Draft Minutes AGM 2012

Annual General Meeting – Minutes 12:00 pm – 2:30 pm, March 29, 2012 Holiday Inn, St. John’s Fiscal Year 2010 / 2011

The Annual General Meeting of the Newfoundland and Labrador Environmental Industry Association (NEIA) was held on Thursday, March 29, 2012 in the Conception Bay Rooms of the Holiday Inn, St. John’s.

NEIA’s Executive Director, Linda Bartlett welcomed everyone and called upon Frank Ricketts to chair the meeting.

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Call to Order (Frank Ricketts, Associate Director, NEIA Board of Directors) Frank Ricketts called the meeting to order at 1:00 p.m. Directors at the meeting were introduced. Those attending were: Associate Member, Frank Ricketts, (Nalcor Energy), Full Member, Andrea Lundrigan (AMEC Environment and Infrastructure), Full Member, Don Drew (Newco Metals). Regrets: Full Member and Acting Chair, Susan Sherk, (AMEC Environment and Infrastructure), Full Member, Dale Decker (Submariner North Atlantic); Full Member, Perry Trimper (Stantec); (two board positions vacant).

Kieran Hanley would serve as secretary for the meeting.

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Approval of 2011 Meeting Minutes Frank Ricketts called for a motion to approve the 2011 minutes.

Moved by: Andrea Lundrigan (AMEC Environment and Infrastructure) Seconded by: Don Drew (Newco Metals) Motion Passed.

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Adoption of Agenda Frank Ricketts called for a motion to approve the agenda for the 2012 AGM. Moved by: Ken Dominie (BAE Newplan / SNC Lavalin) Seconded by: Lee Parmiter (EnviroMed) Motion Passed.

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Chair’s Report Frank Ricketts presented the Chair’s Report on behalf of Acting Chair, Susan Sherk.

The report first outlined the Board’s objectives to widen the scope of NEIA’s membership through changes in its bylaws it hopes to achieve today.

Second, the report revealed that NEIA is in the process of creating a strategic development plan to provide the organization with a clear and focused agenda for the next few years. This plan will include consultation with NEIA membership through focus groups and surveys.

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Annual General Meeting – Minutes 12:00 pm – 2:30 pm, March 29, 2012 Holiday Inn, St. John’s Fiscal Year 2010 / 2011

Third, the report reviewed in broad scope the organization’s activities and achievements during the 2010 / 2011 fiscal year.

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Annual Report Linda Bartlett, Executive Director, gave a more detailed report of NEIA activities during the 2010 / 2011 fiscal year.

The report highlighted the development and success of new marketing initiatives in the form of a new NEIA website and a weekly electronic newsletter. She noted an increase in distribution of 100% over the previous year.

The report also reviewed the various events, organized by NEIA staff, noting that it has been a banner year for NEIA activities in terms of frequency, attendance, and media coverage. Such events included Booming Labrador; Everything you Wanted to Know About the Environmental Assessment Process; Lower Churchill Project Presentation by Gilbert Bennett, VP of Nalcor Energy; Let’s Talk Exports with Senior Economist, Peter Hall; four Hazardous Waste Operations and Emergency Response Courses; a number of smaller boardroom sessions on such topics as new markets, employee retention, career services, new technologies; networking events such as the annual golf tournament and the Christmas social).

The Executive Director noted the importance of honouring those who have gone before us and building on their legacy. With that intent, NEIA’s annual golf tournament is now dedicated to Charlie Riggs, a former Executive Director, and this year NEIA donated more than $2,000 to a scholarship fund set up by AMEC, at Memorial University, in his name.

Also highlighted in the report are the various partnerships NEIA formed during the fiscal year, including the introduction of a new co-op option in the environmental science graduate program at Memorial University. Through this MUN/NEIA initiative, job placements will start in April 2012 and there will be a crop of potential employees for NEIA businesses.

She noted that where possible, NEIA continues to leverage its resources. She referenced a number of other partnerships such as waste and water collaborations with Memorial University and presentations given to such varied groups as the Hebron Commission, the East Coast Trail Association and other Canadian environmental industry associations. She noted that NEIA’s membership is diversifying which brings new ideas and perspectives.

She also noted that as an industry association there is terrific potential for NEIA to grow; to support good policy development and to better serve its members. She also noted that NEIA has a small staff contingent and a diverse membership, so it cannot be all things to all people. It has to stay focused and it has to build a solid foundation. As the organization develops it can undertake more initiatives. All of the initiatives that NEIA organized or participated in over the past year were carried out by NEIA’s tiny staff contingent

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Annual General Meeting – Minutes 12:00 pm – 2:30 pm, March 29, 2012 Holiday Inn, St. John’s Fiscal Year 2010 / 2011

(2-3 people).

The Executive Director noted that ACOA has been very supportive but NEIA must move away from reliance on government-related funding, and look to become a self-sustainable organization.

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Financial Statements Review and Report Frank Ricketts called upon Bill McGettigan from BDO Canada to give a report on the audited financial statements. Leroy Metcalfe (Sikumiut) questioned ACOA’s support. The Executive Director noted that ACOA monetary support has been almost identical over the past two years. NEIA’s revenue appears higher in the financial statements because ACOA funding is carried over from one year to the next. Also NEIA held four Hazwoper programs within a one year period, driving up revenue.

Approval of Financial Statements Frank Ricketts asked for a motion to approve the financial statements.

Moved by: Don Drew (Newco Metals) Seconded by: Glen Sharpe (Abydoz Environmental) Motion Carried.

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Ratification and Approval of the Actions of the Directors Frank Ricketts asked for a motion to approve BOD actions.

Moved by: Dave Robbins (AMEC Environment and Infrastructure) Seconded by: Lee Shinkle (Stantec) Motion Carried.

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Appointment of Auditors for Next Fiscal Year Frank Ricketts asked for a motion to have BDO Canada continue as auditors for the next fiscal year.

Moved by: Don Drew (Newco Metals) Seconded by: Andrea Lundrigan (AMEC Environment and Infrastructure) Motion Carried.

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Introduction and Discussion of Proposed Bylaw Amendments Frank Ricketts introduced and explained the intent and framework of the proposed amendments to NEIA’s bylaws. The primary change to the bylaws focused on collapsing NEIA‘s voting membership categories into one; the rationale being:

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Annual General Meeting – Minutes 12:00 pm – 2:30 pm, March 29, 2012 Holiday Inn, St. John’s Fiscal Year 2010 / 2011

environmental industry is growing; bylaw change allows NEIA to broaden its scope helps solve challenge of filling Board positions encourages membership growth necessary to sustain financial viability Other changes to the bylaws included: Elimination of an Executive Committee: Board elects its chair, vice-chair and treasurer at beginning of Board year.

Move to a Policy Board: Board has oversight role; management’s role is operational Committees of the Board mirror board responsibilities There were several questions from the floor related to policy, financial direction, governance processes and structures and member engagement. The Executive Director and Vice Chair responded thoughtfully to all questions. In addition, the Executive Director brought up the issue of NEIA’s media profile. She noted that although some members have indicated that they would like for NEIA be more vocal in the media, NEIA has had more media coverage this year than any year previously. She elaborated that NEIA’s membership is very broad and it is extremely important for an Executive Director to be very well versed on any policy issue before speaking publicly. This requires thorough policy analyses and direction from the board on policy that it deems a priority. That is why most of the media coverage to date has intentionally centered on events. It keeps NEIA in the media and it allows an Executive Director (with 1-2 staff) to have thoughtful commentary without relying on the research of a Policy Analyst.

Frank Ricketts asked for a motion to adopt the bylaw amendments subject to review for grammatical accuracy. (Grammar errors were noted by Chris Palmer, Connections Research).

Moved by: Glen Sharpe (Abydoz Environmental) Seconded by: Colleen O’Toole (Connections Research) Motion Carried (14 for, 1 against).

10 Election of Directors Andrea Lundrigan, outgoing Director, chaired the election.

Director Election - 5 Positions Available Andrea Lundrigan introduced the seven candidates who put their names forward for the 5 available positions – Patrick Browne, (EnviroMed), Stephanie Curran, (Worley Parsons), David Fay, (Fay Environmental), Kaylen Hill, (Altius Minerals), Deidre Puddister (Pennecon Ltd.), Frank

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Annual General Meeting – Minutes 12:00 pm – 2:30 pm, March 29, 2012 Holiday Inn, St. John’s Fiscal Year 2010 / 2011

Ricketts (Nalcor Energy), and Gerry Skinner (Labrador Coastal Equipment Ltd. / Newfound Energies Windspot Canada Inc.) Stephanie Curran, David Fay, Kaylen Hill, Deidre Puddister, and Frank Ricketts were elected.

11 New Business Glen Sharpe (Abydoz Environmental) suggests that NEIA membership have the opportunity to meet informally with the Board of Directors to give their ideas on direction and policy within the first 3 months of the calendar year. Frank Ricketts noted that the Board, once it meets, will address this idea. (No motion).

Lee Parmiter (EnviroMed) asks if the AGM package materials were distributed online ahead of time before the AGM. Some elements were distributed, others were not. The Executive Director suggests that in the future all materials should be distributed online before an AGM. (No motion).

Dave Robbins (AMEC) suggests that the board look at providing public meeting minutes. (No motion).

12 NEIA Announcements Executive Director Linda Bartlett presented past NEIA President Debbie Hutchings (Benson Buffet) with a certificate of recognition for her contributions to NEIA and the environmental Industry. Andrea Lundrigan (AMEC Environment and Infrastructure) was presented with a certificate recognizing her contribution to the NEIA Board of Directors.

Linda Bartlett announced the upcoming NEIA event, Let’s Talk Exports, at the Sheraton Hotel, in May, and the opportunity for members to provide sponsorship for the Charlie Riggs Golf Tournament in August.

13 Closing Remarks and Adjournment Linda Bartlett announced that she is moving on from her position as NEIA’s Executive Director, thanking members and staff for their hard work and contributions.

Frank Ricketts thanked the attendees and adjourned the meeting.

Meeting adjourned: 2:25 pm

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