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ANNUAL GENERAL AND SPECIAL MEETING OF THE MEMBERS
OF THE CALGARY FRENCH & INTERNATIONAL SCHOOL SOCIETY
MINUTES
Held at 6:30 p.m. on Monday, November 30, 2015
In the Marcel Tremblay Learning Resource Centre
At the Calgary French & International School
PRESENT:
Members of the CFIS Society:
Present:
CALVERT, Ann (Board Member)
DAHLMAN, Mark
DUFRESNE, Peter (Board Member)
GERELUK, Dianne (Vice-Chair)
GERRITSEN, Karin
GERRITSEN, Theresa
GOVENDER, Abigale
GUARD, Lyle
KAWKA, Trevor (Secretary-Treasurer)
LAVOIE, Ian
LAROCHE, Christian (Board Member)
LES, Edward
PIASTA, John (Board Member)
RAINSBURY, Simon (Board Member)
SCHNEIDER CHARY, Gertrud (Board Member)
STOWKOWY, Steve (Board Member)
SULLIVAN, Ryan (Board Member)
TUPPER, David (Chair)
ZUNTI, Jim (Board Member)
By Proxy:
FORRESTER, Peter (Board Member)
POIRIER, Wendy
YUEN, Frances
Minutes of the CFIS Society Annual General and Special Meeting
Held on Monday, November 30, 2015
Page 1! of 4!
1.
Staff in Attendance:
DORRANCE, Margaret (Head of School)
DUCASSE, Caitlyn (Director of Finance)
NESBITT, Karen (Executive Assistant and Board Secretary)
CALL TO ORDER
Chair D. Tupper called the Annual General and Special Meeting of the Calgary French &
International School (CFIS) Society to order at 6:37 p.m. and asked any non-members to
refrain from voting on any proposed motions.
2.
REVIEW OF AGENDA
The membership reviewed the proposed agenda, and the following motion was made:
AGM Resolution #2015-11-30.1:
MOVED by J. Zunti, SECONDED by D. Gereluk, that the agenda as
presented to the membership be adopted as the agenda for this Annual
General and Special Meeting.
CARRIED.
3.
REVIEW OF MINUTES OF 2014 AGM AND SPECIAL MEETING
The minutes of the CFIS Society Annual General and Special Meeting held November
27, 2014, were reviewed. The following motion was then proposed:
AGM Resolution #2015-11-30.2:
MOVED by J. Piasta, SECONDED by S. Stowkowy, that the minutes of the
CFIS Society’s Annual General and Special Meeting held on November 27,
2014, be approved.
CARRIED.
4.
SPECIAL RESOLUTION RE PROPOSED BYLAW AMENDMENTS
D. Tupper noted that the CFIS Society’s Board of Directors is asking the membership to
consider a special resolution to revise a portion of Section 6.08 of the Bylaws. The
section currently reads:
“The members shall at each annual meeting of the Society, or at any
special meeting of the Society called for that purpose, elect one-third of
Minutes of the CFIS Society Annual General and Special Meeting
Held on Monday, November 30, 2015
Page 2! of 4!
the Directors to hold office for a three (3) year term. If required to comply
with this provision, the Board may by resolution adjust the terms of its
then-sitting members. Notwithstanding the foregoing, if Directors are not
elected at a meeting of members, the incumbent Directors continue in
office until their successors are elected.
The Society Board is proposing that the bylaws be amended to provide for an addition to
the end of the first sentence of that paragraph, to read as follows:
"...provided that, in the event that the number of Directors holding office
immediately prior to the applicable meeting of the Society is not divisible
by three, the number of Directors to be elected at such meeting of the
Society, shall be not more than the number of Directors that is equal to the
number of Directors whose terms would otherwise expire following the
close of such meeting of the Society and not less than one/third of the
maximum number of Directors as determined pursuant to Section 6.03,
rounded down to the nearest whole number."
He noted that the above amendment would allow the number of Board members to turn
over on a relatively equal basis each year. He also noted that as per the Societies Act, 75
percent of the members present at this meeting must be in favour of the special resolution
in order for it to pass.
The following motion was then proposed:
AGM Resolution #2015-11-30.3:
MOVED by J. Piasta, SECONDED by D. Gereluk, that the amendment to the
Bylaws of the Calgary French & International School Society as proposed in
Schedule A be approved and ratified by the members of the Calgary French &
International School Society.
CARRIED (NONE OPPOSED)
5.
CHAIR’S REPORT
D. Tupper provided an overview of the highlights of the 2014-15 school year, and
thanked Head of School M. Dorrance for her leadership, and his fellow Board members
for their governance and oversight of the school’s operations. He also noted that the
school’s staff members, parents, and students are all to be credited for last year’s strong
results.
6.
FINANCIAL STATEMENTS
Minutes of the CFIS Society Annual General and Special Meeting
Held on Monday, November 30, 2015
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Secretary-Treasurer T. Kawka provided an overview of the audited financial statements
of the CFIS Society for the period September 1, 2014 to August 31, 2015, produced by
PwC Canada, under the supervision of J. Thomson. He noted that the statements are
available for perusal by any member upon request to either himself or to C. Ducasse, the
school’s Director of Finance. He also thanked C. Ducasse and the members of CFIS’s
Finance Department for their dedication and assistance over the past twelve months.
7.
SELECTION OF NUMBER OF BOARD MEMBERS
D. Tupper noted that the bylaws allow for a maximum of 16 Board members, which is the
number approved by the membership at last year’s AGM. No motions from the floor
were made to decrease the number of directors.
8.
ELECTION OF DIRECTORS
D. Tupper noted that the terms of six of the Society’s 16 Board members conclude as of
today’s AGM. One of those individuals, S. Guard, decided to not run for re-election. The
other five incumbents, being P. Dufresne, A. Knapp-Govender, C. Laroche, S. Rainsbury,
and J. Zunti, are running for re-election, along with a new member, M. Dahlman, who
was recommended by the Society Board’s Nomination Committee.
He then noted that since there are six vacant Board seats, the above-noted six individuals
are acclaimed to seats on the CFIS Society’s Board of Directors. He then thanked S.
Guard for her service to the CFIS Society Board.
9.
OTHER BUSINESS/CONCLUSION OF MEETING
Vice-Chair D. Gereluk thanked D. Tupper for his two years of service as Board Chair.
At 6:57 p.m., when no additional business was raised, the following motion was
proposed:
AGM Resolution #2015-11-30.4:
MOVED by C. Laroche, SECONDED by G. Schneider Chary, that the
meeting be concluded.
CARRIED.
Minutes recorded and transcribed by K. Nesbitt
Minutes of the CFIS Society Annual General and Special Meeting
Held on Monday, November 30, 2015
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