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2012 AGM Minutes

Minutes of Field Hockey Canada Annual General Meeting

Sunday, June 10 2012 | Hotel Indigo – Ottawa, ON

AGENDA ITEM DISCUSSION & DECISION ACTION ITEM

1. Call to Order Mary Cicinelli, President called the meeting to order and thanked everyone for attending the meeting.

2. Clarification of Voting Procedures

Carla Corbett outlined the voting procedure as per bylaw 10.0: As per bylaw 10.2 the majority of eligible votes will be 6,681 in total. Therefore, the number of votes required for a simple majority are 3,342, for two-thirds 4,454. As well, a minimum of three (3) provinces must be in favour for a bylaw motion to be carried.

3. Appointment of Scrutineers

Moved that Kelly Michael (FHC) and Amy van Hemmen (FHC) be appointed as scrutineers for the 2012 AGM. Moved by: Diane Huneault Seconded by: Sharon Rajaraman Date: June 10, 2012 Carried.

4. Approval of the Agenda

Moved that the 2012 Agenda be approved. Moved by: Ian Baggott Seconded by: Sharon Creelman Date: June 10, 2012 Carried.

5. Approval of the June 2011 AGM Minutes

Moved that the minutes of the June 2011 AGM be approved. Moved by: Ann Doggett

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Seconded by: Mark Saunders Date: June 10, 2012 Carried.

6. Reports

President’s Report – Mary Cicinelli Mary summarized her written report. FHC is at a critical stage in the development of field hockey and its organization in Canada. Critical to any successful change in strong leadership and the Board of Directors was strengthened with the appointment of two new Board members, John MacMillan & Ann Doggett. In spring 2011, FHC received notification from Own the Podium advising that two years of committed funding would be provided to enhance our high performance area. The funding was targeted, in the areas of national team programs, technical and coaching leadership and competitions. She commended Sharon Creelman and the great strides that have been made under her leadership in the areas of Long Term Hockey Development (LTHD) and NCCP coaching certification. As Sharon steps away, Robin D'Abreo will take over as the Director of Sport Development. Strong relationships continue with the 2015 Pan Am Games group, Own the Podium, Team Sport Initiative and Sport Canada. She acknowledged Sport Canada and Own the Podium for their continued support of field hockey and their continued support of our hosting initiatives. Mary thanked all of the volunteers, Board and staff for all their work over the last year as well as the foundation that has been established to move forward as she steps down after 7 years as President. Moved to accept the President’s report as presented. Secretary’s Report – Mary Cicinelli Ian summarized his written report. At this AGM three (3) Directors terms have expired (1 elected and 2 appointed.) A call for nominations was sent to the FHC membership with a deadline for receipt by the National office by 4:30 pm Friday June 3, 2011 There will also be one (1) bylaw motion and four (4) non-bylaw motions presented to the membership.

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Moved to accept the Secretary’s report as presented. Carried Treasurer’s Report – Mary Cicinelli Mary summarized the written report and recognized Carole Lemire for her continued support. Moved to accept the Treasurer’s report as presented. Carried Auditor’s Report – Karen O’Neill Karen O’Neill, Senior Lead, presented the 2011 audited statements. Karen reported that the management letter was overall positive. She highlighted the few gaps including the discrepancy in the membership numbers and the lack of having a consistent database. Karen highlighted the issue with FHC’s access to the Trust Funds as we currently do not have any. As it stands, FHC is only notified of changes after a transaction or transfer has been made. Karen also addressed the levies discrepancy with the Men’s National Team and highlighted our actions moving forward to rectify the losses. Moved to accept the 2011-12 Auditor’s report as presented. Moved by: Thea Culley Seconded by: Sharon Creelman Date: June 10, 2012 Carried

recommendation to appoint a Board member to act as a Liaison for the trusts

7. Notices of Motions

Motion # 1 – That, by special resolution, the Bylaws of Field Hockey Canada be amended in the form attached as schedule A. Rationale: At the Annual General Meeting in Halifax in 2011, we embarked on the first phase of our bylaw amendment project. At the 2011 AGM, the Members approved bylaw amendments primarily dealing with the Board and Committee structure. For the 2012 AGM, we will address the second phase of

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the bylaw amendment project. The second phase has two parts: 1. The Board will ask the Members to vote on further

amendments to a number of provisions in the bylaws, primarily to bring the bylaws into conformity with new Federal legislation that has recently come into effect, the Canada Not-for Profit Corporations Act, and its regulations. Attached are:

• a copy of the proposed amended bylaws,

• a comparison document showing the proposed amendments compared to the current bylaws,

• highlights of those proposed amendments.

2. The Board has not yet proposed amendments to the membership categories and related voting issues. Those issues deserve discussion and careful consideration by the Members, and the Board proposes to seek the Members’ views by various means, including a round table discussion at the 2012 AGM and possible establishment of a working group. We anticipate a vote on further bylaw amendments to membership categories at the 2013 AGM. Attached is a memo referring to some of the more significant membership issues for discussion at the 2012 AGM.

Once both these parts are completed, we will complete our transition to the new Federal legislation, which must be done by 2014.

Moved by: Gord Plottel Seconded by: Carla Corbett Date: June 10, 2012 Carried Motion # 2 – To appoint the firm of Ousley Hanvey Clipsham Depp of Ottawa as the Auditor for FHC for fiscal year 2012-2013

Rationale: The current auditors for FHC, Ousley Hanvey Clipsham Depp of Ottawa have been with the association for 11 years. There was a full tender process and review by the Finance and Audit committee conducted last year

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and Ousley Hanvey Clipsham Depp of Ottawa were awarded the audit contract. Year 1 of this renewal has been exercised and it is recommended that they continue for the upcoming fiscal year 2012-13 Moved by: Mary Cicinelli Seconded by: Ian Baggott Date: June 10, 2012 Carried Motion # 3 – Housekeeping: That the Voting Membership of Field Hockey Canada ratify and approve the actions and decisions of the Board of Directors during the fiscal year April 1, 2011 to March 31, 2012. Rationale: Routine AGM motion which should be addressed annually. Moved by: Ian Baggott Seconded by: Carla Corbett Date: June 10, 2012 Carried Motion # 5 – To approve the site of the FHC AGM for 2012 (Ottawa) Rationale: Central location so the provinces from each end of the country pay roughly the same. It was determined that the difference in cost having it out west as discussed in last year’s AGM, was no different than keeping it in Ottawa. Date: June 10, 2012 Carried

1. FHC Trust Fund Reports

Written reports were submitted from the Men’s Olympic Endowment Funds. Mary summarized the update from the Women’s Legacy fund. Moved to accept the 2011-12 Trust Fund reports as circulated Carried

8. Elections

Two Board Members will be stepping down at the conclusion of this meeting: Carla Corbett & Hari Kant As 1 nomination was received, there will be no election for that position on the Board. There were 3

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positions open. The remaining 2 positions will be filled by recommendations made by other Board members as requested by Ian Baggott. Ann Doggett & John MacMillan were acclaimed as board members. Ian Baggott was acclaimed as Chair of Field Hockey Canada. Carried

9. Date & Site of 2013 AGM

A motion was carried that the 2013 AGM remain in Ottawa Carried

10. Adjourn

Motion to adjourn the 2011-2012 AGM Moved by: Sharon Creelman Seconded by: Gord Plottel Date: June 10, 2012 Carried