Canada Corporations Act, Part II · Special General Meeting Tuesday, May 13, 2014, 9:15am Room TBA...

1550 Kingston Rd., Suite 213 • Pickering, ON • L1V 1C3 • www.youthscience.ca • tel: 866.341.0040 • fax: 866.613-2542

April 13, 2014 Dear Youth Science Canada Member: I am pleased to make this package of material available to you in preparation for the Youth Science Canada Special General Meeting (SGM) of Members on Tuesday, May 13 in Windsor, Ontario. The items available for download with this letter are important, as you (or your designate) will be voting to elect by acclamation three nominees to the Board of Directors for a term of three years. Please review all the items in the SGM package. If you cannot attend in person, please submit your proxy by the date indicated. If you represent a Youth Science Canada-affiliated regional science fair, but are not attending CWSF 2014 yourself, please forward the materials to the Delegate who will be in Windsor. Voting membership for the May 2014 SGM closed on April 13, 2014. Please note that new or renewing members registering after that date are not eligible to vote at the Special General Meeting in Windsor. A list of eligible voting members will be available at the Youth Science Canada office at the University of Windsor during the Canada-Wide Science Fair. The Canada Corporations Act, Part II – the Act under which Youth Science Canada is currently incorporated – requires that the organization’s Annual General Meeting (AGM) be held no later than six months after the close of the fiscal year. For Youth Science Canada, this means before December 30. In accordance with this requirement, the 52nd AGM was held on Saturday November 30th, 2013 at the Youth Science Canada office in Pickering, Ontario. Because few Members are able to attend the AGM in person, the business of the AGM is restricted to that required by law – acceptance of the audited financial statements and appointment of the auditor. At the November meeting, the 2013 audited financial statements, which were sent to all Members in October, were accepted and the firm of Deloitte & Touche LLP was reappointed as auditor for the 2014 fiscal year. Youth Science Canada is required to conduct all other AGM-type business at a Special General Meeting of Members each year at the Canada-Wide Science Fair. Detailed information on the 2014 SGM is included with this letter – notice of meeting, agenda, proxy ballot, and information on the nominees for the Board of Directors. Thank you for your continued support of Youth Science Canada. If you are able to join us at the Canada-Wide Science Fair and the SGM in Windsor, I look forward to speaking with you. Sincerely,

Dr. Malcolm Butler Chair – Board of Director


Notice of Special General Meeting Notice is hereby given that a Special General Meeting of Members of Youth Science Canada – Sciences jeunesse Canada will be held in Room TBA at the University of Windsor, 401 Sunset Avenue in Windsor, Ontario on Tuesday, May 13, 2014 at 9:15am for the following purposes: 1. to receive reports; 2. to elect Directors for Youth Science Canada; 3. and to transact such further and other business as may be properly brought before the

meeting. I am pleased to make this package of material available to you in preparation for the Youth Science Canada Special General Meeting (SGM) of Members. Members who are unable to attend the meeting in person are requested to complete, date and sign the enclosed form of proxy and return it to Youth Science Canada. To be effective, the completed proxy must be received by email, fax or postal mail at Youth Science Canada before 5:00 pm, Wednesday, May 7, 2014 or delivered by hand to the Youth Science Canada office (University of Windsor) at the Canada-Wide Science Fair by 5:00 pm, Monday, May 12, 2014.

By order of the Board of Directors

Brad McCabe Executive Director


Agenda

Special General Meeting

Tuesday, May 13, 2014, 9:15am

Room TBA University of Windsor

401 Sunset Avenue Windsor, ON

1. Chair’s Welcome

2. Reports a. Scrutineer b. Chair (Board’s Progress and Achievement) c. Approval of Minutes (SGM May 2013) d. Treasurer – Financial e. Nominating Committee

3. Election of Officers

a. Review of Nominees b. Election by Acclamation

4. Board Service Recognition

5. Other Business

a. Members’ Feedback

6. Adjournment

Candidates for Election to the Board of Directors – 2014

Dear Member, In accordance with the bylaws, there are three elected Director positions available this year. The Nominating Committee is pleased to present three qualified candidates. The candidates below have met the criteria required for nomination. Each has provided the required information, including the information printed below. We thank each for their effort and commitment to date. A brief profile and statement from each nominee follows in alphabetical order by last name. The nominees were asked to respond to the following questions: 1. Why you are interested in running for the Board of Youth Science Canada? 2. Describe your experience (if any) on not-for-profit boards and what that experience has taught

you. 3. Describe your experience (if any) in those areas we are especially looking for in Candidates for the

upcoming term: business acumen, strategic planning, marketing, alliance building, financial documentation and fiduciary responsibility, and fundraising influence.

4. How you will provide necessary time for board service? 5. How will your membership on the Board assist Youth Science Canada in meeting its challenges? Malcolm Butler Dean of Science, Carleton University, Ottawa, Ontario Profile I have a long-standing interest in working with youth to excite them about science. From working with local schools and teachers, through partnerships with Nova Scotia Youth Experiences in Science (NS-YES) to my relationship now with Youth Science Canada, I have worked to help students experience the same excitement and fascination that drew me to a career as a physicist. Youth Science Canada (YSC) is at a crossroads. It is best known for the Canada-Wide Science Fair, but faces increasing competition in this area. Smarter Science is a tremendous success and growing, but a strategy needs to be in place to sustain that growth. YSC has a tremendous network of dedicated volunteers, partners, and alumni, but could do a much better job of working with this network. The Board and ED (both old and new) have committed themselves to a vision and strategy to ensure that YSC draws on its strengths, improves upon them, and builds to a future of new and sustained opportunities for youth to be involved with and excited by science. I’ve played a part in developing that strategy over the last three years, and would welcome the opportunity to support it for another term. Statement There are many organizations in Canada working to engage youth with Science and Technology. The challenge always is in ensuring a long-lasting impact of their activities on the youth involved particularly when the sole contact with a group of students is often a few hour workshop that is neither repeated nor followed up. I continue to want to be involved with Youth Science Canada precisely because of its ability to have a long and far-reaching impact. Through training teachers how to excite students about science through inquiry, to actively involving those students in asking questions and seeking answers through science fair projects. The Board is a place where I feel I can help provide some guidance and support to the organization as it works to achieve its ends.

Through my role as a professor and as a dean, I have served on a number of not-for-profit boards. Of particular relevance is my current involvement with the Board of YSC, but also my past experience with Nova Scotia Youth Experiences in Science. In both cases, the fact that these are truly volunteer boards has meant that to be a board member you must truly be committed to the organization. The expectations of your time are greater than those of other organizations which are larger, more heavily resourced, and boards are largely there for fiduciary governance but not vision. My work with the Atlantic Provinces Council on the Sciences (APICS, now Science Atlantic) was of a similar nature as it strove to increase the awareness of science research and education in the Atlantic Provinces. I have also had experience with sitting on the Board of Management at the TRIUMF National Laboratory and the Association of Canadian Universities for Research in Astronomy (ACURA). The latter two were much more fiduciary in their nature and the contrast of my involvement has helped me understand better the needs of an organization like Youth Science Canada. In all cases, however, the practical needs were similar. Common sense, an understanding of how finances should be managed, and how financial situations could be improved are all shared needs. My role as Dean of Science has meant that I manage large budgets in my own organization and also engage in fundraising and strategic planning. I am now working through developing a communications strategy for the Faculty of Science and am learning a great deal as to how to identify and prioritize the opportunities to raise awareness of an organization and its activities. There is no doubt that my role at the university also keeps me very busy, but I have been successful in making time to meet my obligations and responsibilities to Youth Science Canada over the past three years and expect that to continue should I be successful in seeking a second term. Much of that comes from planning and organization. Indeed, over this past year, I chaired the effort to recruit a new Executive Director which was a substantial time commitment and ultimately a successful one. I believe that I have contributed to Youth Science Canada through my role over the past three years, including being chair this past year. Be it strategic planning, working with other board members and the YSC staff on financial and other organizational matters, I think I have been committed and useful to Youth Science Canada, and will continue to be so over the next three years should you elect me a second term. Robert Thirsk Retired Astronaut, Orleans, Ontario Profile In 1996 I flew aboard the space shuttle Columbia with six international crewmates as part of the Life and Microgravity Spacelab Mission. This 17-day mission was devoted to the study of life and materials sciences. In 2009 I launched aboard a Russian Soyuz spacecraft to the International Space Station. As members of the ISS Expedition 20/21 crew, myself and my five crewmates performed multidisciplinary research, robotic operations and maintenance and repair work of Station systems and payloads. Upon return to Earth, I had lived and worked in space for another 188 days. I continue to be a strong promoter of a Canadian economy based upon exploration, innovation and advanced education. My multi-disciplinary and long-term involvement in science education in Canada may benefit Youth Science Canada by broadening its network. My personal brand and visibility as a champion of a national science culture and lifelong learning may help Youth Science Canada with its marketing and fundraising.

Statement I am interested in a Board position with Youth Science Canada. YSC’s goals to engage Canadian youth in science through inquiry, critical thinking and hands-on learning are well aligned with my vision for education. I have held several positions on not-for-profit boards (see Résumé). In my experience, the most successful organizations are those that have clearly stated missions, visions and values that are embraced by all stakeholders. Strong organizational leadership with attention to details is also important to create an organizational culture aligned with the strategy and to execute the strategic initiatives (a great challenge). I have led strategic planning for the Canadian Astronaut Office and for my portfolio within the Canadian Institutes of Health Research. Participation from a broad sector of employees and stakeholders in the development process created buy-in and aided the successful implementation of the strategies. Since I already have several professional and personal commitments, it will require thoughtful personal scheduling and organization to devote the necessary additional time for YSC board work. Flexibility by YSC in the scheduling of board meetings and timely distribution of materials prior to board meetings would be helpful. My multi-disciplinary and long-term involvement in science education in Canada may benefit Youth Science Canada by broadening its network. My personal brand and visibility as a champion of a national science culture and lifelong learning may help Youth Science Canada with its marketing and fundraising. Alison Thompson Executive Director, Canadian Geothermal Energy Association, Calgary, Alberta Profile I am honoured to be nominated for a Board role with Youth Science Canada. I have enjoyed a 20-year, diverse, science based career since graduating from university and have also spent the last decade applying my business and science skills to non-profit and for-profit boards. I, in part, credit my decision to enter the sciences (Chemical Engineering) on the experience I had via the Canada Wide Science Fair, and the supportive social network gained from my Honourable Mention appearance at the 1989 St. John’s Newfoundland fair Statement I believe I can contribute positively to the role of a Youth Science Canada board member based on the skills I have acquired throughout my career and the passion I have for science. As Chair of a Canada-wide non-profit, I also have proven visioning and strategic planning skills. Further, I believe that, currently, the Canadian government is not as focused as it needs to be on science and technology. Organizations like Youth Science Canada can help fill that gap. I have extensive non-profit and for-profit board experience, gained over the past decade in science-based organizations. This experience has enhanced my own board skills but as well as how I relate to others on the boards. My experience covers strategic planning, compensation and audit, fund-raising, marketing, and partnerships. My non-profit experience is listed: Board Member, International Geothermal Association, 2013 – 2016; Executive Committee Member, International Energy Agency (IEA): Geothermal Implementing Agreement, 2008 – Present; Board of Directors, Finance and Audit Committee Member, Petroleum Technology Alliance Canada (PTAC), 2007 – 2009; Chair, Co-Founder

and Executive Director, Canadian Geothermal Energy Association, 2007 – Present; and Co-Chair, Suncor United Way Campaign, 2004 and 2005. My Board experience covers all aspects of experience currently sought by Youth Science Canada (business acumen, strategic planning, marketing, alliance building, financial documentation, fiduciary responsibility and fundraising). I offer volunteer time to this role. I bring a passion for science and a wealth of board experience to this role which I anticipate will assist Youth Science Canada in meeting its challenges. Respectfully submitted, Dr. Jennifer Gerritsen On behalf of the 2014 Nominating Committee, Youth Science Canada Board of Directors: Jennifer Gerritsen (Chair), Brian Le, Brad McCabe, Len Reimer, David Wardlaw (Member-at-large)

Special General Meeting – May 14, 2013 Page 1 of 8

Youth Science Canada Special General Meeting

Tuesday, May 14, 2013 @ 2:15pm

Room PE250, University of Lethbridge Lethbridge, Alberta

DRAFT - MINUTES

Meeting called to order at 2:21pm by Len Reimer.

1. Chair’s Welcome – Len Reimer • Welcome and thank you for taking the time to be here. • For this meeting, Len Reimer will act as Chair, Jaymie Matthews as Board

Secretary, Lori Murray will take the minutes.

2. Reports Chair’s Report – Len Reimer • Congratulations to the Host Committee and volunteers here in Lethbridge

and in Alberta! • Hosting a CWSF is never a small task so it is great to be hear and see that

everything is ready. • You certainly did not keep this a secret. I have been asked by all sorts of

people if I knew the Fair was going to be Lethbridge because a relative or friend sharing the exciting news. Being a town so committed to welcoming and pitching in is wonderful. All the best!

• I thank all of you for being here. I know that getting the time and making the arrangements to attend is not easy and having been a Delegate several times, I know this is not a relaxing week for any of you.

• From the Board, congratulations to this year’s recipients of the Distinguished Service Award.

• A huge thanks to all of you! Being here represents a huge commitment on your part. You have had to reschedule many things. It is typical that each of you is a leader, likely both in your Region and in your career and each of you will have a stack of emails and tasks to do when you get back. Thank you for your commitment. I’ve been a delegate several times and I know your workload this week. Thank you.

• Thank you to the sponsoring companies, organizations, individuals and governments. We find that often these sponsors are as passionate about the activities of Youth Science Canada as are all of us. Without their generous support, we could not do the good things that engage us all. To all the sponsors a big thank you.

• Thank you NSFC and NJC, NEC and my colleagues on the Board


• We must recognize the amazing work done by Reni Barlow and Lori Murray in the YSC office, Liette Philippe our CWSF planner, Dominic Tremblay who coordinates SMARTS, delivers Smarter Science workshops in French and emcees the ceremonies this week, Mike Newnham the effervescent Smarter Science lead, and Eric Ma who is currently on parenthood leave.

• Thank Board for service. Before I introduce you, I need to explain to the Members what has happened this year.

• Last year you elected Dave Jaworsky to the Board. Unfortunately Dave’s employment changed and he found he could no longer serve on the Board and he reluctantly resigned.

• Before Dave’s resignation, we had made a commitment to include youth input in a significant way. We had asked the CWSF Ambassadors to provide suggestions on inclusion of youth and their ideas to the Board. Two Ambassadors, Vivian Pang and Elise Tessier, who are both at this CWSF in their Ambassador roll, were selected by the rest of that group and provided an excellent report to the Board. Vivian joined us for a very significant meeting where we began to consider how we will approach the future. Elise was invited but had not-to-be-missed exams that day.

• However, we were short one director and we decided that a person from the Youth would match our commitment. Last May a university student who is a fairly recent CWSF Alumni had actually run for the position of Director so we appointed Brian Le to the Board until the end of this year’s term.

• Introduce Board. I was reminded to describe the background of each Board member so you get a sense of the depth of experience this team brings. • Vice Chair – Anita Luszszak – from Calgary. Anita is a project lead for

Devon Petrochemicals and a great organizer. Anita is a CWSF Alumni Alumni.

• Secretary – Jaymie Matthews – Professor and Department Head of Astrophysics at UBC in Vancouver and coordinator of MOST the Canadian space telescope operated by the Canadian Space Agency. Jaymie is also a CWSF alumni.

• Appointed Treasurer – Mayur Gadhia – from Toronto. Mayur is a senior corporate Chartered Accountant for Price Waterhouse Coopers of Canada

• Malcolm Butler – Dean of Science at Carlton University in Ottawa and is a real live theoretical physicist

• Peter Calamai – from near Ottawa is now a free lance journalist involved with science items, a former Toronto Star columnist. When we first met Peter, he was proudly wearing his Gold Medal from the Canadian National Science Fair that preceded the Canada-Wide.


• Antoine Garwah – President of Science Timmins and former Chair of this Board of Directors. Antoine was also the Chair of the CWSF in Timmins.

• Jennifer Gerritsen – a medical doctor and is involved publishing. Jennifer is another CWSF alumni.

• Lorne Heslop – with a pharmaceutical degree, Lorne was a lead organizer with Agriculture Canada for several years. Lorne is the Chair of the Board of Youth Science Ontario and is now farming near Ottawa. Lorne is also a former Board Secretary and Chair of this Board.

• Brian Le – recently graduated with his Bachelor of Science. Brian is also a CWSF alumni.

• I live near Vancouver and am a retired science teacher, school principal and UBC science education lecturer. I now edit and write books ... or try to.

• Thank you Board. • I am sure you are often asked if all the time and effort each of us put into

this role is worth it. Recently I was able to explain what this whole venture is about. I was able to talk about the amazing ripple effect that happens as we engage in this exercise of inspiring and showcasing excellence; the connections and career long networks that are made and shared. That ideas that would have been just fleeting moments of thought are highlighted and provide the catalyst for university entrance, for academic focus and for whole careers. There are young people who have a voice, who have a forum for their ideas, who are recognized for their ability in a social setting that often ignores or tries to repress invention, dedication, the maths and the sciences. Collectively, we provide that opportunity and we are connecting the people who will make a difference now and in the future. Collectively we engage in the celebration of excellence, of dedication and of commitment. The webs created through this exercise are amazing and the number of people who are supported, who are touched and who are inspired is incredible. Let us never forget that together we are making a difference. Thank you.

• In the same conversation, I was asked how much I was paid for taking on this role. So if you did not know, all directors are all volunteers just like you.

• This is a very significant year for Youth Science Canada for several reasons. • We did meet and set in motion a set of strategic imperatives that match

the mission statement goals. Reni and the staff have been very involved in taking the ideas and giving them flesh. It has been and continues to be an exciting exercise.

• We are excited to see the continued growth of Smarter Science which now has a footprint in a number of provinces, the support provided by the SMARTS network. Schools are kept informed and involved through “Invent the Future” and Canada is reminded of the contributions of youth in


science through Science Month. And of course our highlight program is happening right now at the Canada-Wide Science Fair.

• At the Annual General Meeting in December, I did announce that Reni will be retiring from the position of Executive Director although the exact date has not been established. We are well aware that the foundation of this organization is the volunteers; the backbone is the Regions and the goal is to get every student in Canada engaged in critical thinking through science.

• We encourage involvement in science and critical thinking and seek to identify and acknowledge science excellent among the youth in Canada. It is good to know that science is being recognized for adults as well.

• Bayer Canada has established an award to recognize significant contributions of Canadians. It is good to see contributions to science being recognized. Among this year’s recipients are Roberta Bondar from the Canadian Space Agency and NASA (and a CWSF alumni), David Suzuki on behalf of the Suzuki Foundation and other notable Canadians exhibiting excellence and accomplishment. Included in that set of scientists was the award for Innovation in Science. This was presented to our very own Reni Barlow! Reni has been a teacher-sponsor, a Delegate, a Member of the National Science Fair Committee, a Member of the Board of Directors and for over a decade as Executive Director. This event reflects the inspiration and ideas that Reni has brought to the Youth of Canada and all of us. We have all been the beneficiary of the incredible hard work, commitment and inspiration of Reni Barlow. Reni you can be very proud that you have made a huge contribution for all Canadians. Standing ovation!!

3. Scrutineer’s Report – Elaine Ma

• There are: o 109 Members present o 6 represented by proxy o 115 total Members present

• 15 voting members present in person or by proxy must be in attendance for quorum.

• Therefore, quorum is present to conduct the business of the Special General Meeting.

Minutes of the SGM May 2012 • All members received minutes by email, copies available at meeting. • Any changes or omissions? None forthcoming

MOTION: That the minutes of the 2012 Special General Meeting of members be approved as presented. o Moved: Scott Berry, Quinte o 2nd: Andrew Hodgson, Durham

CARRIED


4. Treasurer’s Report – Mayur Gadhia

Financial Review Process • Deloitte & Touche (D&T) audited the financial statements prepared by

management for the year ended June 30, 2012. • The audit report was dated November 12, 2012.

o qualified audit opinion on the financial statements (common for NPOs)

o no major issues noted o there was only one item unadjusted for about $14K o expressed their appreciation for management and the overall audit

process 2012 Financial Statements • Statement of financial position:

o Current assets decreased to $354K from $1.2M. o Capital assets decreased to $119K (from $131K) mainly due to

amortization. o Deferred revenue decreased to $123K (from $1.2M) mainly due to

recognition of Ontario MRI funds. o No other significant changes.

• Statement of operations:

o Revenues decreased by $443K due to lower sponsorship and donations.

o Expenses decreased by $375K. o There is continuing focus on statement of operations due to difficult

sponsorship environment. 2013 Operating Budget • In the fall 2012, Management prepared and presented 2013 operating

budget to the Board – revenues and expenses budgeted at around $2.4M (versus $2.9M in previous year) which was reduced to $2.3M in March 2013.

• Management working hard in light of difficult times: o Scaling back certain discretionary expenses related to CWSF. o Rasied new sources of funds (RIM, Mircosoft). o Continuing to focus on fundraising and looking for new ways to raise

money. We are very confident that this will be successful. Financial statement were already accepted at the Annual General Meeting on December 8, 2012. Any questions? None forthcoming Thank you.

5. Nominating Committee Report – Malcolm Butler

• The nominating committee for 2013 consisted of Anita Luszszak, Jennifer Gerritsen, Reni Barlow, Nancy Krakar-Hermans from the Niagara Region as Member-at-large and Malcolm Butler as chair.


• As per the Bylaws, three Board Members (Peter Calamai, Antoine Garwah and Lorne Heslop) were finishing their current three-year terms. One member (Brian Le) had been appointed to the Board following the resignation of Dave Jaworsky, and that appointment was also finishing. In accordance with the By-laws, Antoine Garwah and Lorne Heslop were completing second successive terms and were thus not eligible to run again. Peter Calamai was completing his first term and was eligible for re-election at the Special General Meeting of 2013. However, the Nominating Committee was informed by Peter that he had chosen not to be considered for re-election at the Special General Meeting of 2013.

• This charged the Nominating Committee to identify sufficient new persons to enable the election of three new Board Members. It was decided not to fill the slot left vacant by Dave Jaworsky through election, as that would have distorted the election cycle of replacing/renewing three board positions per year. There was a mandate to consider appointing a youth representative should one not be elected at the Special General Meeting of 2013.

• The nominating committee submitted the updated nomination letter and package for distribution in late January of 2013.

• The nominating committee would like to thank the Youth Science Canada office for sending out the link to the 2013 nominating package. Special attention was paid to recruiting youth nominees, and to that end CWSF alumni were contacted to consider standing for the Board.

• The Nominating Committee received nominations for four persons to stand for election: Ross Haley, Brian Le, Gorick Ng, and Jamie Parsons. They were informed that their short biographies would be distributed to the membership, and they were presented the opportunity to speak to the membership for two minutes at the Special General Meeting in 2013. Two nominees could not attend, but one elected to submit their presentation electronically. The other was presented with this same opportunity, but chose to let their biography speak for itself.

ACTION: Nominees are not obliged to attend the SGM, and it is apparent that attendance and presentation does have an impact. In order to ensure a fair process, this step should be reviewed and options to discuss an even presentation of nominees to the membership for election.

ACTION: The Board lacks private-sector representation, and the current nomination process does not lend itself to easy identification of nominees from this sector who would be engaged with, and passionate about, Youth Science Canada. The Board is encouraged to charge the nominating committee in September 2013 to begin the process of identifying nominees early, specifically nominees from under-represented sectors of strategic importance to the organization.

6. Election of Officers – Malcolm Butler • 4 nominees for 3 positions.

o Ross Haley (did not send in a video presentation) o Brian Le


o Gorick Ng (sent in a video presentation) o Jamie Parsons

• Nominees each gave a brief presentation to members. • Ballots were filled out and put into the sealed box and taken away to be

counted.

7. MOTION: Revision of Bylaws – Len Reimer Driven by the new Federal Not-for-Profit Corporations Act. Reni did a lot of work preparing the Bylaws. They went to a lawyer who compared the requirements of the new act with the existing bylaws and suggested most of the changes you see. It then went to the Board and a Board Committee of Lorne Heslop, Brian Le and myself. We examined all the bylaws and the suggested changes, the Board has authorized this package for your approval. Reni has included a summary of the major changes. One note: regarding membership and voting, the end result would actually be exactly what we have now. This motion has been previously moved by Lorne Heslop and seconded by Brian Le, are there any questions? None forcoming CARRIED

8. Board Service Recognition – Len Reimer

• Peter, Lorne, Antoine and Brian. To those that are running for a spot on the Board this year, you have very big shoes to fill.

• Brian Le. Thank for jumping in and filling the vacant spot. • Peter Calamai. Peter’s career had him being a journalist for the Toronto

Star and is he ever good at getting to the foundation of any issue! I have great respect for Peter. There is not a job he committed to doing that he has not done with excellence and on time. He has a science background and has proudly sported his Gold Medal from his national science fair which evolved shortly after into the Canada-Wide Science Fair. Beside his sharp and wry sense of humor, he brings a different insight and is never shy about asking difficult and uncomfortable questions which have helped reveal new ideas and directions. We all have learned a lot from him. Peter we will miss you on the Board.

• For several years, Youth Science Canada has had the calm, determined wisdom of Antoine Garwah. Antoine is the President of Science Timmins, former Chair of the CWSF in Timmins and former Chair of the Board of YSC. Our bylaws dictate that Antoine may not run again this year and so we say good-bye to a man of wisdom and commitment. He has been a great contributor and advisor. Antoine, thank you.

• The bylaws also dictate that Lorne Heslop will be leaving the Board this year. Lorne has been a force within Youth Science Canada from his years


on the Board of Directors more than a few as Chair. Lorne has worked incredibly hard this past year as he has always done. Through his children he knows how this organization can change lives and he brings that passion and commitment to every meeting. Lorne, thank you.

• Plaque presented each to Peter, Antoine and Lorne.

9. Election of Officers – Malcolm Butler • Election: Votes were cast and ballots were counted. The new Board of

Director members are: o Brian Le o Jamie Parsons o Gorick Ng

MOTION: To destroy the ballots.

o Moved: Peter Calamai, YSC Board of Directors o 2nd: Elaine Ma, Frontenac, Lennox & Addington

CARRIED

10. Other Business – Len Reimer • None forthcoming

11. Adjournment – Len Reimer

MOTION: To adjourn the 2013 Special General Meeting of Members. o Moved: Reni Barlow, YSC Executive Director o Adjourned - 3:17pm


52nd ANNUAL GENERAL MEETING OF MEMBERS YOUTH SCIENCE CANADA

1. Welcome/Opening Remarks

The Chair, Malcolm Butler welcomed everyone to the 52nd Annual General Meeting, including Brian Le, Jamie Parsons, Gorick Ng, Anita Luszszak, Len Reimer, Carole Charlebois, Roland Grand-Maison, Patti Leigh, and Anne-Marie Simard & Arooj Hayat from Greater Vancouver, who joined by conference call. In the Youth Science Canada offices was Lori Murray.

Malcolm announced that he would be Chairing the meeting today and Lori Murray will record the minutes and act as the Scrutineer.

2. Report of the Scrutineer

Lori Murray, acting as Scrutineer, tabled a report that twenty-one (21) Members were present in person/on the phone with eleven (11) Members represented by proxy for a total of thirty-two (32) Members eligible to vote. Lori reported that the necessary quorum of 15 required for conducting the business of the Annual General Meeting was in place.

3. Approval of the Minutes of the 51st Annual General Meeting of Members The Chair asked if there were any questions about or amendments to the minutes. No changes were forthcoming. The Chair asked for approval of the following motion:

By Anita Luszszak: THAT THE MINUTES OF THE 51st ANNUAL MEETING OF MEMBERS BE APPROVED

AS PRESENTED.

2nd: Len Reimer CARRIED

4. Chair, Board of Director’s Report

Hello and welcome once again to everyone on the line and in the office of Youth Science Canada. Youth Science Canada continues to focus on its key vision of youth engagement in science in Canada. It is the source of the organization’s strength and the foundation for its future. The strength is garnered from the vast team of volunteers across Canada who make sure the opportunities exist for youth throughout Canada, regardless of size or resources. Be it specific events, Regional Fairs, or bringing students to the inspiring event that is the CWSF, volunteers are the backbone of Youth Science Canada and we cannot thank those involved enough. Once again, we saw that in evidence in Lethbridge at the 2013 CWSF. It was a tremendous fair, introducing the new backboard system and elevating the feel of the fair to

Minutes – AGM November 30, 2013 Youth Science Canada / Sciences jeunesse Canada – Page 2 of 5

a truly professional level. We have many cities lining up to host the fair in future years, building on the success of this and past fairs. We mentioned last year the desire and commitment to have youth representation on the Board. At the Board elections in Lethbridge, this desire was more than met with the election of not one, but two youth alumni to the Board. Brian Le, who was a one-year appointment in 2012/13, was elected to a three-year term along with Gorick Ng. Both Brian and Gorick have broad a fresh perspective to the Board and their enthusiasm has been welcome. Jamie Parsons also joined the board, bringing his experience as a volunteer and member of the NSFC to the board. Welcome again to all. As we all know, Youth Science Canada is a big organization with a very small staff – just 2 full-time members and three primary contractors. We are repeatedly grateful to Lori Murray for so much, be it answering questions, organizing activities, or simply being there with her passion and commitment to the organization. Our contractors include Mike Newnham (recently retired from his permanent staff position where he led the development of Smarter Science) and Dominic Tremblay (perhaps best known as the smooth and debonaire emcee at the CWSF award ceremonies) who together deliver SmarterScience/ Éducasciences, for teachers of students in both official languages across the country. Liette Philippe from Ottawa is our hard working CWSF Coordinator and CWSF Travel Coordinator. I have had a chance to chat and spend time with each, and their passion and enthusiasm for their work with YSC is truly inspiring. For over a decade, Youth Science Canada was led by the tireless and creative efforts of Reni Barlow. As we all know, Reni worked tirelessly for the youth of Canada and has helped create the strong and respected body that is Youth Science Canada. As most of you know, Reni has retired – nominally on November 14th, but officially as of today. We cannot sufficiently express our gratitude for all Reni has done. We have invited him to be a guest of YSC at the 2014 CWSF in Windsor and look forward to the opportunity there to thank him properly for all his contributions. And, as we announced recently, Brad McCabe will be joining YSC as the new Executive Director effective December 9th, 2013. We are excited to welcome Brad on board. He had a chance to meet the staff two weeks ago, and we are all excited to be bringing him on board. Brad brings significant strengths in both fundraising and communication/relations to the board. I know he is very keen to meet the membership face-to-face in Windsor. The Board of Directors meets regularly by Lync and communicates through the Youth Science Canada hub, as well as exchanging many emails. We do meet in person, particularly in this past year to work through the implementation of the strategic imperatives and the succession planning for the ED. The meeting at the CWSF is the highlight, mainly because it presents us with a chance to meet with the staff, volunteers and participants all together in one place – an energizing reminder of the depth and breadth of commitment to youth that is Youth Science Canada. There are many committees, documents and decisions that involve the Board, particularly this past year. I wish to thank the Board of Directors, the other Board members are: · Anita Luszszak, Vice-Chair from Calgary, Alberta; · Brian Le from Vancouver, BC;


· Gorick Ng from Cambridge, MA · Jaymie Matthews, from Vancouver, BC · Jamie Parsons, from St. John’s, Nfld · Jennifer Gerritsen, Board Secretary, from Calgary, Alberta · Len Reimer from near Vancouver, BC · Mayur Gadhia, Treasurer, from Toronto, Ontario Together, the Board, staff, members, volunteers, teachers and students, we have an exceptional team. Thank you to everyone and may we work together to continue to build an even stronger future.

5. Executive Director’s Report Chair presented Executive Director’s Report: YSC is now one year into the implementation of the Strategic Imperatives, which were recently updated by the Board. In moving toward the Practical Vision, we have made a number of significant achievements: 1. Succession and Organization Structure

Imagine Canada -‐ identified a few gaps in policy and procedures -‐ new policy developed and deficiencies addressed -‐ accreditation announced by Imagine Canada on June 18

2. Revenue Growth Strategy and Long Term Financial Plan (LTFP)

-‐ 2013 was a challenging year o sponsorship revenues declined slightly; expenses increased o staff reduction by 1 (Mike Newnham retired in August)

-‐ BlackBerry partnership confirmed for 2014 -‐ Microsoft partnership continues -‐ LTFP developed as part of strategic plan -‐ work with T1 Partnership Marketing intensified

o strong prospects in pipeline 3. Alumni Strategy/Roadmap

-‐ presented first Microsoft Alumni Award at CWSF 2013 to Ben Gulak -‐ continue to explore strategies

4. CWSF Roadmap

-‐ continue to build on YSC’s leading role in the event to create a world-class experience for participants, sponsors and host community

-‐ new CWSF Display System launched in Lethbridge reflects this direction -‐ applications received through 2017 – continue to examine rotation options

5. Communication and Brand Strategy

-‐ CWSF branding/signage updated and energized -‐ Web site improvements

o Invent the Future and Youth Science Month sites eliminated


§ activities to be featured on YSC site in fall and spring o CWSF site redesigned – launch by January o Science Fairs site redesigned – launch by January o update Content Management System to Drupal 7 – by January

6. Smarter Science Roadmap

-‐ transition from startup to sustainability – financial and business process -‐ new certified trainer structure - revenue from teacher kit sales from YSC -‐ Agency Agreement signed with Science Fair Foundation BC to be “an official

contact” in BC -‐ workshops and resources streamlined and consolidated -‐ resource development continues -‐ controlled growth continues

o strong activity in BC, AB, ON o in discussion with NB, QC, NL

7. Regional/Feeder Strategy Implementation

-‐ regional survey completed and results identify opportunities to enhance YSC brand and services for regional affiliates in 2014: o enhance communication/collaboration and timely access to resources through

even better use of information technology o establish regional fair standards to ensure science fairs are a quality experience o explore value of common promotional materials o improved services – insurance, including liability & D&O

All in all 2013 was a good year and looking forward to 2014. Question from Patti Leigh: What is the content management system? Answer: Drupal 7

6. Financial Report

Treasurer, Mayur Gadhia is travelling today so the Chair presented a report on the audited financial statements: Financial Report • Deloitte audited the financial statements for the year-end June 30, 2013 prepared by

management • The Board received and reviewed the draft financial statements on October 26

o Deloitte provided an qualified audit opinion on the financial statements consistent with what many other charitable organization are provided.

o This is the year of implementation of new accounting standards, so there are three balance sheets this year only (back to two in future years).

o Deloitte expressed their appreciation for management and the overall audit process

• 2013 financial statements: o Statement of financial position:


§ Cash balance and investment and investment increase ($147K to $379K) is due to the fact that Lethbridge had not yet invoiced for their expenses (buried in Accounts payable)

o Statement of operations: § Revenues decreased substantially ($3.2M to $2.0M) largely due to

expiration of MRI grant § Expenses were reduced by approximately $450K ($2.8M to $2.3M) in

some compensation. § There was a significant redistribution of expenses as a result of the MRI

grant expiration (see additional notes) § The result is a deficit of $328K compared to a surplus of $414K in 2012. § Part of a recurring cycle – need to break this.

Appointment of Auditor’s • Management and the Board are pleased with the auditors and recommend that Deloitte

be reappointed auditors for FY2014. Accept FY2013 Financial Statements The Chair asked for approval of the following motion:

By Jamie Parsons: THAT THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30,

2013 BE ACCEPTED.

2nd: Len Reimer CARRIED

7. Appointment of Auditors

The Chair asked for approval of the following motion:

By Anita Luszszak: THAT THE FIRM OF DELOITTE BE REAPPOINTED AS AUDITOR FOR THE 2014

FISCAL YEAR.

2nd: Roland Grand’Maison CARRIED

Malcolm thanked everyone for joining the AGM today and wished everyone a wonderful holiday season and see you in Windsor CWSF2014.

8. Adjournment

Patti Leigh made the following motion:

THAT THE 52nd ANNUAL GENERAL MEETING OF MEMBERS BE ADJOURNED.

The meeting was adjourned at 10:32am.

Special General Meeting – Tuesday, May 13th, 2014

If you are unable to attend the Special General Meeting but would like to vote in the Board of Directors election, please return this proxy to arrive no later than Wednesday, May 7, 2014. TO SUBMIT THIS PROXY BALLOT YOU MAY:

1) SAVE and SEND it as an email attachment to: [email protected], OR

2) PRINT and FAX it to: 866-613-2542; OR

3) PRINT and MAIL it to: Youth Science Canada, 213-1550 Kingston Road, Pickering, ON L1V 1C3

Alternatively, it may be hand-delivered to the Youth Science Canada office at the Canada-Wide Science Fair – University of Windsor – by 5:00 p.m. Monday, May 12th, 2014.

PROXY

The undersigned hereby appoints: ❏ Malcolm Butler – Chair ❏ ___________________________________________________________________

(Name of Member of Youth Science Canada who will be in attendance at the Special General Meeting of Members) as proxy, with full power as substitution, to attend, act and vote for and on behalf of the undersigned, in the manner, to the same extent and with the same authority as could be exercised by the undersigned if the undersigned attended such meeting personally, at the Special General Meeting of Members of Youth Science Canada to be held on Tuesday, May 13, 2014 at 9:15 a.m. EDT or at any adjournment thereof. Name: _________________________________________________________________ Region/Organization (Affiliate Members only): _________________________________________________

Date: _________________________ Signature: ___________________________

ELECTION: BOARD OF DIRECTORS Resolved, That the following Members: Malcolm Butler, Robert Thirsk and Alison Thompson be elected to the Board of Directors by acclamation.

YES NO

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