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On behalf of the board of directors (the “Board”) of Climbing Escalade Canada (the “CEC”), we invite you to attend our annual general meeting (the “Meeting”) of Members held via live webcast online at https://us02web.zoom.us/j/82382293197?pwd=Nkg4WlE0TmdPR01EL0tFSnh5Z3pnUT09 at 10:00 a.m. (MST) on Saturday May 30, 2020. The items of business to be considered at the Meeting are described in the Notice of Annual General Meeting.
Your participation at the Meeting is very important to us. We encourage you to vote by following the instructions in the Notice of Meeting. Following the formal portion of the Meeting, management and the Board will review the CEC’s operational and financial performance for 2019 and provide an outlook on priorities for 2020 and beyond. You will also have an opportunity to ask questions and meet the directors and management of the CEC.
A copy of the Notice of Meeting, as well as many of our other public documents, are available on the CEC website at www.climbcanada.ca . We encourage you to visit our website during the year for information about the CEC. TO ensure you received all the latest news relating to the CEC, you can use the “subscribe” feature on the CEC’s website.
We look forward to seeing you at the Meeting.
(signed) “Greg Locke”
Chair of the Board
CLIMBING ESCALADE CANADA
NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS
to be held on SATURDAY, May 30, 2019
NOTICE IS HEREBY GIVEN that an annual general meeting (the “Meeting”) of the members (the “Members”) of Climbing Escalade Canada (“CEC”) will be held via live webcast online at https://us02web.zoom.us/j/82382293197?pwd=Nkg4WlE0TmdPR01EL0tFSnh5Z3pnUT09 at 10:00 a.m. (MST) on Saturday, May 30, 2020. As part of our corporate social responsibility and our preparedness pans in response to COVID-19, the CEC believes hosting the Meeting in a virtual only format is in the best interest of our stakeholders and it is part of our commitment to do our part to protect the health and safety of our communities, employees, members and other stakeholders. The Meeting will be for the following purposes, further details regarding the recommended director nominees is set forth below:
1. to receive and consider the financial statements of CEC for the financial year ended September 30, 2019;
2. to fix the number of directors to be elected at the Meeting at eight (8);
3. to elect the following nominees as directors of CEC to hold office until the next annual meeting of Members or until their successors are duly elected or appointed:
4. to approve the appointment of KPMG, as the auditor of CEC for the ensuing year at such remuneration to be fixed by the board of directors of CEC; and
5. to transact any other business as may properly be brought before the Meeting or any adjournment or postponement thereof.
A Member may attend the Meeting in person or may be represented by proxy. Any Member who is entitled to vote at the Meeting may, by means of a proxy, appoint a proxyholder, and one or more alternate proxyholders, who are not required to be Members, to attend and act at the Meeting in the manner and to the extend authorized by the proxy and with the authority conferred by the proxy. To be valid, a proxy must be received by CEC Attention: Greg Locke at firstname.lastname@example.org not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Alberta) prior to the Meeting or any adjournment or postponement thereof.
Late instruments of proxy may be accepted or rejected by the Chairman of the Meeting in his sole discretion and the Chairman is under no obligation to accept or reject any particular late instrument of proxy. Only the Class A Members will be entitled to receive notice of and to vote at the Meeting.
Business to be considered at the Meeting
The audited financial statements for the year ended October 31, 2019, together with the notes thereto and the report of the auditors thereon will be placed before the Meeting. Copies of the financial statements can be obtained from the Executive Director upon request and will be made available at the Meeting. A copy of the audited financial statements is also included herewith.
Election of Directors
The CEC’s articles stipulate there shall be not more than 15 and not fewer than one director. The Board is currently composed of seven directors, all of whom are independent. In accordance with our by-laws, the Board has determined that eight directors will be elected at the Meeting. Following the Meeting, and assuming that all proposed director nominees are elected as contemplated herein, the Board will be comprised of eight directors, all whom are independent.
At the Meeting Members will be asked to separately elect the nominees set forth in the table below as directors of the CEC, to hold office until the next annual general meeting of Members or until their successors are duly elected or appointed. The following table sets forth a brief description of the nominees, including their name, province of residence, date they first became a director and a brief description of their relative experience. The information contained herein is based upon the information furnished by the respective nominees.
|Name and Province of Residence||Officers Held and Time as Director||Relative Skills and Experience|
|Director since February 2017||Greg Locke is a photographer, journalist and media producer based in St John’s Newfoundland. He has more than 30 years experience creating content for corporations, news media, government and NGOs around the world. His volunteer work has included the Alpine Club of Canada, Canadian Association of Journalists, Newfoundland Historic Trust, Newfoundland Symphony Orchestra, Newfoundland Independent Filmmakers Co-op, and Bridges to Hope. He has sat on board of Climbing Escalade Canada for 3 years and acted as Chair of the Board in 2019. Greg is the father of a competition climber.|
|Director since May 2019||Joachim has worked in the outdoor industry for over 20 years. Of those 20 years 12 of them was owning his own stores called The Trail Shop and Rackology which he sold in 2017. In 2013 he was elected to Nova Scotia House of Assembly where he sat as a Member of the Legislative Assembly (MLA) until 2017. Joachim is an active parent in the east coast climbing community.|
|Director since May 2018||Jeff has been actively involved in the Canadian climbing community since 2004. Jeff is a practicing lawyer at Borden Ladner Gervais LLP where he practices in the Securities and Capital Markets Group. Jeff has experience acting for public, private and not-for-profit companies on a variety of matters including corporate structuring, financing and corporate governance. Jeff also has experience acting for startup and emerging companies, venture and private equity funds. Jeff’s direct experience working with boards and management teams through his work at Borden Ladner Gervais has enabled him to bring an understanding of growth strategies, risk management and corporate governance to the CEC. Jeff acted as Vice Chair of the Board in 2019, has sat on the CEC’s nomination and governance committees and previously was a member of competitive climbing teams in Alberta, British Columbia and Ontario.|
|Director since May 2018||Stacey Weldon is currently a director on the CEC board, and is also the President of the CEC Athletes Commission. Stacey has been an active member in the Canadian climbing community since 1999 as both an athlete, and as a coach.|
|Director since May 2019||Kathy brings a unique combination of experiences and capabilities that will continue to help support and accelerate the development of the CEC. She has been a member of the CEC board for the past year and prior to that led an 8 month process conduct a strategic review for the CEC. Kathy has built an understanding of the organization, excitement for the opportunities ahead and passion for playing a role in helping the CEC lead, promote and develop competition climbing in Canada. Shortly after joining the Board, Kathy led the recruitment of our new executive director. She also sits on the nominating committee. As a recreational climber and certified OCF judge and volunteer, Kathy understands the climbing community. With over 30 years of business experience as a partner at Deloitte, a P&L leader and consultant, she has worked directly with for profit and not-for-profit boards, bringing an understanding of governance and board dynamics.|
|Nominee||Paul brings to the CEC a strong background in finance and risk analysis. His work in the trading and investment world has built his understanding of legal, accounting, risk, IT and governance issues. He has worked for global and Canadian companies in the financial services and oil and gas industries. Paul’s not-for-profit experience includes his role as the Chair of the Calgary Section of the Alpine Club of Canada, a position he has held for 4 years. He was previously membership chair and has actively volunteered in a variety of other roles. As Chair, Paul has promoted the involvement of children, students, and families in the ACC. He has supported women’s mentorship and multiculturalism as well as advocating for the mountains, and speaking out on climate change. Paul has been climbing since the 70’s, coming to the sport through outdoor climbing. He now climbs both indoor and out and has always looked for ways to give back to a sport that has given him so much. In addition to climbing regularly on his own, he leads weekly group climbing sessions for both bouldering and routes, indoor in the winter and outdoor in the summer. Paul is retired from professional life and lives in Calgary with his wife. Together they maintain a small real estate portfolio.|
|Nominee||Bronwyn comes to the CEC Board with a passion for climbing and combined professional and community background that promise to be highly valuable for the organization. Her experience as a board member with the Canadian Children’s Opera Company provides her with a solid background in governance and not-for-profit work. Professionally, Bronwyn, has a background in education and communications with experience in policy, grant writing and government relations. Currently, Bronwyn works in a senior leadership role in a not-for-profit organization where she has leads education and programming. She has previously worked in program management and campaign management, raising over $5M in funding for the organization. Bronwyn brings strong leadership and communication skills along with a ‘get it done’ attitude and the capability to drive major programs. She is an avid recreational climber, primarily in gym but also outdoors. Bronwyn lives in Toronto with her husband, daughter and stepson.|
|Nominee||Nicolas has a long history in climbing, having been both a recreational and competitive climber, routesetter, judge, and the parent of competitive climbers. He has held roles on the FQME Board in multiple capacities and has volunteered his time for multiple CEC initiatives and committees. Nic is a senior leader with a long history in facilities management, account management and operations. His extensive professional experience with global organizations makes him a strong business generalist who can work across the areas of finance, legal, HR and operations. He currently leads facility management and public-private partnerships at a multi-service facilities management organization that operates across North America. Nic’s not-for-profit experience includes 7 years on the BOMA Quebec Board acting as treasurer. Hence, he brings to the CEC a strong knowledge of not-for-profit governance, including financial leadership. He has also worked on the Fundraiser Organizing Committee of the Charles-Bruneau Foundation for over 6 years. Nic lives in Montreal with his wife and teenage daughter and son.|
Appointment of Auditor
Management and the Board proposed the KMPG LLP be appointed as the CEC’s auditor until the close of the next annual meeting. KPMG LLP has been the CEC’s auditor since December 2019.
Members are welcome to call Greg Locke with questions relating to financial or other matters of CEC. Please advise Greg Locke at email@example.com if you plan to attend the Meeting or if you require a form of proxy.
|BY ORDER OF THE BOARD OF DIRECTORS OF CLIMBING ESCALADE CANADA|
|(signed) “Greg Locke”|
|Director and Chair of the Board|
DATED May 8, 2020.