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May 29,
2004
At
the abbreviated meeting of the Board of Directors on May 29,
2004, after the Society's Annual Genreal Meeting, the following
decisions and reports were made:
Election
of Officers
Sharon Glover was asked to act as scrutineer for the election
process. For the 2004-2005 year, Annette Bergeron was elected
as the Society’s new President and Chair, Chris Cragg
was elected Vice Chair, Cindy Krenosky was elected Treasurer
and Catherine Karakatsanis was elected as Secretary. Danny
Young automatically becomes Past Chair following his term
as Chair. Resolution
to Destroy Ballots
The Board approved instructing ADP Investor Communications,
the agency that oversaw the ballot process for the Society’s
2004 election to destroy the ballots.
Audit
and Investments Committee
The Society’s bylaws state that the Audit and Investments
Committee shall “be an audit committee, consisting of
the Treasurer of the Society, who shall be chairperson, and
two other Board members, to review the results of the external
audit of the Society’s finances, monitor the Society’s
internal financial control procedures, and report to the Board.
The further duties of the audit committee shall be established
from time to time by the Board.”
The Terms of Reference
for this committee were established by the Board and include
establishing investment policies for Society funds and providing
direction to the Society’s investment counsel.
The Directors were
asked to volunteer for the two open positions. Anne Sado and
Jennifer Moylan volunteered and are now members of the Audit
and Investments Committee and Cindy Krenosky, as the Society’s
Treasurer, shall be the Chair of this committee.
Human
Resources Committee
The Society’s bylaws state that there “shall be
a Human Resources Committee, consisting of the Chairperson,
who shall be the chair of this Committee, and two (2) other
directors appointed by the Board. This Committee shall monitor
the compensation structure, including benefits, for employees
of the Society and the compensation of the Chief Executive
Officer. The further duties of the Human Resources Committee
shall be established from time to time by the Board.”
The Directors were
asked to volunteer for the two open positions. Catherine Karakatsanis
and Danny Young volunteered and are now members of the Human
Resources Committee and Annette Bergeron, as the Society’s
Chair, shall be the Chair of this Committee.
Executive Committee
Bylaw No. 2 item 6.9.1 (a) describes the Executive Committee
as follows:
Executive
Committee – In accordance with the provisions
of the Corporations Act, there shall be an Executive Committee
comprised of five (5) voting directors, being the officers
of the Society who are also voting directors on the Board
and such other voting directors of the Society as determined
by the Board. If the Past Chair is an ex officio non-voting
director of the Board, he or she shall also be an ex officio
non-voting member of the Executive Committee. In addition,
the Chief Executive Officer shall be an ex officio non-voting
member of the Executive Committee. The Chair of the Society
shall be the chair of the Executive Committee. The Board may
delegate to the Executive Committee any of the powers of the
Board, subject to the restrictions, if any, contained in the
Bylaws or imposed from time to time by the Board.
It was noted that
the officers of the Society are Annette Bergeron, Danny Young,
Chris Cragg, Cindy Krenosky and Catherine Karakatsanis and
they will therefore sit on the Executive Committee.
Finance
Committee
At the Executive Committee meeting of May 15, 2003, it was
recommended that the Board consider creating a Finance Committee
as a sub-committee of the Audit and Investments Committee.
The Finance Committee
shall consist of the Treasurer (Chairperson of the Audit and
Investments Committee), and two (2) other directors appointed
by the Board. The purpose of the Finance Committee is primarily
to monitor the financial status of the Society on a regular
basis. The Finance Committee is accountable to and reports
directly to the Society’s Board.
The Directors were asked to volunteer for the two open positions.
Anne Sado and Chris Cragg volunteered and are now members
of the Finance Committee and Cindy Krenosky, as the Society’s
Treasurer, shall be the Chair of this Committee.
Banking
Resolutions
1) The authorized signatories for the bank
accounts held at TD Canada Trust include the Chairperson,
Vice Chairperson, Treasurer, and Chief Executive Officer.
It was approved
by the Board to add the Past Chairperson, and the Director,
Finance as authorized signatories to the bank accounts.
2)
The Board approved a Bank Resolution to open a business
account in the name of the Society with ING Direct.
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