DRAFT Minutes - Institute of Chartered Accountants of BC

DRAFT Minutes
107 th ANNUAL GENERAL MEETING
June 20, 2012
3:30 pm
The Hyatt Regency Hotel, Vancouver, BC
Chair — Len Boggio, FCA
Present:
Bruce Anderson, Vancouver
Rosemary Anderson, Vancouver
Olin Anton, Vancouver
Vernon Bennington, Vancouver
Len Boggio, N. Vancouver
Lorne Bolton, Surrey
David Braithwaite, Nanaimo
Barbara Brink, W. Vancouver
Chuck Chandler, Victoria
David Chiang, Burnaby
Karen Christiansen, Kelowna
Don Coulter, Surrey
Bill Cox, Vancouver
Michael Doherty, Penticton
Gordon Dungate, Vancouver
Philip Foucher, Prince George
Ken Gelhorn, Richmond
Tom Gillespie, Vancouver
Rochelle Golumbia, Vancouver
Woody Hayes, Duncan
Sandy Hilton, Kelowna
Gordon Holloway, Abbotsford
Ron Johnston, Vancouver
Jennifer Jones, Vancouver
Elaine Kam, Vancouver
Joann Khor, Vancouver
Stella Lam-Leung, Vancouver
Stella Y.L. Leung, White Rock
Dan Little, Duncan
Michael Macdonell, Victoria
John Mackenzie, Vancouver
Inderpreet Mand, Vancouver
Bruce Maranda, Burnaby
Roger Merkosky, Vancouver
James Midgley, Burnaby
Gary Miller, Vancouver
Sheila Nelson, Prince George
Peter Norwood, Richmond
Sandy Parcher, Richmond
Peter Posnikoff, Vancouver
Richard Rees, Vancouver
Peter W. Roberts, W. Vancouver
Jan Sampson, Vancouver
Ben Sander, Dawson Creek
Dong Hyun Shim, Vancouver
Allen Soltan, Vancouver
J. Bradley Stafford, Vancouver
Chris Utley, White Rock
Catherine Wei, N. Vancouver
Marlyn Won, Vancouver
Les Ziegler, Surrey
Greater Vancouver – 37; Out of Vancouver – 11
Non-members – 3 (1 public representative)
Public Practice Practitioner/Partner – 19; Management/Consulting – 1; Business/Industry – 4; Government – 1;
Education – 2; Other – 17; Retired – 4
A complete transcript was made of this meeting and is available from the Manager, Executive Office, for members
wishing to read it. It may not, however, be taken from the Institute offices.
1. Call to Order
A quorum being present, the Chair, Len Boggio, called the 107 th Annual General Meeting (AGM) of the
Institute of Chartered Accountants of BC (ICABC) to order at 3:30 pm. and welcomed members and
visitors.
It was noted that, in accordance with the ICABC’s bylaws, the meeting material for the AGM was made
available to all members through the ICABC’s website, including the Annual Report and the March 31,
2012 audited financial statements. In addition, the May 2012 all-member mailing included a summary of
the Notice of Motions, a message from the President and CEO, instructions on how to access the AGM
material from the web site and advised members that meeting packages were available upon request
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from the Institute.
Introductions of those seated at the head table were made, members were asked to register any proxies
not already registered, and members were reminded to clearly identify themselves prior to speaking.
2. Notice of Meeting
Moved and seconded, that the reading of the Notice of Meeting be waived. CARRIED.
3. The Membership
It was noted that the Institute now had 11,146 members and 1,874 students.
All members who had joined the ICABC in the past year were asked to stand, and give their names. No
new members were recognized.
It was also noted that since the 2011 Annual General Meeting, the Institute had been notified of the
deaths of 45 members. Members were advised that a handout was available listing those members who
had passed away should they wish to pick one up.
4. Appointment of Scrutineers
Moved and seconded that the firm of Wolrige Mahon LLP be appointed as scrutineers for the
2012/2013 Council election and Annual General Meeting and that Peter Posnikoff, CA be appointed as
Chief Scrutineer. CARRIED.
5. Minutes of 106th Annual General Meeting held June 22, 2011
Moved and seconded that the minutes of the 106th Annual General Meeting held on June 22, 2011 be
approved as distributed. CARRIED.
6. President’s Report
It was noted that the President’s report, which was made available to all members on the website,
outlined the Institute’s activities for the year.
A brief overview of a number of issues Council addressed during the past year was provided including:
• The implementation of new standards and the development of new tools and programs to assist
members;
• The use of new enforcement mechanisms for non-compliance with Continuing Professional
Development (CPD) requirements, including suspension and cancellation of membership; and,
• Significant strategic efforts regarding unification, discipline transparency and growth of the
profession.
In addition to the issues addressed by Council, many of which will be ongoing, it was noted that 8 BC
Honour Roll graduates were recognized at the 2012 Convocation ceremony along with approximately
365 other new graduates plus families and colleagues.
The professional staff members were recognized for their support, dedication and commitment to the
profession. In addition, members were thanked for their part in making the year so significant. The
incoming Vice Presidents were wished the same success.
7. Financial Statements for the Year Ended March 31, 2012
The Treasurer noted that the audited financial statements of the ICABC, as well as a management
discussion and analysis, had been provided to all members on the AGM website, or on request by
contacting the ICABC. In addition, it was noted that the audited financial statements of the Benevolent
Fund were available upon request.
The auditors’ representative, William Cox, CA, from BDO Canada LLP, was recognized.
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Council’s responsibilities regarding the financial resources of the Institute were outlined, as was the role
of the Audit Committee.
A brief overview of the financial statements was provided following which it was noted that both the Audit
Committee and Council had approved the audited statements that were being presented for information
at the Annual General Meeting.
8. Appointment of Auditors for 2012/2013
Moved and seconded that BDO Canada LLP be appointed auditors of the ICABC and the Benevolent
Fund for the year commencing April 1, 2012, with fees to be approved by Council. CARRIED.
9. Notice of Motions – Amendments to the Rules of Professional Conduct
(The Notice of Motions package is attached to, and forms part of, the official minutes of the 2012 AGM,
retained at the ICABC office.)
B. Anderson, Chair of the Bylaws Committee, was introduced.
By way of background, it was noted that the amendments to the Bylaws and Rules of Professional
Conduct, as set out in the Notice of Motions, were approved by Council and were being presented to the
membership for confirmation. The members were advised that although a significant number of proxy
votes had been received, each resolution would be addressed separately to ensure that anyone wishing
to raise questions had an opportunity to do so.
After each motion was presented, the number of electronic votes and those directed by proxy were
announced.
Moved and seconded that the changes to Rules 303.1 and 303.2 as set out in the Notice of Motions
(additions underlined and deletions shown as strikeouts), which were approved by Council on February
15, 2012 to take effect immediately, in accordance with Section 8 of the Accountants (Chartered) Act, be
confirmed as presented.
CARRIED.
Moved and seconded that the changes to bylaws 100, 271, and 761 and the addition of new Bylaw
1035 as set out in the Notice of Motions (additions underlined and deletions shown as strikeouts), which
were approved by Council on March 28, 2012 to take effect immediately, in accordance with Section 8 of
the Accountants (Chartered) Act, be confirmed.
CARRIED.
Moved and seconded that the changes to Part 7 of the Bylaws and Bylaw 811 as set out in the Notice
of Motions (additions underlined and deletions shown as strikeouts), which were approved by Council on
February 15, 2012 to take effect after confirmation by membership be confirmed.
CARRIED.
The Bylaws Committee Chair and members were recognized for their work throughout the past year.
10. Election of 2012 - 2013 Council
It was noted that the Council of the BC Institute is comprised of 15 elected members and 3 public
representatives appointed by the provincial government.
Members were advised that this year, there were seven vacancies on Council to be filled by candidates
elected for two-year terms (in accordance with Bylaw Regulation 511/2). Members were also advised
that in order to maintain geographical representation, Bylaw Regulation 511/1 required that at least one
vacancy must be filled by a candidate from the Interior district and at least one vacancy must be filled by
a candidate from the Vancouver Island district. The remaining vacancies may be filled by candidates
anywhere in British Columbia.
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It was noted that as there is only one candidate nominated from the Vancouver Island district, that
candidate will be declared by acclamation; other minimum geographical representation requirements are
satisfied by incumbent members of Council serving the second year of their two year terms.
The Scrutineer’s Report was read and the following candidates were declared elected for two-year
terms:
• Karen Christiansen
• Sandy Hilton
• Mike Macdonell (by acclamation)
• Gary Miller
• Sheila Nelson
• Bradley Stafford
• Eric Watt
The newly elected Council members were congratulated and thanked for putting their names forward
and for their willingness to contribute to the work of the Institute on behalf of the membership.
Continuing Council members were also recognized as was John Crawford who had reached his term
limit on Council.
The 2012/2013 Council members were asked to gather for a brief inaugural meeting directly following
the conclusion of the Annual General Meeting.
11. Other Business
No other issues were raised.
12. Conclusion
There being no further business, the meeting, on a motion moved, seconded and carried,
was concluded at 4:00 p.m.
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