Minutes of the Meeting of the CIRA Board of Directors held at the Westin Ottawa Hotel on October 28, 2022 at 12:30 p.m. ET
Directors attending: Liza Aboud (via Webex), Colleen Arnold, Don Bowman, Gwen Beauchemin (via Webex), Anne Butler, Andrew Escobar (via Webex), Matthew Gamble, Eric Hill, Jill Kowalchuk, Samantha Ventresca, Alourdes Sully, Michael Zahra
Advisors: John Demco, Byron Holland, Charles Noir
Corporate Secretary: Brigitte LeBlanc-Lapointe
Recording Secretary: Lynn Gravel
Guests: Sanita Alias, Albert Chang, Adam Eisner, Marc Fares, Jon Ferguson, Jane Fulford, Rick Koeller, Tanya O’Callaghan
1. Approval of Agenda
It was resolved that the agenda be adopted as presented.
(Moved: A. Sully, seconded: M. Zahra, motion unanimously carried)
2. 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 elected in accordance with s. 8.03(b) of the Amended and Restated By-law No.1 as follows:
Be it resolved that the Board of Directors hereby 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: G. Beauchemin, seconded: M. Gamble, motion unanimously carried)
3. Chair’s remarks
The Chair thanked everyone for their continued support of CIRA and looked forward to working with everyone throughout the year.
4. Consent Agenda
The Chair called for any items to be removed from the consent agenda for discussion.
4.1 Approval of the Draft Minutes of the September 14, 2022 Meeting
4.2 2022 Returning Officer’s Final Report
It was therefore resolved that item 4.1 on the consent agenda be approved and the remaining item be received.
(Moved: C. Arnold, seconded: A. Sully, abstained: D. Bowman, M. Gamble, E. Hill and M. Zahra; motion carried)
5. Appointment of Returning Officer
Following discussion and questions from board members, it was resolved that the Board of Directors appoint Thomas Kriens as the Returning Officer for the 2023 Election and that the 2023 Returning Officer’s remuneration be set at $310 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.
It was further resolved that the Board of Directors appoint Amy Grubb J.D. to serve as 2023 Assistant Returning Officer and that the remuneration be set at $275 per hour plus any reasonable or certain out of pocket expenses as pre-approved by CIRA.
(Moved: A. Sully, seconded: A. Butler, motion unanimously carried)
R. Koeller joined the meeting.
6. Annual General Meeting Debrief
The Board of Directors was provided with briefing materials, which summarized the lessons and feedback following the 2022 Canadians Connected: CIRA Symposium and Annual General Meeting (“AGM”), based on member feedback and internal lessons learned sessions. Staff noted that based on these lessons and other feedback received, the Membership Relations team will be performing a detailed analysis and develop a set of recommendations for the 2023 AGM. Board members discussed the briefing materials, the AGM and member engagement.
R. Koeller withdrew from the meeting.
7. Other Business
• 2022-2024 Corporate Calendar
The Board of Directors reviewed and discussed the schedule of Board meetings for the upcoming year. The proposed dates will be reviewed to ensure alignment between internal meetings and board meetings. The Board will be provided with a revised schedule in the weeks following the meeting.
• 2023 Annual General Meeting
It was resolved that the 2023 CIRA Annual General Meeting be held on Wednesday, September 27, 2023.
(Moved: M. Gamble, seconded: A. Butler, motion unanimously carried)
• 2023 Board Work Plan
The Chair of the Board noted that the Board work plan for the upcoming year was in progress and would be updated based on the corporate calendar.
• Committee Composition
CIRA’s Board Committee Membership for FY22-23 shall be as follows:
Governance Committee
Eric Hill (Chair)
Colleen Arnold
Matthew Gamble
Jill Kowalchuk
Samantha Ventresca
Finance Audit Investment and Risk Management
Alourdes Sully (Chair)
Liza Aboud
Colleen Arnold
Anne Butler
Don Bowman
Andrew Escobar
Community Investment Committee
Gwen Beauchemin (Co-chair)
Samantha Ventresca (Co-Chair)
Andrew Escobar
Matthew Gamble
Services Strategy Committee
Don Bowman (Chair)
Gwen Beauchemin
Alourdes Sully
Michael Zahra
John Demco (Advisor)
Compensation and Review Committee (CRC)
Anne Butler (Chair)
Colleen Arnold
Jill Kowalchuk
John Demco (Advisor)
S. Alias, A. Eisner, M. Fares, J. Ferguson, J. Fulford, L. Gravel and T. O’Callaghan withdrew from the meeting.
8. In-Camera Session
The Board held an in-camera session.
9. Adjournment
There being no further business, on motion by M. Zahra and seconded by S. Ventresca, the meeting was concluded at 3:56 p.m.
