At 7:45 The Annual General Meeting began. Attendance did not change from the business meeting but a copy of the circulated attendance sheet can be included with the minutes for Registry of Joint Stocks.
1.0 Approval of bylaw changes: No updates to any of the bylaws have been proposed.
2.0 Approval of Minutes 2019 AGM: Moved by Shirley, seconded by Greg that the minutes be approved . Motion carried.
3.0 Election of Directors: Noted that Greg and Kelly are in the second year of their two year term, and continue in their position as directors. They have completed their terms as officers until the new election of officers tonight. Peter, Shirley, Amy have completed their two year terms but all are offering for re-election. Jennifer inquired as to minimum/maximum board; Greg confirmed minimum is 5, maximum 12. Amy, Shirley and Peter agreed to stand again for re-election and were acclimated. There were no further nominations or applications for the position of Director. The minimum requirement of five Directors has been met.
4.0 Financials: Greg reviewed the financials during the business meeting and copies were provided. Amy moved to approve the financials, seconded by Jennifer. Motion carried.
5.0 Election of Officers: Greg nominated Kelly for chair, seconded by Amy. Motion carried. Jessica nominated Greg for Vice Chair, seconded by Kelly. Motion carried. Secretary: Kelly noted that peter had offered to do this role via email; Kelly responded to him asking he confirm that it does not present a conflict of interest for him as an HRM employee. It was decided to defer the election of Secretary until the September meeting, as the association does not meet over the summer unless required. Amy noted that if Peter was unable, she would be willing to offer.
6.0 Kelly noted the next meeting will be held Tuesday, September 17 at PRCC, 7 PM. Since she is changing the meeting date because of her birthday, she is required to bring cake for the rest of us. © The meeting was adjourned at 8:05 via motion from Jessica.
PROSPECT ROAD RECREATION ASSOCIATION (PRRA)
SPECIAL MEMBERS’ MEETING
April 20, 2022 at 7 p.m.
New Life Community Church in Hatchet Lake and via Zoom
DRAFT MINUTES
Minutes taken by Allison Lawlor
- Appointment of chair and secretary
HRM Councillor Patty Cuttell facilitated the meeting and welcomed everyone. As councillor she stated she cannot chair the meeting and asked if the current chair or vice chair of the PRRA were present. They were not. She called for nominations. Hamish Malkin was nominated to chair the meeting by Bob Corbett, seconded by Ritamae Schwartz and Allison Lawlor was nominated to act as secretary of the meeting by Ritamae Schwartz, seconded by Sue Corbett. There being no further nominations, Hamish Makin and Allison Lawlor were acclaimed chair and secretary, respectively. - Declaration of a quorum
Hamish Malkin stated that according to the PRRA bylaws, at least four members of the PRRA were needed for a quorum. At least 50 people being present in person and online, the chair declared the meeting properly constituted to conduct business.The current directors of the PRRA were not present at the meeting. Members of the PRRA, are all those who live in the area from Goodwood through West Dover; any three members may call a special member’s meeting; four members called this meeting, giving due notice. - Approval of agenda
The agenda was approved by member present with no changes or additions - Discussion of governance issues
The following governance issues were discussed among members present in person and online:
a. Directors’ terms/renewal;
b. Absence of virtual members’ meetings during the COVID 19 pandemic;
c. Last financial statements filed were for the year ended March 31, 2019
d. Lack of transparency related to the $201,426.16 transfer of funds in January 2021 to PRRA from HRM;
e. A Members’ Registry is not maintained;
f. Proper financial checks and balances within PRRA;
g. Failure to communicate information about Association activity with membersThere were several questions from the floor regarding governance issues and what we can do to rectify the currentsituation. In response to questions from the floor, the chair explained that if the community wants to see change within the PRRA, members must attend the June 1st AGM and consider the slate of directors proposed by the current directors and perhaps nominate other directors themselves.IT WAS RESLOVED THAT: the secretary ask the Executive of the Society to include the governances issues discussed tonight in the agenda for the next AGM. Moved by Vicki Brown, seconded by Angela McCarthy, carried unanimously. - Members present qualified to vote
Five members were present who were qualified to vote having attended previous a members’ meeting - Amendment of By-law 4
By-law 4 currently states, “Every member may vote at any members’ meeting of the Society after they have attended at least one previous members’ meeting.”IT WAS RESOLVED THAT: the clause “after they have attended at least one previous members’ meeting” be deleted from By-law 4. Moved by Ritamae Schwartz, seconded by Sandra Doherty, carried unanimously.As a result of this resolution all members of the Society may vote at subsequent members’ meetings including the next Annual General Meeting
7.New Business
None - Adjournment
The meeting adjourned at 8:30 PM
PROSPECT ROAD AND AREA RECREATION ASSOCIATION
SPECIAL MEMBER’S MEETING
MAY 30, 2022
ST JOSEPH’S CHURCH, 3709 PROSPECT ROAD, SHAD BAY, NS at 7 p.m.
MINUTES
Minutes taken by Allison Lawlor
-
- Appointment of chair and secretary
In the absence of Kelly Carlton, chair and Greg Skelhorn, vice-chair, the facilitator called for nominations for a chair and secretary for the meeting. Matt Conrad was nominated to chair the meeting by Janice Tate, seconded by Sue Corbett and Allison Lawlor was nominated to act as secretary of the meeting by Janice Tate, seconded by Gwen Romanes. There being no further nominations, Matt Conrad and Allison Lawlor were acclaimed chair and secretary, respectively. - Declaration of a quorum
The chair stated that according to the PRRA bylaws, at least four members of the PRRA were needed for a quorum. At least 34 people being present in person the chair declared the meeting properly constituted to conduct business. - Approval of agenda
The agenda was approved by member present with no changes or additions - Discussion of governance issues
The minutes were approved. Moved by Angela McCarthy, seconded by Joyce Coles, carried. - Business arising from the minutes of the previous meeting
John Corbett asked what is the status of the June 1st AGM. Matt, along with Patty Cuttell, explained that the June 1 AGM will be rescheduled for June 29 to give proper notice. This will happen if a new interim board is appointed at tonight’s meeting. - 6. Identification of members who have attended a prior meeting and who therefore may vote at this meeting (By-law 4)
For purposes of voting, the chair asked that all members present who had attend at least one previous members meeting sit together. Ten such members were identified. - Replacement of directors
The chair entertained the following motion:
WHEREAS:
a) The current board refuses to file with the Registry of Joint Stock Companies the amendment to By-law 4 approved by the members on April 20, 2022,
b) The by-law amendment permits all members to vote at members’ meetings including annual general meetings,
c) The current board has an obligation to file a member-approved by-law amendment with the Registrar regardless of their personal opinions that they are “uncomfortable with it”,
d) Without the amendment, HRM will not release area rate taxes for distribution to local recreation groups for last year, this year, nor going forward because the right of all members to vote is a requirement of an agreement between HRM and PRRA,
e) The current board has called an annual general meeting (AGM) for June 1, 2022 without giving proper notice; date and time have been informally disclosed but place has not and 30 days’ notice is required so that all members may plan to attend,
f) The last financial statements filed with the Registrar were for the year ended March 31, 2019 and as a result, the members do not know how the $201,426.19 paid by HRM to the PRRA in January 2021 was spent nor how much is left, and
g) The current board of three is less than the minimum of five required in By-law 23 and the current board has been operating without a quorum of four required in By-law 33(by-law,
THEREFORE, BE IT RESOLVED that by this special resolution, all three current directors be removed and that three other members be appointed as directors to complete the term of office.
Moved by Gwen Romanes, seconded by Maureen Yeadon, carried. - Appointment of five directors to complete the term of office
The chair asked for nominations from the floor for five interim directors because the minimum number of directors must be five (By-law 230),
After the calling for nominations three times, the following were nominated:Matt Conrad, Sue Uteck, Sue Corbett, Bruce Holland and Lynn Kazmel-Boudreau.There being only five nominations, the nominees were acclaimed as interim directors to complete the term of office. - Reaffirmation of the resolution from Apr 20, 2022
The chair entertained the following motion:
WHEREAS:
a) the previous board did not file with the Registry of Joint Stock Companies the amendment to By-law 4 approved by the members on April 20, 2022,
b) the by-law amendment is not effective until approved by the Registrar of Joint Stock Companies,
c) the by-law amendment permits all members to vote at members’ meetings including annual general meetings,
d) HRM, without this amendment, will not release area rate taxes for distribution to local recreation groups for last year, this year, nor going forward because all membersthe right of all members to vote is a requirement of an agreement between HRM and PRRA,THEREFORE, BE IT RESOLVED that the clause “after they have attended at least one previous members’ meeting” be deleted from By-law 4.
Moved by Vicki Brown, seconded by Riita Mae Schwartz, carried. - Annual general meeting
The chair indicated that the new board would cancel the AGM improperly called for June 1, 2022 and give proper notice of an AGM on Wednesday, June 29, 2022 at 7 p.m. at New Life Community Church. - New business
None - Adjournment
The meeting adjourned at 7:45 P.M.
- Appointment of chair and secretary
PROSPECT ROAD RECREATION ASSOCIATION
ANNUAL GENERAL MEETING
NEW LIFE COMMUNITY CHURCH
1760 PROSPECT ROAD, HATCHET LAKE, NS AND BY ZOOM
MINUTES
- Interim chair Sue Uteck chaired the meeting; interim secretary Sue Corbett was secretary for the meeting.
- The chair declared a quorum present and that all members present may vote.
- The agenda was approved: moved by John Corbett, seconded by Vicki Brown, carried.
- Approval of minutes from the special members’ meeting of May 30, 2022 and from the last annual general meeting of June 19, 2019. Moved by Ritamae Schwartz, seconded by Janice Tate, carried.
- Business arising from the minutes of the previous meetings – none.
- Report of the interim chair. Sue Uteck gave her report details of which can be found in the business plan and budget for 2022-23 [see below].
- Approval of financial statements for the years ended March 31, 2022 and 2021. The financial statements for the years ended March 31, 2022 and 2021 were circulated among the members present. Hamish Malkin, volunteer explained the statement of income and expenditures for the years ended March 31, 2022 and 2022; there were no questions or comments from the floor. He then explained the statement of financial position as at March 31, 2022 and 2021: there were no questions from the floor. Mike Szucs moved approval of the financial statements, seconded by Vicki Brown, carried. Hamish Malkin’s comments are attached.
- Approval of business plan and budget for the year ending March 31, 2023. The business plan and budget were circulated among the members present. Discussion ensued regarding the narrative and the budget itself. It was noted by the chair that a further surplus of approximately $203,000 was available to be spent subject to a second business pan and budget to be developed by the new board in consultation with the pubic. Barb Allen moved approval of the business plan and budget, seconded by Maureen Yeadon, carried.
- Election of directors. Eleven names were proposed by the interim board and one name was nominated from the floor. Twelve directors being the maximum permitted under the by-laws, the following were acclaimed as directors for a two-year term: Jackie Buckland, Chris Buckley, Jonah Carrington, Matt Conrad, Sue Corbett, Rob Gilbert, Bruce Holland, Lynn Kazamel-Boudreau, Marina MacDonald, Angela McCarthy, Scott Peters, and Koumbie Traoré-Thomason.
- New business – none.
- Moved by Gwen Romanes. The meeting adjourned at 8:15.