AGM Minutes

1. Call to Order – 1:10 pm

The President, Bob Bouchard introduced himself, welcomed the members to the 2025 AGM of the Manitoba Association of Retired Government Employees (MARGE) Inc., and called the meeting to order.

He introduced the Executive Officers:

• Treasurer Allan Bartlett
• Secretary Linda Kirton

The President also recognized Barry Miller, whose term as Past President ended in April of 2024, as well as our office volunteer, Betty Miller.

Land Acknowledgement

The President acknowledged the place in which we gather today is on Treaty 1 territory, the ancestral and traditional homeland of the Anishinaabe peoples, and on the homeland of the Red River Métis.

Establish Quorum

The Constitution requires at least 25 members and at least 2 Executive Officers in attendance to meet a quorum.

The President reported three Executive Officers are in attendance, and well over 25 regular members are in attendance so quorum is met.

Procedural Notes

The President reviewed the following:

• Each member in attendance has received a hard copy of today’s AGM materials when you signed in.
• Technically, only MARGE members may attend a meeting, but we do permit members to be accompanied by their spouse or a caregiver.
• Also, if you are an Associate member, you may participate fully in the meeting, but you are not allowed to vote.
• If a regular member wants to move or second a motion, please raise your hand, and when acknowledged, stand and give your name.
• Also, if a member wishes to speak or ask a question, please raise your hand, and when acknowledged, stand and give your name, and then ask your question.

2. Adoption of Agenda

Motion: “To adopt the agenda as distributed.”
Moved: Roger Ludwick
Seconded: Brian Monkman
Carried

3. Adoption of the Minutes of the Previous AGM

The Minutes of the previous AGM held on April 17, 2024 were prepared by the Secretary, approved by the Executive Committee, and were previously distributed.
Motion: “To adopt the Minutes of the Annual General Meeting held on April 17, 2024.”
Moved: Jan Malanowich
Seconded: Ron May
Carried

4. Review of Two Action Items from the previous AGM.

Review of Insurance Reserves

To review and report on the two group insurance plans’ reserves, one on the books of MARGE and the second held by Johnson Insurance Inc. The report will clarify the need for and purpose of these reserves and how the funds may be utilized. The two reserves are:

• the $80,000 “restricted” reserve which forms part of MARGE’s Net Assets, as explained in Note 6 to the financial statements, and
• the Claims Fluctuation Reserve (“CFR”) of $414,811 which is held in trust by Johnson Insurance Inc. as explained in Note 8 to the financial statements.

The President advised that the Benefits Committee, comprised of Bruce Evans (Chair), Joan Blakley and himself, have begun a complete review of the group insurance plans sponsored by MARGE. This review will be completed this year, and a full report will be made to the Executive Committee.

Based on the work done to date, the Benefits Committee has determined a CFR is usually associated with group plans which are funded on a Refund Accounting or Administrative Services Only basis. However, our MARGE plans are Fully- Insured Non-Refund plans.

The Benefits Committee’s assumption is that both reserves were established with the intention that at some point MARGE would change the funding model used by the plans from a Fully Insured to a Refund Accounting model. Under such a model the reserves would be used to cover losses in years when claims exceeded premiums.

At this point the Benefits Committee is seriously considering moving to a Refund Accounting or an Administrative Services Only funding model for our extended health and dental plans. The travel plan would continue as a Fully Insured plan. This change should result in lower premiums and would allow the plans to retain surpluses in years when premiums exceeded claims. Until a final decision is made, MARGE has stopped the 1% of premiums being added to the CFR effective May 1, 2025.

However, the Benefits Committee must complete its review and report to the Executive Committee. The Executive Committee will then review the report, determine what action is to be taken, and inform the membership.

Questions /Comments

How does this affect daily claims?
Response: There would be no change.

Review of MARGE Compliance with the Corporations Act

The President reported he has consulted with Ronald Coke, Senior Counsel of the firm of Taylor McCaffrey. Mr. Coke provided his assistance on a pro bono basis.

Based on these consultations the appropriate course of action is for MARGE to update its Articles of Incorporation and then create corporate Bylaws to replace our Constitution.

The proposed amendment to the Articles is item 10 on today’s agenda.

The President will develop corporate Bylaws, with assistance from Mr. Coke, to replace the MARGE Constitution. The Bylaws will be reviewed by the Constitution Committee, then the Executive Committee and then presented to the membership for approval at next year’s AGM.

Questions / Comments
None

5. Receipt of the President’s Annual Report

The President reviewed his annual report:
2024 Achievements

• Updated and enhanced the membership registry database.
• Rewrote the Online renewal system.
• Completed preparation of key policies and procedures.
• Improved the efficiency of the handling of enquiries from members and the public.
• Adopted the cash basis of accounting for membership dues payments.

The President stated that he believes the above resulted in at least a 60% reduction in time spent on administrative and clerical tasks.

• Reviewed and updated member discounts.
• Continued positive operating results and improved financial condition.

Looking Ahead to 2025
The President reported the following projects will be undertaken in 2025:

• Reviewing and improving discounts available to members.
• Completing migration of accounting records from QuickBooks Desktop to QuickBooks Online.
• Proposing to change the fiscal yearend of MARGE – which will be considered today under item 7.
• Developing and implementing a strategy to increase membership and participation in our group insurance plans.
• Engaging an auditor.
• The President advised that his 2024 report failed to include an additional project to be undertaken in 2025, which is to determine how to best utilize the Net Assets the Association has accumulated.

The President advised that the most pressing issue facing MARGE is the need for members to volunteer and that his recent call for volunteers was unsuccessful.

Several members had expressed a willingness to help but did not or could not volunteer for various reasons.

He also advised that he had just been informed today that there is a member willing to consider being the Vice President (VP). He will follow up with that individual. If this individual becomes the VP they will be appointed for a term ending on the date of the next AGM.

Questions/Comments

To assist with the recruitment of volunteers, can outlines of the duties and responsibilities of the positions be shared with the members so that members can make informed decisions?
Response: An outline of the duties and responsibilities of the VP was included in the MARGE website.

Is the Claims Fluctuation Reserve of $414,000 which is held in trust by Johnson Insurance Inc. safe guarded?
Response: Yes. This will be reviewed. The intent of the fund is to offset losses when claims exceed premiums in a given year. Refund Accounting, in years when the premiums exceed claims would benefit MARGE.

Has MARGE looked at or will look at other group insurance companies?
Response: Johnson Insurance Inc. does look at other insurance providers. The intent is to stay with Johnson Insurance Inc. at this time.

Has MARGE considered hiring staff?
Response – The MARGE Executive is open to considering this but not at this time. This would create additional work for the MARGE volunteers and there are examples where hiring support staff has not worked out well for other non profits.

Motion “To receive the President’s Annual Report as information.”
Moved: Sherron Carr
Seconded: Heather Mitchell
Carried

6. Review and Acceptance of the Annual Financial Statements

The President indicated that he believes these statements have been prepared in accordance with Canadian GAAP for not-for-profit organizations and that the change in accounting policy as disclosed in Note 3 to the financial statements results in more reliable and relevant financial statement information.

The Treasurer, Allan Bartlett then reviewed the four financial statements. The Notes to the financial statements were not reviewed.

Questions/Comments
Various questions were raised seeking clarity of the presented information

The members also raised a number of questions not specifically related to the financial statements which the President responded to.

How many members do we have?
Response: Approximately 3,000 members. Out of this number about 2,200 members have some group health insurance coverage. If MARGE is able to increase the number of members who receive some form of group health insurance coverage, it makes the plans more viable, and MARGE should get improved benefits and be in a better bargaining position.

What is the change per year in membership?
Response: At this time our system does not generate the type of information necessary to make such a report. The Executive will be in a better position next year to respond to this question.

Is MARGE growing each Year?
Response: The President indicated it is possible the total number of members may be decreasing slightly but that the number of members with insurance continues to grow each year.

Is MARGE doing outreach with superannuation boards?
Response: Yes, with applicants’ permissions the CSSB sends a list of new retirees open to receive contact from MARGE. MARGE needs to reach out to other plans such as the Healthcare Employees’ Pension Plan and the Municipal Pension Plan.

For members enrolled in the group insurance plan and do not renew their MARGE membership, would they lose their group insurance plan coverage?
Response: MARGE attempts to contact the member to renew their MARGE membership. Failure to renew could lead to cancellation of their coverage, but this action would never be taken until the member has been contacted.

What is the $80,000 “restricted” reserve which forms part of MARGE’s Net Assets referring to?
Response: It is a reserve fund that may be used in offset years when plan claims exceed the premiums paid.

Why do we need two reserve funds?
Response: This issue will be considered as part of our review of insurance reserves with the intent to just have one reserve fund.

Motion “To accept the Financial Statements for the year ended
December 31, 2024 as distributed.”
Moved: Bill Bracegirdle
Seconded: Norm Lyons
Carried

7. Proposal to Change the Fiscal Year End of MARGE

The President reviewed page 1 of the Agenda Items Requiring a Motion Memo which was included in the AGM materials sent to members.

The President noted this has no effect on the membership year which will remain on a calendar year basis.

Also noted this item requires a two thirds approval as it will require an amendment to the Constitution if approved.

Questions/Comments
None

Motion” To approve the change in the fiscal yearend of MARGE from December 31 to the last day of February “and to amend the Constitution accordingly. “
Moved: Harry McFee
Seconded: Helena Fitzgerald
Carried

8. Review and Acceptance of MARGE’s Next Budget

The President explained a budget was prepared for both the year ended December 31, 2025 and for the 14-month period ended February 28, 2026. This was done to accommodate whatever the members decided regarding the proposal to change the fiscal year end of MARGE

The Treasurer reviewed the budget as previously distributed

Questions/Comments

What insurance does MARGE have?
Response: MARGE has business insurance for contents of the MARGE office and liability insurance for the members of the Executive.

What are professional fees?
Response: Potential legal fees, consultant fees when reviewing the group health insurance plans, and audit fees.

What are negotiation fees?
Response: Originally set up to cover costs incurred for venues, food, etc. when negotiations take place re: group health insurance plans. This has been a historic budget line but no costs have been incurred recently. One member stated that the insurance company should cover these costs.

What about hiring a financial reviewer versus an auditor given the increased cost for an auditor’s services?
Response: MARGE needs the services of an auditor as only an auditor can provide an audit opinion on our financial statements.

Is an audit required each year?
Response: The intention is to require an annual audit.

Does the membership need to approve the use of an auditor?
Response: No. The Executive will select an auditor but would like the members toformally grant the Executive Committee the authority to do so.

Motion “To give the Executive Committee the authority to appoint an auditor."
Moved: Tami Reynolds
Seconded: Alex Dratowany
Carried

9. Election of Executive Officers

The President reminded the members that Executive Officers serve for a two-year term, but elections are staggered.

The President and Treasurer positions in odd years, and the Vice President and Secretary positions in even years.

The President noted that today we will be holding elections for the Executive Officer positions of President and Treasurer.

Your President Bob Bouchard and your Treasurer Allan Bartlett have both indicated they are prepared to stand for election for their second and last 2 - year term.

Nominations for President

President called for nominations for the position of President.

• Bob Bouchard nominated by Allan Bartlett.
• Bob Bouchard accepted the nomination.
• President called a second and a third time for nominations for the position of President.
• President declared nominations for President closed.

Election of President

• Those in favour of member Bob Bouchard as President say “Aye”, all those opposed, say “No”.
• The Ayes have it and Bob Bouchard is elected President by acclamation for a 2-year term ending at the adjournment of the 2027 AGM.

Nominations for Treasurer

• President called for nominations for the position of Treasurer.
• Allan Bartlett nominated by Bob Bouchard.
• Allan Bartlett accepted the nomination.
• President called a second and a third time for nominations for the position of Treasurer.
• President declared nominations for Treasurer closed.

Election of Treasurer

• Those in favour of member Allan Bartlett as Treasurer please say “Aye”, all those opposed, say “No”.
• The Ayes have it and Allan Bartlett is elected Treasurer by acclamation for a 2-year term ending at the adjournment of the 2027 AGM.
• The President declared the elections closed.
• The President also noted this would be both his and the Treasurer’s last term.

10. Amended Articles of Incorporation

The President reviewed page 2 of the Agenda Items Requiring a Motion Memo and explained the amendment was necessary so that the Articles of Incorporation accurately explained the Association’s purpose.

Questions/Comments

What happens to our Constitution when by-laws are written?
Response: The constitution will form the basis for the by-laws. The by-laws will replace the constitution. By-laws are recognized by the Corporations Act, not a constitution. By-laws are approved by the members.

Does the approval of by-laws require a 2/3rds vote?
Response: Yes.

Will the Executive inform the membership as to the progress of amended articles of incorporation and by-laws?
Response: Yes.

Discussion ensued as to the proposed wording of amended Articles of Incorporation.
General consensus was to defer the dealing with the Amended Articles of Incorporation at this time. The Executive is to provide Amended Articles of Incorporation and new By-laws at the next AGM.

Motion” To defer the approval of the Amended Articles of Incorporation for MARGE as presented today. The Amended Articles of Incorporation and By-laws to be presented for approval at the next AGM.”
Moved: Myrna Phillips
Seconded: Alex Dratowany
Carried

11. Adjournment

There being no further business to conduct, call for a motion to adjourn.
Motion: To adjourn meeting at 2:46 pm.
Moved: Brian Monkman

Respectively submitted,
Linda Kirton
Secretary

Note: 92 members attended this annual general meeting