by the provision of Section 74.5.
74.5 Electronic, Mail or Telephone Voting
The Directors may provide for Members to vote by mail, telephone or electronic means instead of proxy voting. Such alternative means of voting must:
(a) allow for verification that the votes are made by the Members entitled to vote; and
(b) not allow the Council to identify how each Member voted.
3. Proposal Received from the Following Member:
Date Received: July 10, 2014 Member ID Number: R411287 City: Port Moody Province: British Columbia Country: Canada First Name: Holly Last Name: Gracey Email: [email protected] Telephone:
4. Response to the Proposal by ICCRC Board of Directors:
A similar Proposal to remove the right for Members to vote by proxy and to replace that right with the right for Members to vote by electronic means was submitted by the same Member and considered at the 2012 Annual General Meeting of ICCRC. The Board of Directors of ICCRC recommended against the approval of that Proposal in 2012 and it was not approved because no one at the meeting rose to speak in favour of the proposal. The reasons the Board of Directors of ICCRC recommended against the approval of the Proposal in 2012 (as mentioned below) remain the same in October 2014. Although the Board of Directors welcomes suggestions from Members that will improve the way in which ICCRC operates, the Board is unable to support this Proposal at this time.
Proxies have long been adopted by both commercial corporations and organizations such as ICCRC as a mechanism to permit and encourage the participation of Members who are unable to attend Annual Meetings and other meetings in person. In addition, no overall objections have been received by ICCRC suggesting any defect in its current practise of proxy voting for those unable to attend. 9
In the view of the Board, the elimination of proxy voting completely, in favour of exclusively voting electronically, could have the effect of preventing some Members from participating in the Annual General Meeting. At this time, there is insufficient information as to whether adequate technological facilities are available to all or substantially all Members of ICCRC so that the adoption of exclusively voting electronically would remain fair to our Members. It remains to be determined whether Members are generally able, based on their location or on the technology available to them, to establish a satisfactory working connection with the host location of an Annual General Meeting in any given year.
It may be anticipated that at some point in the future, it may be both feasible and cost-effective for ICCRC to provide for vote electronic tabulating facilities that will permit "live" voting and reporting, and/or to provide for live two-way communications in both official languages as part of the conduct of meetings of Members. At this time, however, ICCRC is yet to determine the feasibility or cost of providing such facilities. ICCRC must be certain that there is no realistic risk that an internet link would fail during the Annual General Meeting, an unacceptable circumstance that would cut off a group of Members from participating or casting votes on a question before the meeting. Such an event would, in fairness, require that the meeting be recessed, with the resulting inconvenience to attendees, until the internet link was re‑ established.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE MEMBERS VOTE AGAINST THIS PROPOSAL
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PROPOSAL #2 Appendix B
1. Proposal:
Proposal for Bylaw change. Re: Proposals brought forward by Members:
Bylaw 75.6(d) presently states:
The Council shall not comply with Sections 75.2 or 75.3 if any one or more of the following apply:
(extract)
(d) not more than two years before the receipt of the proposal, the Member failed to present - in person - at a meeting of Members, a proposal that at the Member's request had been included in a notice of meeting;
Proposal for amendment or clarification of intent and application:
Removal or clarification of the terms 'in person' from this bylaw as it should allow members to present by electronic or telephonic means at an AGM on proposals that they submit.
2. Statement in Support of the Proposal by the Member:
Rational: As members are in fact spread across Canada as well as internationally, it is not always possible to attend a meeting of the members in person. As the bylaws will allow for electronic/telephonic attendance at a meeting, it should also allow for electronic and/or telephonic presentation on proposals submitted by a member who is not able to attend in person. To do otherwise is not being fair and equitable to all members in that not all members reside in the city hosting a meeting of the members or can afford to attend a meeting. This is also in conflict with Bylaw 73.4 wherein it states:
"73.4 Attendance Electronically
If and whenever the Council makes available the requisite communication facility, any person entitled to attend a meeting of Members may participate in the meeting, in accordance with the Regulations if any, by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. "
Although it may have been the Council's intent to allow members to present electronically or telephonically on proposals that they submit for consideration at a meeting of the members, the wording of this bylaw is in fact contradictory and not inclusive and can create a severe disadvantage for members unable to attend in person.
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3. Proposal Received from the Following Member:
Date Received: July 10, 2014 Member ID Number: R411287 City: Port Moody Province: British Columbia Country: Canada First Name: Holly Last Name: Gracey Email: [email protected] Telephone:
4. Response to the Proposal by ICCRC Board of Directors:
The Board of Directors of ICCRC is recommending against approval of this Proposal for the following two reasons.
In the first place, the Proposal requests (as an alternative) the removal of the words “in person” from Section 75.6(d) of the By-law. To do so would not be legal. Section 75.6(d) of the By-law is substantially a restatement of Section 163(6)(d) of the Canada Not-For-Profit Corporations Act (the “CNCA”) (this statute governs ICCRC) which states:
“A corporation is not required to comply with subsections (2) and (3) if: (d) not more than the prescribed period before the receipt of the proposal, the member failed to present — in person or, if authorized by the by-laws, by proxy — at a meeting of members, a proposal that at the member’s request had been included in a notice of meeting”
A By-law may not contravene or change a provision of the CNCA. Accordingly, the words “in person” must remain in Section 75.6(d) of the Bylaw.
Secondly, the Proposal also requests (as an alternative) that the words “in person” be clarified in such a manner as to permit Members to present by electronic or telephonic means at an annual general meeting on proposals that they submit. This part of the Proposal is also not permitted pursuant to Section 163(6)(d) of the CNCA. This Section of the CNCA only permits one alternative to presenting a Proposal in person and that is presenting a proposal “by proxy, if authorized by the By-laws”. While the CNCA permits the participation in members meetings by electronic means in certain circumstances, the presentation of a proposal by a Member is not one of those circumstances.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE MEMBERS VOTE AGAINST THIS PROPOSAL
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PROPOSAL #3 Appendix C
1. Proposal:
Conflict of Interest Motion- Serving ICCRC Directors Speaking at CPD-Seminars. Motion: Moved that no serving ICCRC Director may participate as speaker at any event that may lead to CPD hours being approved prior to or after the event by ICCRC, except for presentations on ICCRC business.
2. Statement in Support of the Proposal by the Member:
Rational:
(1) To avoid conflict of interest, real or perceived arising from serving directors becoming speakers at events that will result in the award of CPD by ICCRC. As experience shows serving directors served often as an executive member of a CPD event providing organization in the past or worse, are still serving as such, means there is a clear or perceived affiliation. Please see an excerpt of ICCRC's Conflict of Interest Policy including the highlights:
“'...To avoid conflicts of interest, members of the Board must do more than merely act within the law. They must conduct their affairs in such a manner that their performance will at all-time bear public scrutiny. The appearance of conflict of interest, as well as the conflict itself, must be avoided.
... The purpose of this Policy is to:
a) ensure that financial and non-financial interests do not, and are seen not to, affect appropriate decision- making of the directors and/or staff of ICCRC; and to
b) ensure that neither the members of the Board of the Corporation, nor their friends, family members, current or former business associates, partnerships or corporations in which they were or are partners or employees or hold or held a significant interest or persons to whom members of the Board owe an obligation, benefit personally as a result of the member of the Board’s position with the Corporation or act in a way that is detrimental to the Corporation’s interests or the public interest”
(2) Such conflict as in (1) from the consumers and public point of view, will tarnish the regulator’s image with respect to the objective selection of CPD events/points distribution and avoiding competitive advantage to anyone associated with ICCRC in a decision-making capacity, let alone its Directors.
(3) Such arrangements/ scenarios have had a large negative impact on the profession in recent past. ICCRC as the current regulator must ensure that this is not repeated and provide a reason to either fair-minded stakeholders or detractors to questions its regulatory policies.
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3. Proposal Received from the Following Member:
Date Received: August 8, 2014 Member ID Number: R412255 City: Toronto Province: Ontario Country: Canada First Name: Donald Last Name: Igbokwe Email: [email protected] Telephone:
4. Response to the Proposal by ICCRC Board of Directors:
The Member’s Proposal addresses conflict of interest of Directors, a subject which is most important to ICCRC.
ICCRC has had in place since March 15, 2011, a Conflict of Interest Policy (the “Policy”) which is applicable to all members of the Board of Directors, all officers of ICCRC and to any person appointed to a committee of ICCRC by the Board of Directors. The Policy was prepared by experienced corporate counsel and represents a “best practices” approach to the subject of conflict of interest. A copy of the Policy has been made available to Members on the ICCRC website.
Conflicts of interest are inevitable. The key under the Policy, however, is that all conflicts of interest, actual or perceived, are effectively managed. Each Director of ICCRC is required to immediately declare to the Board any conflict of interest as defined in the Policy and thereafter each such Director must excuse himself/herself from any meeting where the matter giving rise to the conflict of interest is being discussed, refrain from all discussions of the matter giving rise to the conflict of interest at any meeting of the Board or elsewhere and refrain from voting on the matter giving rise to the conflict of interest at any meeting. Under the Policy, each Director must make an annual written disclosure of all actual and appearances of conflicts of interest. The disclosure is in a prescribed form and is submitted by each Director to the Chair of the Board and the Chair of the Board must submit his/her disclosure to the full Board.
The Directors of ICCRC who participate in CPD events have all adhered to the foregoing rules provided for in the Policy.
In addition, it is important to understand, that the decision of what events may lead to CPD hours is made by ICCRC management. The Board of Directors of ICCRC has no involvement in that process and as such Directors do not have influence or decision-making powers in this area.
Moreover, because the Directors of ICCRC include some of the most experienced and respected experts on the subject of the practice of immigration consultants, it would be a disservice to the Members of ICCRC and the public to prevent senior experienced Directors from sharing their knowledge and expertise at CPD events. ICCRC Directors generally make themselves equally available to all CPD providers so no individual CPD provider is at any advantage over the others in accessing this pool of expertise.
In the circumstances, because the Member’s Proposal is too broad and restrictive and is likely to result in 14
a decrease in the overall quality of CPD events,
THE BOARD OF DIRECTORS RECOMMENDS THAT THE MEMBERS VOTE AGAINST THIS PROPOSAL
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