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Minutes of the meeting of the CIRA Board of Directors held at the Wakefield Mill, Wakefield, Quebec on November 12, 2021 at 3:15 p.m. ET

Directors attending: Liza Aboud, Iris Almeida-Côté, Colleen Arnold, Gwen Beauchemin, Anne Butler, Andrew Escobar, Eric Hill, Jill Kowalchuk, Crystal Nett, Samantha Ventresca, Alourdes Sully, Rob Villeneuve

Advisors: John Demco, Byron Holland

Regrets: Charles Noir

Corporate Secretary: Brigitte LeBlanc-Lapointe

Recording Secretary: Lynn Gravel

1. Appointment of Temporary Chair – John Demco

J. Demco assumed the role of Temporary Chair, with the consensus of the Board.

2. Approval of Agenda

It was resolved that the agenda be adopted as presented.

(Moved: A. Sully, seconded: C. Arnold, motion unanimously carried)

3. Appointment of Chair

The Temporary Chair called for nominations for the Chair of the Board.  Following the close of nominations, the Chair of the Board was appointed in accordance with s. 8.03(a) of the Amended and Restated Bylaw No.1, as follows:

Be it resolved that the Board of Directors appoints Jill Kowalchuk to the position of Chair of CIRA to hold office for a period of two years or until the next Board meeting after the expiry of such two-year period and until the successor is appointed, whichever is later, or the expiry of her term as Director or until earlier resignation or removal.

(Moved:  I. Almeida-Côté, seconded: A. Sully, motion carried by acclamation)

4. Appointment of Vice-Chair

The Chair called for nominations for the Vice-Chair of the Board. Following the close of nominations, the Vice-Chair of the Board was appointed in accordance with s. 8.03(b) of the Amended and Restated Bylaw No.1, as follows:

Be it resolved that the Board of Directors appoints Andrew Escobar to the position of Vice-Chair of CIRA to hold office for a period of one year or until the next Board meeting after the expiry of such one-year period and until the successor is appointed, whichever is later or until earlier resignation or removal.

(Moved: I. Almeida-Côté, seconded: A. Butler, motion carried by acclamation)

C. Nett withdrew from meeting.

5. Chair’s Remarks

The Chair thanked everyone for their support and looked forward to working with everyone throughout the year.

J. Demco retired as Temporary Chair; J. Kowalchuk assumed the Chair.

6. Consent Agenda

The Chair called for any items to be removed from the consent agenda for discussion. 

6.1 Approval of the Draft Minutes of the September 22, 2021 Meeting

6.2 Report on Statutory Obligations

6.3 Management Report

6.4 2021 Returning Officer’s Final Report

6.5 Community Investment Program Midterm Report

It was therefore resolved that item 1 on the consent agenda be approved and the remaining items be received.

(Moved: R. Villeneuve, seconded: I. Almeida-Côté, motion unanimously carried)

7. Appointment of Returning Officer

Be it resolved that the Board of Directors appoint Thomas Kriens as the Returning Officer for the 2022 Election and that the 2022 Returning Officer's remuneration be set at $275 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

Be it further resolved that the Board of Directors appoint Amy Grubb J.D. to serve as 2022 Assistant Returning Officer and that the remuneration be set at $260 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.

(Moved: I. Almeida-Côté, seconded: A. Sully, motion unanimously carried)

8. Other Business

2021-2023 Corporate Calendar

The Board of Directors reviewed and discussed the schedule of Board meetings for the upcoming year.

L. Gravel and B. Holland withdrew from the meeting.

9. In-Camera Session

The Board of Directors held an in-camera session.

10. Adjournment

There being no further business, on motion by A. Sully and seconded by R. Villeneuve, the meeting was concluded at 4:12 p.m.