GREENSPACE ALLIANCE OF CANADA’S CAPITAL

Greenspace Watch

Annual General Meeting

May 29, 2012

Champlain Park Fieldhouse

160 Cowley Avenue, Ottawa

MINUTES

Present: Amy Kempster (chair), Alicia Reckzin, Janice Seline, Elina Elnione, David McNicoll, Jason Kania, Erwin Dreessen (note taker)
Regrets: Sol Shuster, Martin Callsen, James O’Grady, Juan Pedro Unger

The meeting commenced at 7:15 p.m.

1. Annual Report

   Erwin had circulated a draft of the Alliance’s activities over the last 18 months. It was briefly reviewed. Amy may provide further comment within the next two weeks before it is released to the List and published on the web site.

2. Treasurer’s Report

   Erwin provided a Statement of revenues and expenses of Greenspace Watch from May 2, 2011 to March 31, 2012. Membership revenue was $215.00 and Donations were $1,021.50. Expenses, including incorporation costs, totalled $677.82. He moved approval, seconded by Jason. Agreed.

3. Conforming to the new Not-for-profit Corporations Act

   The following amendments to the Greenspace Watch by-laws were moved by Erwin, seconded by Elina and approved:

   • Article V – Membership Meetings

   • Section 2: change the minimum 14 days’ notice for annual or other general meetings to 21 days.

   • Section 6: revised text (revisions in bold):
     At every Annual General Meeting the report of the Directors and the financial statement shall be presented and Directors and the Chair shall be elected for a 1-year term. If members at the previous Annual General Meeting have chosen to appoint an Auditor, the report of the Auditor shall be presented. [words deleted re appointment of an auditor for the ensuing year.]

   • Article VIII – Board Meetings

   • Section 3: replace “Canada Corporations Act” with “Canada Not-for-profit Corporations Act”.

   • Article XIII – Auditors

   • Section 1: In the first sentence, replace “shall at each Annual General Meeting” by “may at an Annual General Meeting”.

   • Article XV – Amendment of By-laws

   • Section 1: Delete the first part of the first sentence and the last part of the last sentence so that the section reads [deletions in square brackets]:

     [The by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act and a]Any by- laws of the corporation not embodied in the letters of patent may be repealed or amended by by- law, or at an Annual General Meeting or General Meeting of the Organization, by a two-thirds (2/3) vote of the members present.[, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.]

     The following resolution was moved by Erwin, seconded by Jason, and approved:

     Special Resolution regarding continuing the Corporation under the provisions of the Canada Not-for-profit Corporations Act and authorizing the directors to apply for a Certificate of Continuance.

     WHEREAS the Corporation was incorporated under Part II of the Canada Corporations Act by Letters Patent dated the 2nd day of May, 2011; and
     WHEREAS it is considered to be in the best interests of the Corporation that it be continued under the Canada Not-for-profit Corporations Act (NFP Act) pursuant to section 297 of the NFP Act;

     BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

     1. The directors of the Corporation are authorized and directed to make an application under section 297 of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the Corporation;

     2. The Articles of Continuance (transition) of the Corporation, which have been submitted to this meeting are approved;

     3. The general operating by-laws of the Corporation are amended as approved at this meeting and will be effective on the date that the corporation continues under the NFP Act.

     4. Any one of the officers and directors of the Corporation is authorized to take all such actions and execute and deliver all such documentation, including the annexed Articles of Continuance (transition), the notice of registered office and of directors in the forms fixed by the Director, which are necessary or desirable for the implementation of this resolution.

4. Election of Chair and Directors

   Amy agreed to continue as Chair. Continuing Directors are Sol, Elina, Jason, Erwin, Martin, James and Juan Pedro.

5. General Discussion about Priorities

   Priorities identified included:

   • Official Plan Review – 2014
   • Emerald Ash Borer campaign
   • Greenbelt Master Plan, Plan for Canada’s Capital, Urban Lands Master Plan
   • Communications policy of the federal government’s Public Works department
   • Inter-provincial Crossing
   • Parks Canada’s Rideau Canal Corridor Strategy
   • Ottawa Soil Alteration and rural Tree Preservation by-laws
   • South March Highlands and Carp Hills
6. Awards

   Elina handed each member present a hand-drawn Certificate, a white rose and a chocolate bar, expressing gratitude for their work in support of green space.

The meeting concluded at 8:10 p.m.