MASTERS SWIMMING CANADA

MSC Annual General Meeting May 23, 2004

Kinsmen Sports Centre, Edmonton, AB

MINUTES

ATTENDEES

• Chris Smith, President and Chair
• Lee-Ann Grier, V.P.and PEI Delegate
• Luc Hurtubis, Tearsurer and PQ delegate
• Mark Sandilands, Secretary & AB delegate
• Nigel Kemp, NS delegate
• Michael Stroud, ON delegate
• Paul Bolding, MB delegate
• Korrie Miller, SK delegate
• John Bell, BC Delegate

ABSENT WITH REGRETS

• Sue Schmidt, Past President
• Ed Evelly, SNC delegate, NF

STAFF AND VOLUNTEERS

• David Ellis, Webmaster
• Jennifer Pinarski, Newsletter Editor
• Collin Beatty, Coaching Chair
• Robin MacDonald, Marketing Chair
• Beth Whittall, Executive Secretary

OBSERVERS

• Alberta: Leona Jacobs, Mike Morrow, Jens Lentzen, James Hood, Jamie Rice, Jan Guindinger, Rob Davis, Nancy Davis, Leigh Carore, Karen Fredette.
• British Columbia: Jane Jones, Glen Mehus, Cormy Stanhius, Colleen Nelson, Tony Zezza
• Manitoba: Glenn Davis, Peter Doig. Nova Scotia: Mary Stewart Ross, Ellis Betensky
• Ontario: Nancy Black, Frank Sodonis, Sally O'Brien, Laura Goodman, Sue Weir
• Quebec: Roman Jezek. Saskatchewan: Kurt Miller

  1. CALL TO ORDER
The meeting was called to order by the chair at 3:30 PM

  2. INTRODUCTIONS: DECLARATION OF DELEGATES
The chair welcomed and introduced all delegates, staff & volunteers

  3. ADOPTION OF AGENDA
Motion A1:04.01  (Miller/Sandilands)  to accept the  agenda as published.
Carried unanimously.

  4. APPROVAL OF MINUTES
From the May 18, 2003 AGM held in Montreal
Motion A1:04.02  (Sandilands/Greer)  to accept the minutes of May 18,
2003 as published. Carried unanimously.

  5. ADOPTION OF FINANCIAL REPORT
Motion A1:04.03  (Hurtubise/Boulding)  to accept the audited Financial
Report for the fiscal year ended Dec 31, 2003.  Carried unanimously.
 
  6. ADOPTION OF BUDGET
Motion A1:04.04  (Sandilands/Stroud)  to accept the 2004 budget as
approved by the Board of Directors on May 9, 2004.  Carried unanimously.

  7. PRESIDENT'S REPORT
Motion A1:04.06  (Greer/Boulding)  to accept the presidents report as
circulated. Carried unanimously.
 
  8. RECEIVING OF DIRECTORS' REPORTS
Motion A1:04.07  (Sandilands/Bell)  to dispense with the reading of
directors reports and receive the reports as circulated.  Carried unanimously

  9. BY-LAW AMENDMENTS
Motion A1:04.08  (Sandilands/Hurtubise)  that the By-Law amendments
(see Appendix A below) as recommended by the Board of Directors be approved.
Carried unanimously.

10.	 APPOINTMENT OF AUDITOR
Motion A1:04.09  (Hurtubise/Greer)  that Thornton McCain be appointed as
auditor for the year ending Dec 31, 2004.  Carried unanimously.

11. OTHER BUSINESS
 (a) 2005 Canadian Championship - MSC has received a bid for the 2005 Canadian
     championship meet to be  held in Etobicoke, ON, May 20-23, hosted by the
     Ontario Officials Assoc.
 (b) 2005 World Masters Games - James Hood asked all delegates to take pamphlets
     for distribution.
 (c) Structure committee - recommendations to go to board for approval for fall
     meeting.

12.	 RATIFICATION OF BUSINESS
Motion A1:04.10  (Sandilands/Kemp)  to ratify the business of the Board of Directors
since the previous AGM, May 18, 2003  Carried unanimously.

13.	 ADJOURNMENT
Motion A1:04.11  (Kemp)  to adjourn the meeting.  Carried unanimously.
The meeting was adjourned at 4:47 PM.

NOTE: APPENDIX A attached and forms part of these minutes

Deletions shown in red, additions underlined.

Note: Changes as described above have been recommended by the Board of Directors at its meeting of 2004-05-09. Comments are in italics.

5.07 Votes to Govern.

At all board meetings, every question, except those regarding by-laws, as noted in 11.01, shall be decided by a majority of votes cast unless otherwise specified herein. In the event of a tie, the president of the Corporation shall direct the issue to be discussed again and a second vote taken. (The president of the Corporation shall be entitled to a second or casting vote in the event of an equality of votes on such second vote.) If the vote is tied, the question shall be deemed to be defeated.

ARTICLE VI Officers

6.02 Manner of Appointment.

The board of directors shall within thirty (30) days after the annual meeting of members of the Corporation elect the officers as herein described using the procedures in 8.02 (j) Nominating Committee,

6.03 Term.

All officers of the Corporation shall hold office for a term of two (2) years from the date of appointment or election or until their successors are elected or appointed in their stead. Any vacancy occurring in respect of any office may be filled at any time by the board of directors. The person elected to fill the vacated office shall serve for the balance of the term of the person who is being replaced. At the time of the election to the vacated office, the Board shall decide whether the person elected shall be eligible to be elected for either one or two additional terms. No person may hold the same office for more than two (2) consecutive terms. The term of office of officers of the Corporation shall end at the adjournment of the board meeting at which election of successor officers takes place.

6.06 Treasurer.

The treasurer shall have custody of the funds and securities of the Corporation . . . [this section unchanged] He shall also perform such other duties as may from time to time be directed by the board of directors. In the performance of his duties, the Treasurer may enlist the assistance of a bookkeeper who is eligible to receive a stipend for this work. The appointment of any individual to assist the Treasurer shall be subject to the approval of the Board in each and every case. Furthermore, the Treasurer shall not delegate his signing authority.

7.06 Votes.

Each member of the executive committee, including the chair, shall be entitled to one vote at all meetings of the executive committee. Every question shall be decided by a majority of votes cast. The chairman of the executive committee meeting shall be entitled to a second or casting vote in the event of an equality of votes. In the event of a tied vote, the motion shall be automatically referred to the board to be dealt with at the next board meeting.

ARTICLE VIII – COMMITTEES

(8.01 (a) and (b) are moved from 8.05 to here)

8.01. The following shall apply in respect of all standing committees and ad hoc committees:

8.02 [and renumber subsequent sections]

Composition.

The standing committees of the Corporation shall be enumerated below or as struck by the board of directors and wherever possible, each committee shall have representation from across Canada:

8.02

(?) Officials

8.03 Powers and duties. (Change to numbers rather than letters.)

. . .

(3) (Competitions Rules and Guidelines. )

(d) ( Records. The committee shall verify all provincial record applications and maintain and update the Corporation's records. It is also to compile and maintain an annual listing of top 20 Swimmers available to all PMO's and top 10 Swimmers available to the world recorder.)

(4) Championship

(10) Nominating

8.05 The following shall apply in respect of all standing committees and ad hoc committees:

(a) all committees shall serve at the pleasure and discretion of hte board of directors, in the case of standing committees, and of the executive committee in the case of ad hoc committees;

(b) all standing committees shall have membership approved by the Board of Directors or by the executive committee, in the case of ad hoc committees. [this clause has been moved to 8.01]

Article XIII HEAD OFFICE

13.01 Location. (Until changed in accordance with the Canada Corporations Act, the head office of the Corporation shall be in the Community of Elmsdale, Nova Scotia.) The head office of the Corporation shall be c/o McCarthy Tetrault, 275 Sparks St., Suite 1000, Ottawa, ON, K1R 7X9. [Note: Motion to this effect passed 1999-05-16.] The Board shall establish the address of the corporation from time to time based on the location of the Executive Secretary.