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CANADIAN CATTLE IDENTIFICATION AGENCY 7646 - 8th Street NE, Calgary, Alberta T2E 8X4 Tel: 1-877-909-2333 or (403) 275-2083 Fax: (403) 275-2099 Administration: [email protected] www.canadaid.ca

2018 BOARD MANUAL

MANAGING CHANGE

BOARD MEMBER TO SIGN AND RETURN THE FOLLOWING DOCUMENTS:

Consent to Act as a Director CLICK HERE TO OPEN

CLICK HERE TO READ POLICY

CCIA Code of Ethics for Board Members CLICK HERE TO OPEN

CLICK HERE TO READ POLICY

CCIA Conflict of Interest Policy for Board Members CLICK HERE TO OPEN

Model Consent Form CLICK HERE TO OPEN

QUARTERLY EXPENSE FORMS

Per Diem Cover Sheet CLICK HERE TO READ POLICY

Expense Form CLICK HERE TO OPEN

CPP and EI INFORMATION AND FORM

CPP and EI Deductions Form CLICK HERE TO OPEN

PLEASE RETURN TO:

mailto:[email protected]

http://canadaid.ca/

http://support.canadaid.ca/wp-content/uploads/2018/Consent_to_Act_Director.pdf

http://support.canadaid.ca/wp-content/uploads/2018/COE_Signature_Page.pdf

http://support.canadaid.ca/wp-content/uploads/2018/COI_Signature_Page.pdf

http://support.canadaid.ca/wp-content/uploads/2018/Model_Consent_Form.pdf

http://support.canadaid.ca/wp-content/uploads/2018/ExpenseForm.xls

http://support.canadaid.ca/wp-content/uploads/2018/CPP_Deductions_Form.pdf

ABOUT CCIA • Introduction

• CCIA Board

• Standing Committees

• Internal Committees

• External Committees

• CCIA Team and Organization Chart

• CCIA Telephone Directory

• 2018 Annual Budget

1 DIRECTORS’ RESPONSIBILITIES • Responsibilities of the Board of Directors

• Expectations of a Member of the Board of Directors

• Policies and Procedures

• Roberts Rules: Summary Document

• By-Laws and Board Resolutions 2 RELEVANT LEGISLATION & REGULATIONS • Department of Justice Canada

Regulations Respecting the Health of Animals Part XV – Animal Identification

• AAFC Administrative Monetary Penalties Act

• AAFC Administrative Monetary Penalties Regulations

• Canada Not for Profit Corporations Act

3 General information about CCIA: www.canadaid.ca

Shop for tags on-line: tags.canadaid.com

Link to your CLTS account: www.clia.livestockid.ca/CLTS

CCIA 2017 Annual Report: MANAGING CHANGE Located at canadaid.ca/documents/Annual_Report_2017_online.pdf (Note: this report is 5.5 MB)

http://www.canadaid.ca/

https://tags.canadaid.ca/

https://www.clia.livestockid.ca/CLTS/secure/user/home.do

http://lois-laws.justice.gc.ca/eng/regulations/C.R.C.,_c._296/

http://laws-lois.justice.gc.ca/eng/acts/A-8.8/FullText.html

http://laws-lois.justice.gc.ca/eng/regulations/SOR-2000-187/FullText.html

http://laws.justice.gc.ca/eng/acts/c-7.75/

http://canadaid.ca/documents/Annual_Report_2017_online.pdf

2018 CCIA BOARD MANUAL

CCIA Mandate, Vision, Mission Statement adopted September 2015

VISION STATEMENT

To be a world-class leader in livestock traceability to allow our industry to reach its maximum potential.

MISSION STATEMENT

To provide leadership and secure, cost-effective traceability services while fostering strategic partnerships and developing innovative solutions that will enhance the Canadian livestock industry.

VALUE STATEMENTS

We value accountability and responsibility to build credibility and confidence with our stakeholders;

We value excellence in service and are committed to continuous improvement;

We value integrity, trust and respect as the basis for teamwork, collaboration and all relationships; and

We value leadership at all levels to guide us toward the achievement of our vision.


TABLE OF CONTENTS

ABOUT CCIA

1.1 Introduction

What is this binder and how will it help you as a Director?

About CCIA

CCIA Highlights

Who are the members of the CCIA Board of Directors?

CCIA Member Organizations

CCIA Board

What does the CCIA Board do?

What is the time commitment?

1.3 Standing Committees

Executive Committee

Finance and Audit Committee

Board Development Committee

Technical Advisory Committee

1.4 Internal Committees

Communications Committee

Human Resources Committee

1.5 External Committees

Industry Government Advisory Committee (IGAC)

Cattle Implementation Plan Steering Committee

1.6 CCIA Team and Organization Chart

Calgary Office Management Team

CCIA Organization Chart

1.7 CCIA Telephone Directory

1.8 2018 Annual Budget – Approved December 2017


TABLE OF CONTENTS

DIRECTORS’ RESPONSIBILITIES

2.1 Responsibilities of the Board of Directors

2.2 Expectations of a Member of the Board of Directors

Consent to Act as a Director

Model Consent Form

Per Diems, Honorariums, Expenses and Reporting

2.3 CCIA Board of Directors Skills Survey

2.4 Policies and Procedures

CCIA Code of Ethics for Members of the Board

CCIA Conflict of Interest Policy for the Board of Directors

CCIA Whistle Blower Policy

CCIA Corporate Signing Authority Matrix

CCIA Media Protocol

CCIA Logo Usage Guideline

2.5 Robert’s Rules: Summary Document

2.6 CCIA By-Laws

By-Laws adopted April 5, 2018

Special General Meeting Minutes

2.7 CCIA Board Resolutions

RELEVANT LEGISLATION & REGULATIONS

3.1 Department of Justice Canada Regulations Respecting the Health of Animals, Part XV – Animal Identification

3.2 AAFC Administrative Monetary Penalties Act

3.3 AAFC Administrative Monetary Penalties Regulations

3.4 Canada Not-for-profit Corporations Act BoD manual 2018 update

http://lois-laws.justice.gc.ca/eng/regulations/C.R.C.,_c._296/




2018 CCIA BOARD MANUAL SECTION 1: ABOUT CCIA

INTRODUCTION

About CCIA 1.1 Introduction

What is this binder and how will it help you as a Director?

Recognizing board members bring a diversity of understanding both in board governance and of the Canadian Cattle Identification Agency (CCIA) itself, this manual provides an introduction to CCIA as well as to the governance and responsibilities of members of the CCIA board. The tasks of effective board leadership are common and apply whether you serve on a public or private board of a very small or very large organization; in a small or large community; or at the local, regional, provincial or national level.

About CCIA

WHAT WE DO

The Canadian Cattle Identification Agency (CCIA) is a not-for-profit, industry-initiated and led, database management organization that administers the identification program for beef and dairy cattle, bison, sheep and pending regulation, goats and cervid. All herd of origin information associated with each tag number is maintained within the Canadian Livestock Tracking System (CLTS) database.

The CLTS allows producers to record RFID tag information pertaining to the three pillars of traceability (i.e., animal identification, premises identification and movement), as well as value-added information (e.g., age verification).

OUR CORE BUSINESS

As a national database management organization, CCIA strives to meet the needs of all Canadian producers by providing the necessary tools and services to use the CLTS efficiently.

• Client Support Representatives (CSRs) offer guidance and assistance to clients as they use the CLTS database and answer questions or concerns regarding CCIA programs and support. CSRs are available Monday to Friday toll-free at 1-877-909-2333 or by email at [email protected].

• CLTS Reference and User manuals, online video tutorials, fact sheets, account reference items and all of the spreadsheets needed to upload data to the CLTS database are available.

• http://tags.canadaid.ca provides producer-direct, tag web store services with a full array of approved CCIA RFID tags, corresponding applicators and readers that can be shipped within three to five business days.

WHY WE DO IT

A traceability system ensures the protection of animal health, public health and food safety; improves response times in emergency situations (e.g., disease outbreak, tornadoes, floods, fires, contaminated feed supplement); and limits economic, environmental and social impacts.

A strong and credible traceability program helps to ensure Canada remains a leading producer and marketer of cattle, bison and sheep with a stable demand for its products.

The Canadian Food Inspection Agency (CFIA) provides full regulatory enforcement for animal identification, as defined in the Health of Animals Regulations.


INTRODUCTION

CCIA Highlights

1998 The Canadian Cattle Identification Agency (CCIA) is incorporated.

2001 The Canadian Cattle Identification Program (CCIP) is implemented. All cattle in Canada are to be ear tagged with a CCIA-approved tag by the time the animal leaves the herd of origin.

2002 Monetary penalties begin for untagged cattle. The Canadian Food Inspection Agency (CFIA) enforces penalties under authority of the federal government.

2003 U.S. border closes to Canadian cattle with the discovery and trace back of a single case of BSE (May 20, 2003).

2004 Canadian producers can register and submit information such as birth dates on a voluntary basis. Sheep identification program started.

2005 U.S. border re-opens for Canadian cattle (July 18, 2005).

2006 CCIA launches the Canadian Livestock Tracking System (CLTS) database.

CCIA recommends radio frequency identification (RFID) tags to be used in place of bar-coded tags for all cattle permanently leaving the herd of origin.

2007 CCIA expands the use of value added protocols enhancing the ability to track external production and animal health protocols.

2009 Age verification and premises ID is made mandatory in Alberta.

2010 Bar-coded dangle tags are de-listed. RFID tags are mandatory across Canada.

CCIA implements a bilingual CLTS.

CCIA joins with CFIA and Agriculture and Agri-Food Canada (AAFC) to develop and initiate a long-term tag retention trial to collect baseline data on cattle tag retention and readability as well as recommend solutions to enhance tag retention and readability.

2011 CCIA creates a new online resource centre and CLTS video tutorials to help simplify the CLTS-user experience.

CCIA releases results of Phase Two and Two-B of the Applied Research Project evaluating the impact of fully-integrated RFID systems at auction markets and buying stations across Canada.

CCIA expands field support services in partnership with the Alberta and Saskatchewan governments to employ one new Mobile Field Representative in east-central Alberta and one new Producer Support Representative in southeast Saskatchewan to help livestock producers implement traceability initiatives.

Both CCIA’s and Agri-Traçabilité Québec (ATQ’s) Board of Directors agreed to support a collaborative work effort to explore the feasibility of establishing one multi-species database for all traceability administrators, which resulted in a joint application for government funding to support the analysis of database capacity, scalability, operability and performance requirements.


INTRODUCTION

Highlights continued…

2012 A new Memorandum of Understanding is completed and signed with CFIA outlining the legal relationship between CFIA and CCIA acting as the national administrator for beef and dairy cattle, bison and sheep. This agreement updated and clarified the excellent working relationship between CCIA and CFIA.

Premises Identification Number Technical Solution (PIDTS): the creation of a “National Lookup Module” to facilitate acceptance of provincially authorized PID numbers linked with modifications to the CLTS to accept these numbers and to accept provincially authorized PIDs not linked to a CLTS account. These changes will facilitate the capture of additional movement records. Acknowledging provincial jurisdiction over PID creation and management, CCIA has continued to develop a closer working relationship with provincial governments through accommodation of provincially generated PIDs.

2013 With the completion of the joint database feasibility study initiated in 2011, both CCIA and ATQ Board of Directors pass resolutions to continue the development of a joint, multi-species, national database—Canadian Agri-Traceability Services (CATS). CATS was incorporated in June 2013 with the first Board of Director’s meeting in August. The database development and implementation is expected to be completed in 2015.

2014 CCIA successfully launched the ecommerce tag dealer website in February which was a culmination of several year’s work for CCIA staff on the Tag Supply Chain Optimization Project (TSCOP). The goal of the project was to build a new tag distribution model with the main objectives to improve the data integrity and streamline the distribution process for the benefit of Canadian producers. Current plans include the launching the direct to producer website in 2014 so that CCIA can fulfill their commitment to providing producers the least cost option for tags.

2015 CCIA successfully engaged in a strategic planning process and updated its Vision and Mission statements to reflect the transition from a provider of livestock identification services to a provider of national livestock traceability services.

2016 The highlight of CCIA’s leadership endeavors was hosting Traceability Symposium in November. This two-day event and trade show brought together governments, universities, research teams, the private sector and industry to identify gaps, share successes and lessons learned – bridging the gaps as traceability moves forward in Canada and globally. CCIA welcomed more than 200 delegates from across Canada, United States, European Union, Australia and New Zealand to this unique event. The agenda addressed traceability’s role, regulations and compliance, challenges and solutions, other assurance systems, and lessons learned. The success of the event has encouraged CCIA to host future symposiums on a schedule to be determined.

2017 LANGUAGE SHIFT IN 2017: New regulations and communication will see a shift in language from the use of ‘Approved Canadian Cattle Identification Agency Radio Frequency Identification Tags’ to the use of ‘Approved Canadian Cattle Identification Agency Animal Indicators’ or “Animal Indicators’ in order to address animal identification devices that have alternative designs with or without radio frequency identification technology.


INTRODUCTION

Highlights continued…

2017 CCIA entered the world of social media in 2017 via Facebook @CanadianCattleIdentificationAgency and Twitter @CCIA_Canada.

A Responsible Administrator service agreement was signed between Canadian National Goat Federation and CCIA on March 1, 2017. Staff training was completed prior to launching pre-approved goat indicator sales, which were made available via the webstore in fall 2017.

2018 CCIA signed a service agreement with the Canadian Cervid Alliance in February 2018 to provide Responsible Administrator services to farmed elk and deer once they become federally-regulated.


INTRODUCTION

Who are the members of the CCIA Board of Directors?

CCIA Board of Directors are leaders in the cattle, bison and sheep industries, with goat and cervid

soon to be included pending regulation, that are appointed annually by CCIA’s 16 member organizations to move traceability forward in Canada.

CCIA Board of Directors consists of 19 individuals from all sectors of the livestock industry as outlined in CCIA’s bylaws and are:

• industry representatives with a national perspective and vision;

• great at contributing ideas and communicating the importance of Canada’s traceability system;

• experienced and have an understanding of the importance of operational and project budgets

and grant reporting requirements;

• experienced in overseeing the policies and challenges of human resources issues involving part-

time, full-time and contract staff;

• interested in the nuances of board governance and providing leadership for board development

and training; and

CCIA Board Members understand the importance of a traceability system in Canada and are

motivated to provide feedback and leadership on traceability initiatives and traceability policies.

CCIA looks for Board Members with leadership skills and knowledge who share CCIA’s

values and will assist the CCIA Board to make timely and informed decisions that will

successfully achieve its vision and mission.


1.1 INTRODUCTION

CCIA Member Organizations

Member Organization Member Organization Contact Appointed Director Effective Dates

Alberta Beef Producers Rich Smith, Executive Director Howard Bekkering Apr 6/1 – Apr 12/19

Alberta Cattle Feeders' Association Bryan Walton, CEO Lyle Miller Apr 5/18 – Apr 2019

Beef Farmers of Ontario Richard Horne, Mgr Policy & Issues Kim Sytsma Mar 2018 – Feb 2019

British Columbia Cattlemen's Association Kevin Boon, General Manager Duncan Barnett Jan 10/18 – Jan 2020

Canadian Bison Association Terry Kremeniuk, Executive Director Dean Andres June 2018 – Apr 2019

Canadian Cattlemen's Association David Moss, General Manager Pat Hayes Apr 1/18 – Mar 31/19

Canadian Cattlemen's Association David Moss, General Manager Doug Sawyer Apr 1/18 – Mar 31/19

Canadian Cattlemen's Association David Moss, General Manager Reg Schellenberg Apr 1/18 – Mar 31/19

Canadian Livestock Dealers Association James MacLean, Chair James MacLean Jan 1/18 – Dec 31/19

Canadian Meat Council Kim O’Neil, Director Beef/Veal Dan Gillis Mar 29/18 – April 2019

Canadian Meat Council Kim O’Neil, Director Beef/Veal Kim O’Neil Mar 29/18 – April 2019

Canadian Sheep Federation Corlena Patterson, Executive Director

Corlena Patterson Mar 2018 – Mar 2019

Canadian Veterinary Medical Association Dr. Shane Renwick, Mgr, AW & NI Dr. Oliver Schunicht Apr 5/18 – April 5/18

Dairy Farmers of Canada Pamela Harrod, Corp Secretary Sid Atkinson Sept 2014 – Sept 2019

Les Producteurs de bovins du Québec André Roy, General Manager Sylvain Bourque May 2 2018 – May 31/19

Livestock Markets Association of Canada Rick Wright, Executive Administrator

Ken Perlich June 26/18 – Apr 2018

Manitoba Beef Producers Brian Lemon, General Manager Larry Gerelus Apr 1/18 – Mar 31/19

Maritime Beef Council Rinnie Bradley, Secretary Ivan Johnson Feb 2018 – Jan 2019

Saskatchewan Stock Growers Association Chad McPherson, General Manager Mark Elford April 1/18 – Mar 31/19

CCIA Associate Member Organization Member Organization Contact Appointed Director Effective Dates

Canadian Beef Breeds Council Michael Latimer, Executive Director Michael Latimer April 5/18 – April,2019

http://www.cattle.ca/

https://www.canadianbison.ca/

https://www.cattlemen.bc.ca/

http://www.ontariobeef.com/

http://www.cattlefeeders.ca

http://www.albertabeef.org/

https://www.cmc-cvc.com/

http://www.cansheep.ca/

https://www.canadianveterinarians.net/

https://www.dairyfarmers.ca/

http://bovin.qc.ca/en/

http://www.lmacmarkets.ca/

http://www.mbbeef.ca/

http://maritimebeef.ca/

http://skstockgrowers.com/

http://www.canadianbeefbreeds.com/


CCIA BOARD

CCIA Board

CCIA EXECUTIVE MEMBERS

Mark Elford Chair

Saskatchewan Stock Growers Association (SSGA)

representative since 2008

Box 8 Wood Mountain, SK S0H 4L0 Ph: 306-476-2635 Cell: 306-478-7200 [email protected]

Pat Hayes Vice Chair

Canadian Cattlemen’s Association (CCA) representative since 2009

PO Box 212 Val Marie, SK S0N 2T0 Ph: 306-298-2284 [email protected]

Howard Bekkering Finance Chair

Alberta Beef Producers (ABP) representative since 2014

Box 121 Vauxhaul, AB T0K 2K0 Cell: 403-634-4449 [email protected]

Lyle Miller Executive Member

Alberta Cattle Feeders’ Association (ACFA) representative since 2012

P.O. Box 60 Acme, AB T0M 0A0 Cell: 403-888-3973 [email protected]

Doug Sawyer Executive Member


36460 Hwy 816 Red Deer County, AB T0M 1R0 Cell: 403-598-5144 [email protected]

CCIA DIRECTORS

Dean Andres

Canadian Bison Association (CBA) representative since 2018

Box 278 Windthorst, SK S0G 5G0 Ph: 306-736-3454 [email protected]

Sid Atkinson

Dairy Farmers of Canada (DFC) representative since 2014

13148 County Rd 24, RR 1 Roseneath, ON K0K 2X0 Ph: 705-924-2145 [email protected]

Duncan Barnett

BC Cattlemen’s Association (BCCA) representative since 2018

PO Box 1070 150 Mile House, BC V0K 2G0 Ph: 250-296-3202 [email protected]

Sylvain Bourque

Les Producteurs de bovins du Québec (PBQ) representative since 2018

269, Route 173 Saint-Théophile, QC G0M 2A0 Ph: 418-230-3261 [email protected]

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CCIA BOARD

CCIA DIRECTORS

Larry Gerelus

Manitoba Beef Producers (MBP) representative since 2016

P.O. Box 68 Shoal Lake, MB R0J 1Z0 Ph: 204-759-2352 [email protected]

Dan Gillis

Canadian Meat Council (CMC)


Box 44, Site 23, RR 2 Strathmore, AB T1P 1K5 Ph: 403-540-1099 Cell: 403-540-5733 [email protected]

Ivan Johnson

Maritime Beef Council (MBC)


272 Bellmont Park Rd, RR 1 Miscouche, PE C0B 1T0 Ph: 902-436-4056 Cell: 902-439-0466 ivanandcaroljohnson@ pei.sympatico.ca

James MacLean

Canadian Livestock Dealers Association (CLDA) representative since 2011

PO Box 428 Bow Island, AB T0K 0G0 Cell: 403-548-0491 james@porterandmaclean livestock.com

Kim O’Neil

Canadian Meat Council (CMC) representative since 2018

220 Laurier W. Suite 930 Ottawa, ON K1P 5Z9 Ph: 613-793-5467 [email protected]

Corlena Patterson

Canadian Sheep Federation (CSF) representative since 2018

PO Box 10 Williamsburg, ON K0C 2H0 Ph: 613-652-1824 Cell: 613-715-4010 [email protected]

Ken Perlich

Livestock Markets Association of Canada (LMAC) representative since 2018

515 Couleesprings Drive South Lethbridge, AB T1K 5P2 Ph: 403-329-3101 Cell: 403-635-0312 [email protected]

Reg Schellenberg


Box 239 Beechy, SK S0L 0C0 Ph: 306-859-4905 Cell: 306-859-7705 [email protected]

Dr. Oliver Schunicht

Canadian Veterinary Medical Association (CVMA) representative since 2018

PO Box 140 Okotoks, AB T1S 2A2 Ph: 403-938-5151 [email protected]

Kim Sytsma

Beef Farmers of Ontario (BFO) representative since 2018

127 Eight Line Road Athens, ON K0E 1B0 Ph: 613-802-2555 [email protected]

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CCIA BOARD

What does the CCIA Board do?

HOW WE ARE WE GOVERNED

The current CCIA Board of Directors consists of 19 individuals, elected by representatives of CCIA Member Organizations at the Annual General Meeting. The CCIA Board of Directors includes at least one member for each of the species groups that it administers. Member Organizations are asked annually to provide a representative that has been appointed, by resolution, to represent their organization on the CCIA Board.

Along with CCIA’s General Manager, the Executive Committee assists the Board in carrying out the policies established by the Board of Directors. The Board oversees the planning process and provides input, guidance, evaluation and validation to the financial performance.

The General Manager works closely with the board to ensure the members are fully aware of CCIA affairs.

The board assesses its performance regularly with the goal of maintaining and improving sound governance practices. Gaps in skills are addressed through new board member appointments, training and hiring outside experts as required.

The board ensures appropriate authorities and controls are in place, and risks are properly managed to ensure CCIA’s objectives are achieved.

The Board of Directors elect an Executive Committee at the first meeting following the Annual General Meeting each year.

2018 Executive Committee

Mark Elford, SSGA (Chair)

Pat Hayes, CCA (Vice Chair)

Howard Bekkering, ABP (Finance Chair)

Lyle Miller, ACFA (Executive Member)

Doug Sawyer, CCA (Executive Member)

CCIA Past Chair vacant until new Chair is elected.

What is the time commitment?

BOARD MEETINGS

• Two to three in-person meetings per year, held in late March/early April, early September (if

required) and early December, generally in Calgary. The Annual General Meeting is held to align

with the spring Board Meeting.

• Length: One and a half to two days

• Conference calls may be scheduled between in-person meetings.


CCIA BOARD

COMMITTEES

Board Members are encouraged to participate in standing, internal and external committees. The

time commitment varies with each committee but typically internal committee meetings are held

two to four times per year either in-person, to align with Board Meetings, or conference calls as

needed.

• STANDING COMMITTEES: Executive; Finance and Audit; Board Development and Technical

Advisory Committee (TAC)

• INTERNAL COMMITTEES: Communications and Human Resources

• EXTERNAL COMMITTEES time commitment varies from meeting annually to monthly depending

upon the immediacy of the issue being addressed.

- Cattle Implementation Plan (CIP) Steering Committees: Consists of CCIA Board, Industry and

Government Representatives


1.3 STANDING COMMITTEES

1.3 Standing Committees

Executive Committee

Members are CCIA Board of Directors and the General Manager

Mark Elford, SSGA (CCIA Chair) Lyle Miller, ACFA (Executive Member)

Pat Hayes, CCA (CCIA Vice Chair) Doug Sawyer, CCA (Executive Member)

Howard Bekkering, ABP (CCIA Finance Chair) Anne Brunet-Burgess, CCIA (GM)

CCIA Past Chair Vacant

Per diems are available for committee members (excluding the General Manager) to attend meetings and expenses are covered. The Chair, Vice Chair and Finance and Audit Chair receive an Honourarium.

NOTE: Executive Committee Terms of Reference under development.

Finance and Audit Committee Members are CCIA Board of Directors

Howard Bekkering, ABP (Finance Chair) TBD

TBD Bena Patel, CCIA (Finance Manager)

TBD

Role: To assist the Board of Directors in fulfilling its fiduciary responsibilities in regards to financial reporting, internal control systems, risk management, its relationship with auditors, accountability in program management, setting financial targets and operating and capital budgets, as well as recommending changes to financial policies and procedures to the board.

Per diems are available for committee members (excluding staff) to attend meetings and expenses are covered.

NOTE: Finance and Audit Committee Terms of Reference under review.

See following page for the Finance and Audit Committee Terms of Reference

7646 – 8th Street N.E. Calgary, Alberta T2E 8X4 Tel: (403) 275-2083 Fax: (403) 275-2099 Toll-free: 1-877-909-2333 www.canadaid.ca

TERMS OF REFERENCE: FINANCE AND AUDIT COMMITTEE

Approved April 2, 2009

Overall Responsibility

The Finance and Audit Committee shall have the mandate to assist the Board of Directors in fulfilling its fiduciary responsibilities in regards to financial reporting, internal control systems, risk management, relationship with its auditors, accountability in program management, review financial targets and operating and capital budgets and recommending to the Board changes to financial policies and procedures.

Authority

CCIA Bylaws give the Board the authority to create any committee as it sees fit to assist and advise the Board of Directors

Membership and Meetings

Membership: There shall be a Finance and Audit Committee with three members selected and approved by the Board of Directors annually and supported by the CCIA management team.

Skills and Finance and Audit Committee members should have the skills Experience: and experience to fulfil the responsibilities or be ready and willing to

obtain the skills through appropriate training.

Chairperson: The Finance and Audit Committee shall be chaired by one of its members as selected by the Board of Directors.

Quorum: The presence of three committee members constitutes a quorum for a meeting of the committee

Advisors: When the Finance and Audit Committee believes that when the committee requires skills and experience not available from its members the committee may engage the required expertise with the approval of the Board of Directors.

Meetings: Committee meetings should be held at least quarterly in advance of but in conjunction with regularly scheduled board meetings to deal with matters of policy and operational items.


Terms of Reference: Finance and Audit Committee Approved April 2, 2009

Page 2 of 3

Conduct of Meetings may be held in person, by telephone conference Meetings: call or by an individual member participating by conference call.

Meeting An agenda of each meeting of the Finance and Audit Committee Agenda: will be distributed at least three days in advance of the meeting date

except in those instances where a more timely decision is required to ensure proper operations are maintained.

Minutes: Minutes are to be kept and tabled with the Board of Directors and included in the board binders.

Responsibilities and Duties

In compliance with the its Bylaws, the Board of Directors assigns the Finance and Audit Committee the following responsibilities and duties to be performed by the committee for and on behalf of the Board of Directors.

Finance:

• Review and recommend for Board approval financial policy and procedures as developed by management.

• Review and recommend for Board approval key financial targets and operating and capital budgets developed by management and prepared in accordance with the financial policy of CCIA.

Audit

• Review and recommend for board approval the annual audited financial statements.

• Monitor the operating budget results as reflected in the quarterly financial statements including explanation of variances and corrective actions as required.

• Review and recommend for Board approval the annual report to the membership including management discussion and analysis.

• Review and report to the Board of Directors quarterly, financial statements.

• Review and recommend to the Board of Directors for approval any changes in accounting policies.

• Ensure that CCIA has implemented appropriate systems to identify, monitor and mitigate significant controllable business risks.

• Recommend corporate auditor for Board approval to go before the annual general meeting of membership for approval.

Terms of Reference: Finance and Audit Committee Approved April 2, 2009

Page 3 of 3

• Ensure that the external auditor has ultimate accountability to the Board of Directors and the Audit Committee by reviewing and approving the auditors approach and scope for the annual audit and other examinations to be performed.

• Evaluate the effectiveness of the external auditor according to approved approach, scope and criteria.

• Ensure that management implements the approved audit recommendations.

Other

In addition to the responsibilities outlined in these terms of reference, the Board may assign other responsibilities to the Audit and Finance Committee.

Approved by CCIA Board of Directors – April 2, 2009

Revision History:

Rev. # Description Location Approved by: Date

1 Presented for approval --- CCIA BoD Apr. 2, 2009

1.0.1 Typos and formatting --- Jun. 17, 2013

1.0.2 Document Address Change Oct 20, 2015

1.0.3 Word change – “setting” to “review” Paragraph 1, Page 1 June 12, 2017

M:\CCIA BOARD\Committees\Finance and Audit Committee\Finance-and-Audit-Terms-of-Reference-Revised June 2017.docx



Board Development Committee Members are CCIA Board of Directors. CCIA Chair is a member of this committee.

Doug Sawyer, CCA (Committee Chair) Anne Brunet-Burgess, CCIA (GM)

Mark Elford, SSGA (CCIA Chair) Patt Evans, CCIA (Executive Assistant)

TBD Hina Thaker, CCIA (Legal Counsel)

TBD 1-2 positions available

Role: To ensure the Board of Directors fulfills its legal, ethical and functional responsibilities through adequate governance policy development, member representative appointment strategies, training programs, and monitoring of board and committee activities.

Per diems are available for committee members to attend meetings and expenses are covered. Meetings are generally planned to align with board meetings to reduce travel expenses.

NOTE: Board Development Committee Terms of Reference under review.

See following page for the Board Development Committee Terms of Reference


TERMS OF REFERENCE: BOARD DEVELOPMENT COMMITTEE

Approved April 7, 2011

Mandate

The mandate of the Board Development Committee is to ensure that the board fulfills its legal, ethical, and functional responsibilities through adequate governance policy development, member representative appointment strategies, training programs, and monitoring of board and committee activities.

Responsibilities

The Board Development Committee will ensure that the board of directors is able to govern the organization effectively through:

1. creation of governance policies and procedures; 2. developing an appointment strategy and criteria document for board members; 3. providing orientation and training programs for board members; and 4. developing a mentorship methodology for new board appointees.

Governance Policy Development The Board Development Committee will ensure that policies are created and periodically reviewed which define:

1. the roles and responsibilities of the board; 2. duties and responsibilities of directors and officers; 3. conflict of interest procedures; 4. criteria for appointments, selection, and removal of directors; and 5. management and oversight of the organizational by-laws

Recruitment & Selection

The Board Development Committee will ensure that:

1. the board does not fall below the number of directors required by the bylaws; 2. directors appointed to the board understand and agree with the mandate of the

organization and the code of ethics for directors; 3. directors appointed to the board understand and agree to the time and participation

requirements of board members; 4. directors appointed to the board understand and agree to the financial requirements of

board members; and 5. elections and appointments to the board comply with bylaws and other legal requirements.


TERMS OF REFERENCE: BOARD DEVELOPMENT COMMITTEE Approved April 7, 2011

Page 2 of 3

Education

The Board Development Committee will ensure that directors are able to discuss, debate, and plan the following from a basis of knowledge:

1. the organization’s mission, goals, objectives, programs and services; 2. the organization’s budget and financial statements; and 3. the roles, duties and responsibilities of the board, committees, individual directors, and the

Executive Director.

The Board Development Committee will ensure that the board, its committees, and its members are able to plan their activities with knowledge of the achievements, abilities, strengths, and limitations of current directors, staff, and volunteers.

The Board Development Committee will ensure that the board, its committees, and its members will receive annual board training.

Accountability

The Board Development Committee is accountable to the Board of Directors for the following tasks:

1. creation and annual review of a 3-5 year plan for board development based on the strategic plan and the annual board assessment;

2. annual assessment of the board’s strengths and weaknesses; 3. ongoing recruitment of members who can augment the strengths and build on the

weaknesses; 4. training, coaching, and mentoring for directors to develop their own skills as board

members; 5. monitoring the attendance and contribution of members; 6. drafting governance policies and budgets for board development.

Committee Membership

The Board Development Committee will consist of:

• no less than four (4) members, appointed by the Board of Directors and/or from the membership;

• the four members will consist of a Chair (selected by the Board of Directors), who will guide the efforts of the Committee, set meeting times, develop the Agenda for the meetings and circulate that Agenda in advance of the meetings and chair the meetings;

• an Executive Committee member;

• a senior board member; and

• other Board members, as per their interest and skills.

• Legal Counsel to act as advisor.

TERMS OF REFERENCE: BOARD DEVELOPMENT COMMITTEE Approved April 7, 2011

Page 3 of 3

Reporting

The Committee shall provide a report of its meetings and activities and all minutes of its meetings to the Board at least bi-annually at Board Meetings or as required.

Meetings

The Committee shall meet face to face or via teleconference at least quarterly or as needed with one mandatory face to face meeting annually.

Quorum

Quorum shall be at least three out of 4 (3/4) Committee members, voting and non-voting.

Attendance

Committee members are expected to attend all meetings, in person or by teleconference. If a member fails to attend 2 consecutive meeting without a good reason the member will be notified and asked to withdraw from the Committee.

Approved at CCIA Board of Directors Meeting on April 7, 2011

Revision History:


1 Present for approval --- CCIA BoD Apr. 7, 2011

1.0.1 Formatting --- Jun. 17, 2013

1.0.2 Document Address Change --- Oct 20, 2015

M:\CCIA BOARD\Committees\Board Development Committee\Terms of Reference\Board Development Committee Terms of Reference Approved Revised Oct 2015.docx



Technical Advisory Committee Members are CCIA Board of Directors, CCIA staff and government.

CCIA Board and Staff Industry

Mark Elford, SSGA (Committee Chair) Mac Cole, CMC

Anne Brunet-Burgess, CCIA (General Manager) Nigel Heywood, IT Consultant

Lyle Miller, ACFA Mark Klassen, CCA

TBD Bob Lowe, ABP

TBD Jean-Sébastien Roy, PBQ

Paul Laronde, CCIA (Tag & Technology Manager) Advisors

Eric Aubin, CFIA

Additional committee members will be filled upon recommendation of the Technical Advisory Committee as required.

Rick Frederickson, AF

Lucille McFadden, AAFC

Role: To provide a forum for discussion of technology and information management, and to make recommendations to the Board of Directors regarding changes or improvements that affect the CLTS and agricultural traceability in Canada.

Per diems are available for CCIA Board of Directors committee members to attend meetings and expenses are reimbursed. Terms of Reference indicates that meeting participants are to have expenses reimbursed for attending meetings.

NOTE: Technical Advisory Committee Terms of Reference under review.

See following page for the Technical Advisory Committee Terms of Reference


TERMS OF REFERENCE: TECHNICAL ADVISORY COMMITTEE

Approved August 7, 2009

1. Overview

a. The Technical Advisory Committee (TAC) of the Canadian Cattle Identification Agency (CCIA) is structured to provide a forum for discussion of technology and information management issues for changes or improvements that affect the Canadian Livestock Tracking System (CLTS) and agricultural traceability in Canada and to make recommendations to address those issues to the Board of Directors.

b. The Board of Directors will be requested to approve the recommendations and forward them to Management for follow up and an action plan. The TAC can be used as an advisory body to Management in relation to the follow up and action planning.

2. Mandate and Goals

a. The TAC has received its mandate from the Board of Directors of the CCIA (Board resolution dated: August 7, 2009) to operate under the Bylaws and Letters Patent of the CCIA.

b. The goals of the TAC are to:

i. Assist CCIA in ensuring that the CLTS and technology utilized to support traceability are as efficient and effective as possible in support of agricultural traceability in Canada; and

ii. Provide appropriate advice and recommendations to the Board of Directors on actions or specific directions related to the CLTS, technology, and information management to the Board of Directors of the CCIA in order to provide direction to management on the issues needing to be addressed.

3. Background

a. It is intended to be a body with membership representing various sectors and groups dealing with technology and information management as it relates to the agriculture industry and traceability, with particular emphasis on the livestock and poultry sectors.

4. Membership

a. Having the support of the members is considered a key due to the open and collaborative nature needed for successful dialogue.

b. Membership in the TAC is by invitation only and at the discretion of the CCIA with the support of the majority of the members of the committee.


Terms of Reference: Technical Advisory Committee Approved August 7, 2009

Page 2 of 3

c. Unless otherwise approved by the Board of Directors, the TAC will consist of up to sixteen members.

d. Membership is to be 12 representatives from external organizations, with 2 CCIA Board members and 2 CCIA staff members.

5. Chair

a. The Chair of this committee is a member of the Board of Directors and is appointed annually at the Annual General Meeting during the election of Board officers.

6. Meetings

a. Meetings of the TAC will normally be held quarterly and in advance of regularly scheduled CCIA Board of Directors Meetings.

b. Meetings can be held either in person or by conference call, with agendas published in advance and supporting information distributed in advance for preparation by the Committee Members.

7. Expectations and Responsibilities

a. Members are expected to attend as regularly as possible, recognizing that they have other commitments which may prevent this.

b. Members are expected to come to the discussions with the intent to be open and collaborative in the discussions with other members of the committee.

c. Verbal and / or physical abuse of other committee members will not be tolerated and will result in the removal of the instigating party from the committee by the Board of Directors of the CCIA, based on the recommendation of the Chair of the TAC. Once removal is approved by the Board there is no recourse or appeal due to the nature of the committee and its mandate.

d. There are some aspects of the discussion which may be confidential or potentially divulge proprietary information as it relates to either CCIA or others in its nature. In order to deal with these issues appropriately and maintain an open dialogue there are options to be utilized:

i. the portion of the discussion will be conducted “in camera” and no notes taken; or

ii. non-disclosure agreements will be signed for those portions of the agenda and discussion; or

iii. in the event the above are not acceptable to organizations or members, the participants will be invited to only meetings where the agenda warrants their participation for a full discussion of the issues.

8. Administration

a. The budget for the committee will be established annually as part of the annual CCIA budgeting process and approved by the Board of Directors.

b. Meeting organization and administrative support is the responsibility of the CCIA.

Terms of Reference: Technical Advisory Committee Approved August 7, 2009

Page 3 of 3

c. Agendas and supporting information will be provided to members a minimum of one (1) week in advance unless the information to be discussed is of a confidential or proprietary nature that may compromised by external distribution in advance.

d. The Chair is responsible for determining the meeting dates, organization of the agenda, and coordinating with CCIA staff for logistical and planning support.

e. Recommendations and approved minutes of the TAC will be provided to the Board of Directors at regularly scheduled Board meetings by the Chair, or in their absence the Executive Director, with the results communicated back to the TAC not later than the next scheduled TAC meeting.

9. Expenses

a. The CCIA will cover reasonable and appropriate travel expenses incurred by meeting participants based on CCIA travel policy and procedures.

b. Participants who are:

i. Driving to meetings will be paid mileage based on the CRA posted rate.

ii. Flying to meetings should have their air travel booked and paid for by CCIA staff or designated travel agency and at economy rates. Business class travel will be reimbursed at the economy rate for that flight.

iii. Staying overnight and requiring a hotel room should have the reservation booked by CCIA staff or designated travel agency with the room to be regular business- class accommodation.

Approved at the Board of Directors Meeting August 7, 2009

Revision History:


1 Presented for approval --- CCIA BoD Aug. 7, 2009

1.1 Updated --- Sep. 21, 2012

1.1.1 Formatting --- Jun. 17, 2013


M:\CCIA BOARD\Committees\Technical Advisory Committee\Technical-Committee-Meetings\TAC- Terms-of-Reference-Board-Approved-20090807-Revised June 2013.docx


1.4 INTERNAL COMMITTEES

1.4 Internal Committees

Communications Committee Members are CCIA Board of Directors and CCIA staff. CCIA Chair invited to meetings.

Ivan Johnson, MBC (Committee Chair) TBD

Sid Atkinson, DFC Anne Brunet-Burgess, CCIA (General Manager)

Reg Schellenberg, CCA Kori Maki-Adair, CCIA (Communications Manager)

TBD

Role: To provide a forum for direction to the communications department. The committee will advise and direct the department on the promotion of CCIA and assist in developing communications strategies for CCIA. This committee makes recommendations to the Board of Directors regarding budget approval and the delivery of key communications items to producers, industry, media and governments.


NOTE: Communications Committee Terms of Reference under review.

See following page for the Communications Committee Terms of Reference


TERMS OF REFERENCE: COMMUNICATIONS COMMITTEE

Approved August 26, 2010

1) Overview

i) The Communications Committee (CC) of the Canadian Cattle Identification Agency (CCIA) is structured to provide a forum for direction to the Communications department. The committee will advise and direct the department on the Promotion of CCIA and assist in developing communication strategies for CCIA. This Committee will make recommendations to the Board of Directors regarding budget approval and the delivery of key communication items to producers, industry, media and government.

ii) The Board of Directors will be requested to approve the recommendations and forward them to Management for follow up and an action plan. The CC can be used as an advisory body to Management in relation to the follow up, action planning and program performance review.

2) Mandate and Goals

i) The Communications Committee has received its mandate from the Board of Directors of the CCIA to operate under the Bylaws and Letters Patent of the CCIA.

ii) The goals of the Communications Committee are to:

(a) Assist CCIA in ensuring that information from CCIA is distributed and delivered to industry stakeholders and media in an accurate, timely and cost effective manner.

(b) To Assist CCIA in Promoting CCIA and its services to industry stakeholders and Government on a Provincial, National and International level.

(c) To Assist CCIA in identifying target groups for communication purposes both regionally and nationally.

(d) Provide appropriate advice and recommendations to the Board of Directors on actions or specific directions related to the Communications department. This could include budget information, delivery method for communicates, and media events.

(e) Assist CCIA in evaluating media and promotional programs developed and delivered by the Communications Department. These evaluations will deal


Terms of Reference: Communications Committee Approved August 26, 2010

Page 2 of 4

with effectiveness of the program and the cost/benefit analysis be used by management and the Board of Directors when approving future programs.

(f) The CC will report to the Board of Directors of the CCIA in order for the Board to provide direction to management on the issues needing to be addressed.

3) Background

4) Membership

i) The membership of this committee will be made up from the Board of Directors.

ii) Having the support of the members is considered a key due to the open and collaborative nature needed for successful dialogue.

iii) Membership in the CC is by appointment of the CCIA Board of Directors. The membership will be reviewed annually at the CCIA Annual meeting with the appropriate appointments made at that time.

iv) Upon the request of the CC and with the approval of the CCIA executive interim members may be added if needed.

v) The Communications Committee will consist of a maximum 5 members and no less than three members.

vi) The Chair of this committee is a member of the Board of Directors and is appointed annually at the Annual General Meeting during the election of Board officers.

5) Meetings

i) Meetings of the CC if required will normally be held quarterly and in advance of regularly scheduled CCIA Board of Directors Meetings.

ii) Meetings can be held either in person or by conference call, with agendas published in advance and supporting information distributed in advance for preparation by the Committee Members.

iii) CCIA staff will be at the disposal of the CC to use as a resource to assist operating the committee, conducting meetings and developing presentations.

6) Expectations and Responsibilities

i) Members are expected to attend as regularly as possible, recognizing that they have other commitments which may prevent this.


Page 3 of 4

ii) Members are expected to come to the discussions well prepared, with the intent to be open and collaborative in the discussions with other members of the committee.

iii) Members are expected to respond to information or opinion requests from the Committee, Management or the Department within 3 working days. An extension maybe requested by any of the above parties if more time is required to clarify information. E mail would be the preferred method.

iv) There are some aspects of the discussion which may be confidential; members of the committee will be governed by the confidentially agreements and by-laws of CCIA.

v) In the event the committee decides that skills are required that are beyond their expertise, they may engage outside resources. This would require the approval of the CCIA executive.

7) Administration

i) The budget for the committee will be established annually as part of the annual CCIA budgeting process and approved by the Board of Directors.

ii) Meeting organization and administrative support is the responsibility of the CCIA.

iii) Agendas and supporting information will be provided to members a minimum of one (1) week in advance unless the information to be discussed is of a confidential or proprietary nature that may compromised by external distribution in advance.

iv) The Chair is responsible for determining the meeting dates, organization of the agenda, and coordinating with CCIA staff for logistical and planning support.

v) Recommendations and approved minutes of the CC will be provided to the Board of Directors at regularly scheduled Board meetings by the Chair, or in their absence the Executive Director, with the results communicated back to the CC not later than the next scheduled CC meeting.

8) Expenses

i) The CCIA will cover reasonable and appropriate travel expenses incurred by meeting participants based on CCIA travel policy and procedures.

ii) Participants who are:

(a) Driving to meetings will be paid mileage based on the CRA posted rate.

(b) When flying to meetings members should have their air travel booked as far in advance as possible, if an effort to obtain the best rate.


Page 4 of 4

(c) Hotels, meals and miscellaneous expenses will be covered under the CCIA travel policy.

(d) Expenses should be submitted to CCIA office on a monthly basis on the proper forms. Expenses that are over 90 days may not be eligible for reimbursement.

Approved at CCIA Board of Directors Meeting on August 26, 2010

Revision History:


1 Present for approval --- CCIA BoD Aug. 26, 2010

1.0.1 Typos and formatting --- Jun. 17, 2013


M:\CCIA BOARD\Committees\Communications Committee\Communications Committee Terms of Reference Revised Oct 2015.docx


1.4 INTERNAL COMMITTEES

Human Resources Committee Members are CCIA Board of Directors and CCIA staff. CCIA Chair invited to meetings.

Dan Gillis, CMC (Committee Chair) TBD

Larry Gerelus, MBP Mark Elford, CCIA Chair

Lyle Miller, ACFA Anne Brunet-Burgess, CCIA (General Manager)

Role: To review and recommend to the Board of Directors for approval human resource policy and changes to the human resource policy to ensure that staffing requirements successfully support the operations of CCIA and when appropriate provide information and recommendations to the Board of Directors regarding employee compensation and performance evaluation.


NOTE: Human Resources Committee Terms of Reference under review.

See following page for the Human Resources Committee Terms of Reference


CHARTER: CCIA HUMAN RESOURCE COMMITTEE

Approved December 13, 2011

Overall Responsibility

The Human Resource Committee of the Board of Directors shall have the mandate to review and recommend to the Board of Directors for approval changes to the personnel policy to ensure that efficient human resources are made available for the operations of CCIA and when appropriate provide information and recommendations to the Board of Directors regarding personnel policy and expenditures.

Authority

Section 37 of the CCIA Bylaws gives the Board the authority to “from time to time constitute such committees as it deems necessary and shall prescribe their duties.”

Membership and Meetings

Membership: There shall be a Human Resource Committee with at least three members who are selected and approved by the Board of Directors.

Skills and Human Resource Committee members should have the skills and Experience: experience to fulfil the responsibilities or be ready and willing to obtain the skills

through appropriate information and/or training.

Chairperson: The Human Resource Committee shall be chaired by one of its members as selected by the other members of the committee and approved by the Board.

Quorum: The presence of a majority of the committee members constitutes a quorum for a meeting of the committee.

Advisors: When the Human Resource Committee believes that there are skills and experience required by the committee but not available from its members, the committee may engage the required expertise.

Meetings: Committee meetings should be held at least twice a year to deal with matters of policy and where practical committee meetings should be held in conjunction with but prior to regular scheduled Board of Directors meeting. Meetings pertaining to human resource issues may be held at any time at the call of the Chairperson.



Page 2 of 3

Conduct of Meetings may be held in person, by telephone conference or telephone call Meetings: or by any individual member participating by conference call.

Meeting An agenda of each meeting of the Human Resource committee will be Agenda: distributed at least three days in advance of the meeting date except in those

instances where a more timely decision is required to ensure proper human resources are maintained.

Responsibilities and Duties The Board of Directors assigns the Human Resource Committee the following responsibility and duties to be performed by the committee for and on behalf of the Board of Directors. Review and amend existing personnel policy at the request of the General Manager or the Board of Directors to meet changing requirements of the corporation. More specifically the Human Resource Committee will:

Staff

• Review and recommend CCIA’s Organizational Chart for Board approval.

• Review and recommend CCIA’s Personnel Management Policies for Board approval.

• Ensure that there are current job descriptions for all positions at CCIA.

• Ensure that there is a process in place to complete at least annually performance reviews for all staff.

• Review and recommend for Board approval in the annual budget performance levels and compensation for CCIA staff.

• Review and recommend to the Board for approval a benefits package for the employees that is to be included in the annual budget.

• Ensure that all appeals and grievances are handled in accordance with the Personnel Management Policy.

Management

• Review and recommend to the Board approval of the General Manager’s job description.

• Assist the Chair as required to complete annual performance evaluation of the General Manager.

• Ensure the Board Chair has established performance targets and compensation levels for the General Manager.

• Review and recommend to the Board approval of CCIA’s succession plan.

• Assist the Chair as required in preparing the General Manager’s professional development plan.


Page 3 of 3

Administration

The CCIA Board is responsible for the content of this procedure and for providing expert advice to the users.

Approved at CCIA Board of Directors Meeting on December 13, 2011.

Revision History:


1 Presented for approval --- CCIA BoD Dec 13, 2011

1.1 Revisions by Patt Evans --- HR Committee Aug. 23, 2012

1.1.1 Formatting --- Jun. 17, 2013

1.2 Revisions from T Kremeniuk received April 2013 inserted by C Collins

Responsibilities and Duties for Staff and Management

Aug. 29, 2013

1.3 Document Address Change --- Oct 20, 2015

M:\CCIA BOARD\Committees\Human Resources Committee\Terms of Reference\CCIA Human Resources Committee Charter APPROVED Dec 13 2011 Revised Oct 2015.docx


1.5 EXTERNAL COMMITTEES

1.5 External Committees

Industry Government Advisory Committee (IGAC)

Mark Elford, SSGA (CCIA Chair)

Role: To be the forum for industry and governments to collaborate on the development and implementation of the livestock and poultry components of a national agriculture and food traceability system.

CCIA is a participant of the IGAC committee and sends a representative on its behalf. IGAC is a consultative body made up of industry representatives from many sectors as well as the federal and provincial governments. There are currently a number of work groups focused on finding acceptable solutions for traceability issues such as information and cost sharing.

If a member of CCIA’s board attends this meeting on behalf of CCIA a per diem is available.


1.5 EXTERNAL COMMITTEES

Cattle Implementation Plan Steering Committee Active CIP Committee Members appointed to research projects.

CCIA Board and Staff Industry

Mark Elford, SSGA (CCIA Chair) Rob Bergevin, LMAC

Pat Hayes, CCA (CCIA Vice Chair) Jill Harvie, CCA

Reg Schellenberg, CCA Ken Perlich, LMAC

Anne Brunet-Burgess, CCIA GM Steve Primrose, CLDA (Committee Chair)

Rick Wright, LMAC

Role: Working collaboratively with industry and governments, this committee’s role is to identify the research projects and issues in implementing traceability in the cattle industry.

Per diems are available for CCIA Board of Directors committee members to attend meetings and in the past half of the expenses were covered by CCIA and the other half by AAFC.




Calgary Office Management Team

The Canadian Cattle Agency Identification Agency (CClA) was formed in 1998 as a national organization dedicated to the implementation of technologies and services supporting Canada's cattle identification and tracking system. CCIA has grown in complexity and scope since its inception. The new management team is as follows:

Anne Brunet-Burgess – General Manager Anne attended McGill University’s Farm Management Program and began her career in the beef industry immediately after graduation. She held positions in the fields of cattle genetics, marketing, customer service and sales. In 2008, Anne took over the General Manager role at the Canadian Limousin Association, a position she held until she joined the CCIA team on June 1, 2015.

This Quebec native describes herself as a passionate agriculture advocate with a special interest for cattle and horses. Anne and her husband Wayne live in the small town of Carstairs but own a small herd of purebred beef cattle currently under management at a partner’s property in Ontario.

Hina Thaker – Legal Counsel Hina comes from a legal practice background of privacy, labour and employment and human rights law. She has experience in both the private and public sectors as well as not-for-profit organizations. Her previous roles included in-house counsel for the Calgary Police Service and Associate at Fasken Martineau DuMoulin. Hina has been practicing for eight years and has gained Board of Director experience throughout the last seven years. Hina has been with CCIA since September 2008.



Paul Laronde Tags and Technology Manager Paul was recruited by CCIA to become the Tag and Technology Manager in 2009. He has held a number of management roles with various technology companies within the animal identification business for over fifteen years. Paul brings with him many positive relationships with industry, government and producers that he has earned along the way. Paul's expertise extends beyond technology to experience in traceability, marketing, logistics, animal health and business management.

Waseem Rehman – IT Manager Waseem has over 10 years of experience working collaboratively with different employers and specialized in transitional project management, service and delivery improvement projects and software development projects. Waseem's background includes design, development, quality assurance, process development, mentorship, project and program management. His major focus is in the application of project and program management processes and teaching the discipline to others.

Waseem demonstrates a high level of professionalism, commitment to continuous learning and leadership, strong communication, facilitation and negotiation skills.

Kori Maki-Adair Communications Manager Drawing on more than a decade of online, government, community and media relations experience in the specialty of science and technology, Kori provides leadership and direction for the full scope of communications practice for the Agency. Though her background in supporting high performance teams that share values and provide essential services to Canadians is critical in this role, Kori prizes her collaborative team’s knowledge, experience and people as her most valuable assets for maximizing success.



CCIA Organization Chart


1.7 CCIA Telephone Directory

1.7 CCIA Telephone Directory CCIA Main Office EXT DIRECT LINE CELL FAX EMAIL

Anne Brunet-Burgess General Manager 216 403-476-1995 403-701-7623 403-275-2099 [email protected]

Meredith Anderson CSR 212 403-476-1985 403-275-1668 [email protected]

Numair Arif Java Developer 208 403-476-1981 403-275-1668 [email protected]

Dianne Berreth CSR - Team Lead 207 403-476-1989 403-275-1668 [email protected]

Asim Baig System Consultant 222 403-476-1980 403-275-1668 [email protected]

Riley Colten CSR 202 403-476-1988 403-275-1668 [email protected]

Sherri Demets CSR 204 403-476-1978 403-275-1668 [email protected]

Tracey Ennis Administrative Assistant 210 403-476-1983 403-275-2099 [email protected]

Patt Evans Executive Assistant 215 403-476-1987 403-275-2099 [email protected]

Wei Gao Java Developer 243 403-476-1990 403-462-3309 403-275-1668 [email protected]

Jordan Hannah CSR 218 403-476-1982 403-275-1668 [email protected]

Paul Laronde Tag & Technology Manager 222 519-884-7598 519-998-3476 519-884-0663 [email protected]

Kori Maki-Adair Communications Manager 211 403-476-1984 403-703-5575 403-275-2099 [email protected]

Kelly McLaren Accounting/Ops Assistant 205 403-476-1979 403-275-2099 [email protected]

Bena Patel Finance Manager 219 403-476-1997 587-583-9135 403-275-2099 [email protected]

Attaur Rehman Quality Assurance Analyst 206 403-476-1976 403-275-1668 [email protected]

Waseem Rehman IT Manager 220 403-476-1994 403-861-1787 403-275-1668 [email protected]

Zonita Salazar Administrative Assistant 213 403-476-1977 403-275-2099 [email protected]

Aimee Sutherland CSR 217 403-476-1996 403-275-1668 [email protected]

Jenn Taplin Field Specialist Supervisor/ Data Reporting Analyst

265 587-888-1766 403-275-1668 [email protected]

Hina Thaker Legal Counsel 214 403-476-1986 403-808-3881 403-275-2099 [email protected]

David Wang IT Support Specialist 235 403-476-1992 403-275-2099 [email protected]

FIELD SPECIALISTS

Lisa Pawlick Field Specialist 263 403-801-7217 855-631-0596 [email protected]

Jody Scheirlinck Field Specialist 264 403-990-1371 866-246-6147 [email protected]

Main Office Location: 7646 - 8 Street N.E., Calgary, AB T2E 8X4

Phone: 403-275-2083 or 1-877-909-2333

INFORMATION: [email protected]

TAG ORDER DESK: [email protected]

TAG DEALER REGISTRY: [email protected]

FIELD SPECIALISTS: [email protected] Updated July 24, 2018
































PROPOSED ANNUAL BUDGET

OPERATIONS and BUSINESS DEVELOPMENTS FOR THE YEAR ENDED DECEMBER 31, 2018

NO

TE

S

2018 2017 2016 2015

Annual Budget Annual Budget 2017-09-30 Annual Budget 2016-12-31 2015-12-31l

BUSINESS PLAN OPERATIONS

Revenue

1 Tag Sales - Cattle - 2,275,000 2,021,580 2,350,000 2,220,105 2,139,375

2 Tag Sales - Sheep/Bison/Dairy - 39,000 57,043 50,000 66,747 66,900

3 Tag Distribution - 730,000 685,125 775,000 819,154 738,438

4 Interest Income - 40,000 40,481 40,000 55,415 46,694

5 Admin/Data Mgmt. Revenue - 17,892 14,272 17,892 16,859 171,295

6 Tag Registry - 123,000 13,830 100,000 6,045 132,365

Total Revenue - 3,224,892 2,832,331 3,332,892 3,184,325 3,295,067

Expenses

7 Salaries 170,000 1,380,000 1,013,969 1,300,000 1,252,698 1,211,554

8 Govt Benefits 9,000 71,000 55,514 70,000 65,269 64,874

9 Company Benefits 16,000 190,000 100,251 120,000 112,125 97,445

10 Workers' compensation - 2,400 661 2,400 2,293 (257)

11 Contract Employees - 158,200 131,914 181,163 222,435 170,250

12 Rent - 242,400 168,764 216,480 240,549 282,067

13 Office Supplies - 27,000 18,151 25,000 22,368 116,749

14 Phone/Fax - 27,400 19,241 27,400 20,719 27,498

15 Postage & Shipping 52,500 20,400 17,257 17,850 26,396 16,341

16 Travel 120,000 170,415 66,702 140,000 95,240 63,267

17 Training & Resources - 44,380 10,888 39,500 9,740 40,951

18 Board/Mtng/Per Diem Exp - 132,500 40,948 160,000 137,288 133,972

19 Audit Fees - 70,000 98,260 80,000 62,199 87,766

20 Legal Fees - Outside Counsel - 10,000 477 10,000 2,946 4,997

21 Depreciation - 215,060 8,579 12,000 12,801 21,801

22 Insurance - 20,000 13,259 25,000 19,631 19,540

23 Bank Service Charges - 7,650 5,923 6,000 5,170 7,331

24 Communications 643,032 142,777 151,051 334,275 243,869 137,582

25 IS Support & Maintenance - 395,414 260,354 390,372 369,251 371,165

26 CLTS Enhancements 450,000 - - - - -

27 Hardware 35,000 - - - 8,500 -

28 Tag Reg Review (Travel) - 28,000 - 48,000 3,821 -

29 Tag Return & Review - 22,500 4,307 40,000 - 1,414

30 Project Expenses R&D Cluster - - - 15,000 - -

31 CCIA Contribution to Funded Projects 100,000 - 11,334 25,000 22,820 40,788

Total Expenses (less non-cash items) 1,595,532 3,162,436 2,189,225 3,273,440 2,945,327 2,895,294

TOTAL SURPLUS (DEFICIT) (1,595,532) 62,456 643,106 59,453 238,998 399,773

Provincial Government Credits

32 AARD / AAF - Salaries - - - - - 69,399

33 AARD / AAF - Management Fees - 37,500 112,500 150,000 150,000 150,000

Total Credits - 37,500 112,500 150,000 150,000 219,399

NET SURPLUS (DEFICIT) (1,595,532) 99,956 755,606 209,453 388,998 619,172



NOTES – 2018 ANNUAL BUDGET CONFIDENTIAL

General Note: The budget is presented in two sections; operations and business development. The development side as suggested by the Finance and Audit Committee. The amount showed on the development side is within the business plan ranges that were approved in 2016.

NOTE per line item

1 Tag sales revenues were modelled based on the last three years of sales data, up to September 30, 2017. All four revenue streams were analyzed for risk and after allowances for those risks a 10% reduction was added to ensure a conservative prediction.

2 Revenues are expected to be less as sheep and dairy intent to become their own administrator.

3 Tag distribution revenues were modelled based on the estimated number of allocations for 2017 with an average tag cost calculated, based data up to September 30, 2017. A conservative remittance ratio was applied to determine potential CCIA revenue # of tags allocated x $ average sales price per tag x % margin remitted to CCIA This calculation only includes CCIA approved RFID tags.

6 Tag dealer registry fees collected are deferred until they are used directly on tag dealer inventory reviews. As such the $123,000 in revenue represents the cash to be collected, but not the amount that will be declared. It is anticipated that the total recognized by the end of the year will be $103,000.

7 Salaries and benefits were calculated based on current staffing activity in October with considerations for increases in 2018. Government benefits were calculated using estimated EI and CPP rates while corporate benefits were reviewed and updated based on the new service providers expected changes. Not all employees are utilizing the RRSP matching policy. A 3% increase was estimated based on previous period.

9 Benefits are budgeted considering 100% uptake by staff.

11 Contract employee expenses were created based on each department’s requirements. In addition to the Finance Manager, there are a number of IT/CLTS projects which requires additional personnel to accomplish.

13 Office expenses and postage are based on historical amounts and considerations for planned mailouts and documentation required to support increased activities.

16 Travel costs were determined by an analysis of specific event attendance and an allowance for both the social activities and expected travel required during the year.

17 Training and resources funds were requested to maintain professional accreditations as well as to develop CCIA employees to expand current skillsets or maintain working knowledge of updated systems.

18 Board costs are anticipated based on the expected number of meetings of the board and all committees, with all the costs associated with member attendance.

19 Audit fees are based on the expected costs of the CCIA audit as well as the audits required by CFIA per the MOU. For 2018 the plan is to do reviews for the CFIA portions.

24 Communications expenses were developed on specific events and costs to meet CCIA's mandate in both communication and education provided to stakeholders as well as to inform potential customers about the tag web store, nationally.

26 IT has identified several capital systems in CCIA infrastructure to replace/update in 2018. It is expected that these costs will be capital in nature.

33 The Alberta Agriculture and Forestry Mobile Field Representative project ends March 31, 2018. Negotiations are ongoing. Funds received represent expected administrative fees collectable up to March 31, 2018.

2018 CCIA BOARD MANUAL SECTION 2: DIRECTORS’ RESPONSIBILITIES


Directors’ Responsibilities The role of the Board of Directors is to act as the strategic policy making body of CCIA. The Board of

Directors has an ongoing responsibility to maintain a consensus approach to decision making on

policy matters. The role of staff is to implement the strategic policy decisions made to the best of

their abilities and within the resources available to CCIA. Policy and strategic direction are the

responsibility of the board, while the operational detail is the responsibility of the staff.


The principal responsibilities of the CCIA Board of Directors are to:

• provide their leadership, skills and knowledge to assist the CCIA board to make timely and informed decisions that will allow CCIA to be as successful as it can be in achieving its mission and vision;

• ensure adherence to CCIA’s policies, strategic plan and bylaws;

• ensure that CCIA’s finances are in order;

• ensure the best individual is hired to provide leadership in a General Manager capacity and to support that individual in his or her responsibility to implement decisions of the board; and

Report back to their Member Organization on CCIA activities while respecting confidential discussions.


CCIA Board of Directors are expected to:

• attend board meetings in-person and conference calls as scheduled;

• be adequately prepared to participate in deliberations regarding various matters before the board;

• make informed and timely decisions regarding policy matters, strategic direction, and CCIA’s position on issues and ensure CCIA’s policies, strategic plan and bylaws are followed; ensure CCIA’s finances are in order; to the extent practical, seek consensus in decision making, while appreciating that full consensus on all policy matters may not be achieved and that, once made, a decision of the group must be supported by all board members even though the individual may not personally agree with that decision; and

• be prepared to chair or participate as a member of committees, task forces or advisory groups

that may be formed as needed to achieve CCIA’s objectives and to ensure open and accurate

communications between the committee, task force or advisory group and the Board of

Directors.

- Directors are asked to participate in a CCIA Board of Directors Skills Survey to help facilitate

committee involvement. (Skills Survey CLICK HERE)



ADDITIONAL INFORMATION

• A representative is entitled to a maximum of twelve (12) one-year terms on the CCIA Board.

• Directors are paid a per diem and travel costs are covered to attend board and committee meetings. (for more information CLICK HERE)

- Per Diem and Expense form (CLICK HERE)

- Board Member CPP Deductions Fillable Form (CLICK HERE)

• Each Director is asked to sign and adhere to the following policy documents annually:

- Consent to Act as a Director In the capacity of a CCIA Director they agree to act in the best interests of CCIA. (for more information CLICK HERE)

- Model Consent Form (for more information CLICK HERE)

- CCIA Code of Ethics for Members of the Board (for more information CLICK HERE)

- Conflict of Interest Policy for Board of Directors (for more information CLICK HERE)

7646 - 8th St. NE, Calgary, Alberta T2E 8X4 403-275-2083 F 403-275-2099

TF 1-877-909-2333 ~ www.canadaid.ca

CONSENT TO ACT AS A DIRECTOR

I hereby consent to act as a Director of the Canadian Cattle Identification Agency (CCIA). I consent to act in the best interests of the CCIA at all times while acting in my capacity as a Director of the CCIA.

I have reviewed, understand, and agree to comply with the provisions of the by-laws of the CCIA and to all of the policies and procedures that are applicable to the Directors including, but not limited to, the Code of Ethics, all of which were provided to me in the Board Manual, which may be updated from time to time.

These consents shall continue in effect from year to year so long as I am appointed to the Board, but in the event that I revoke the same or resign from the Board, these consents shall cease to have effect from the effective date of such revocation or resignation.

I hereby certify that I am a resident Canadian, and agree to advise the Corporation forthwith upon my ceasing to be a resident Canadian.

I, ___________________________________________________________________________ (Name in full)

Residing at:___________________________________________________________________

____________________________________________________________________________ (Mailing Address)

Consent to act as a Director of the Canadian Cattle Identification Agency.

Dated at __________________, ________________, this _____ day of __________, ________ (City) (Province) (date) (month) (year)

_____________________________________ (Name of consenting person – Please Print)

_____________________________________ (Signature of consenting person)

* File in the Office of Legal Counsel

pevans

Typewritten Text

CLICK HERE TO OPEN FILLABLE FORM

http://support.canadaid.ca/wp-content/uploads/2018/Consent_to_Act_Director.pdf

Model Consent Form

7646 – 8 Street N.E. Calgary, Alberta T2E 8X4 Tel: (403) 275-2083 Fax: (403) 275-1668 Toll-free: 1-877-909-2333 www.canadaid.ca

I, , (please print first and last name)

understand I will or have been videotaped or photographed by Canadian Cattle

Identification Agency (CCIA). This footage (these pictures) may be used in

educational materials or for the promotion of industry or product.

I hold no right to charge for my appearance in CCIA-produced communications

materials and give my consent to the organization’s use of this footage at CCIA’s

discretion.

I hereby consent to CCIA’s use and disclosure of this footage/images for the

purposes stated above.

Name of model:

(please print first and last name)

Signature of model:

Date: yyyy-mm-dd (e.g., 2016-08-25)


pevans

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http://support.canadaid.ca/wp-content/uploads/2018/Model_Consent_Form.pdf


February 7, 2017 Board of Directors Per Diems, Honorariums, Expenses and Reporting Amended November 1, 2016

1. Board members are paid a per diem to attend board meetings and participate in committee meetings. (See Chart Below)

2. Travel time is prorated (ONLY claimed if travel expenses are NOT claimed as an expense) based on $200 per day.

3. Travel expenses to attend board meetings and committee meetings are paid by CCIA unless the committee has arrangements from an outside source to pay travel expenses. (ie: CIP Committee)

4. Travel expenses are required to be submitted within 30 days of the attended event. Original receipts are required. Notification of outside reimbursement percentages are also required. Adherence to this request helps in tracking these expenses against budget objectives. In order to satisfy accounting audit requirements Expenses must be claimed no later than 30 days following the end of the calendar year.

5. Board members are required to file per diems within 30 days of the attended event. Adherence to this request helps in tracking these expenses against budget objectives. Advise Bena Patel, Finance Manager, if a per diem claim is not going to be submitted for an event.

6. An annual allowance of $50.00 is available for technology updates. If this claim is being made it should be made in the first quarter and added to the Per Diem Form. The technology update claim is optional and the onus is on the director to make this claim.

7. Per Diems, Honorariums and expenses are to be paid in a timely manner that coordinates with accounting activities.

Honorariums per Quarter

Chair $1875 Vice Chair $975 Finance and Audit Chair $975 Board and Committee Meetings Per Diems Executive Committee $225/day Committee Chairs $225/day Board Members $200/day Travel Time $200/day

Conference Calls – Per Diems Executive Committee First hour or portion of: $125 Each additional hour $50 (MAX $225)

Committee Chairs First hour or portion of: $125 Each additional hour $50 (MAX $225)

Board Members First hour or portion of: $100 Each additional hour $50 (MAX $200)

Name: Phone:

Address: CLICK HERE TO OPEN FORM

Date Descripton Total Tax GST Per Diem Transport Other Hotel Other Ck NetPlace/Detail Code kms @ 0.54 (air,bus,ferry, rental) Dgt of GST:

0.00 0.00 0.000.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 0.00 - 0.00 0.00 -

TOTAL 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

N/A 0GST only 2Meals 3

Signature:_____________________________________ Approved:________________________________Date: _________________________________________ Date: ____________________________________

I have completed and reviewed the expense claim and certify that the claim is for expenses incurred on behalf ofthe Canadain Cattle Identification Agency and are in accordance with the corporate policy.

Mileage Meals

Tax Codes

Office Use Only

support.canadaid.ca/wp-content/uploads/2018/ExpenseForm.xls

CONFIDENTIAL

Canada Pension Plan and Employment Insurance Deductions

on Per Diems and Honourariums

OFFICE USE ONLY File #: ________________

Member Organization

Commencement Date

Director Designation

Return the completed form to: Tracey Ennis, Canadian Cattle Identification Agency, 7646 – 8th Street NE, Calgary, Alberta T2E 8X4 OR Email an electronic file to: [email protected]

The personal information requested on this form will not be used for any purposes other than those stated upon this form unless the applicant provides express written consent or if it is otherwise required by law. As required by applicable privacy laws, all information provided will be maintained in a secure manner and confidentiality will be protected.

1. Personal Details

Family Name: Gender: Male Female

Given Name/s: Preferred Name: Date of Birth ____ / _____ / _____

DATE MONTH YEAR

Residential Address

Legal Land Description or County Address

Town Province Postal Code

Postal Address (If different to above)

Post Office Box / House Number and Street

Town Province Postal Code

Telephone: Home Phone

Mobile Phone

Social Insurance (SIN)

2. Direct Deposit Authorization (Please attach void cheque or letter of direct deposit from Financial Institution)

Institution Code (3 Digits)

Transit Number ( 5 Digits)

Account Number ( 11 or 12 Digits)

Name of Bank, Trust Company or Credit Union:

5. Declaration I declare that the information I have provided is true and correct.

Signature of Director

_____________________________________________________________

Date ______ / ______ / ______ DATE MONTH YEAR

M:\CCIA BOARD\Board Per Diems and Honourariums\CPP Deductions\Board Member CPP Deductions Form 2015 new address.docx

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M:\CCIA BOARD\Committees\Board Development Committee\2017 BDC\Skills Matrix for CCIA Board\CCIA Skills 2018 Survey.docx

Knowledge, Skills and Experience Survey

CCIA Board of Directors

FIRST NAME LAST NAME

ORGANIZATION (ABBREVIATION)

Number of Years on CCIA Board

Please indicate your knowledge, skills and experience for each category.

Advanced = 3 Intermediate = 2

Beginner = 1 None = 0

YOUR RATING

Accounting

Business Management

Finance

Human Resources Management

Board Governance

Strategic Planning

Ethics

Legal

Public Affairs/Communications

Stakeholder Engagement

Education

Government/Government Relations

Political Acumen

Information Technology

Animal Identification Technology

initiator:[email protected];wfState:distributed;wfType:email;workflowId:ac6bdd419388944e9382e42e297d4b3d

pevans

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http://support.canadaid.ca/wp-content/uploads/2018/Skill_Survey.pdf




CCIA Code of Ethics for Members of the Board

CCIA Conflict of Interest Policy for the Board of Directors

CCIA Whistleblower Policy

CCIA Corporate Signing Authority Matrix

CCIA Media Protocol

CCIA Logo Usage Guideline

Policy #: CCIA-09-LEG-POL-001 Revision #: 1 Prepared by: Hina A. Thaker

Effective Date: May 2009 Approved by: CCIA Board – May 8, 2009


CCIA CODE OF ETHICS FOR MEMBERS OF THE BOARD

The Canadian Cattle Identification Agency (CCIA) is a non-profit, industry led organization

established to promote and protect animal health and food safety concerns in the Canadian

cattle herd.

The purpose of this Code of Ethics is to ensure that Board Members of the CCIA act in the best

interests of CCIA, without being partial to any particular organization or their own personal

interests; devote to CCIA their loyalty and uncompromised integrity; and give the appearance as

well as the fact of such impartiality, devotion and integrity.

Board Members are responsible for reflecting on this Code with respect to their individual

situations and current duties, adhering to this Code while conducting their official duties, and

taking any questions about compliance to In-House Legal Counsel.

BACKGROUND

CCIA is committed to expanding programs to ensure CCIA meets the ever increasing consumer

demands as they relate to identification, tracking and traceability in Canada. Because CCIA

uses taxpayer dollars and is a highly visible organization, the appearance as well as the fact of

impartiality is important.

Accordingly, this Code seeks to provide clear and conservative guidance for those serving

CCIA. By acceptance of service with CCIA, each Board Member acknowledges these

responsibilities and agrees to regulate his or her conduct in a manner that assures CCIA of

loyalty and uncompromised integrity.

THE CODE

Board Members’ Fiduciary Duties

Members of the Board of Directors owe fiduciary duties to CCIA. The principal duties are the

duty of care, the duty of loyalty and the duty of candor.

CCIA CODE OF ETHICS FOR MEMBERS OF THE BOARD May 2009

Duty of Care

Board Members owe to CCIA, a duty to exercise reasonable care when making corporate

decisions and when performing their corporate responsibilities. Board Members are obligated to

perform their duties in good faith, in a manner reasonably believed to be in the best interests of

CCIA and with the care that an ordinarily prudent person would reasonably be expected to

exercise under similar circumstances. When making decisions, the duty of care requires Board

Members to put forth a good faith effort to inform themselves of all material information

reasonably available and to exercise appropriate judgment. The duty of care also requires

Directors to take adequate steps to see that the senior officers of CCIA are properly managing

CCIA’s business and affairs. This includes instituting:

a) information and reporting systems reasonably designed to provide them and senior management with timely and accurate information sufficient to allow them to reach informed judgments concerning CCIA’s performance, and

b) compliance policies reasonably designed to ensure that CCIA and its officers comply with laws applicable to CCIA.

Duty of Loyalty

The duty of loyalty is a Board Member’s duty not to benefit personally at the expense of CCIA.

In order for a Director to satisfy this obligation, the Director must not allow personal or partisan

political interest to prevail over the interests of CCIA. Furthermore, Board Members may not use

assets of CCIA (including information) for personal gain or to the detriment of CCIA.

Duty of Candor

The duty of candor requires that a Board Member disclose to the other Board Members all facts

of which the Board Member is aware that could be material to the Board’s consideration of the

matters before it. The duty of candor is of particular relevance in those instances in which the

Board Member has a conflict of interest or a potential conflict of interest regarding a matter

before the Board. Where there is such a conflict or potential conflict, the duty of candor requires

that the Board Member disclose the Board Member’s self-interest so that the disinterested

Board Members can make an informed decision.

Avoidance of Conflict of Interests

While it is recognized that Directors appointed to the Board of CCIA are to be representative of

many fields, Board Members will perform their CCIA duties in an objective manner so their

performance will not cause or create the appearance of a conflict of interest. Board Members

may not engage, directly or indirectly, in financial, business, trade or professional transactions

as a result of, or in primary reliance upon, information obtained through the discharge of the

corporate responsibilities.

Page 2 of 5


Invitation to Disclose Possible Conflicts of Interest

The agenda for every meeting of the Board of Directors of CCIA will include, immediately after

the approval of the agenda, an item entitled “Invitation to Disclose Possible Conflicts of Interest.”

This agenda item will consist of the Chairman’s oral invitation to Board Members to disclose any

conflicts of interest they believe they or other Board Members may have concerning any items

on the agenda.

Upon the disclosure by any Board Member of any such potential conflict of interest, the Board

shall satisfy itself that no Board Member will take any action during the deliberations of the

meeting that would give the appearance of a conflict of interest, and, if necessary, will recuse

himself or herself from the discussion and vote on the item in question.

Prohibition Against Use of Confidential and Non Public Information

No Director shall disclose to others, make personal use of, or permit others to make use of, any

information obtained as a result of his or her relationship with CCIA, which information is not

generally available to the public or is otherwise confidential, whether for direct personal gain or

for advice to others with whom he or she has family, business, financial, or professional ties.

Stewardship of CCIA Resources

In carrying out his or her duties as a member of the Board, each Board Member has an

obligation to protect and conserve Agency money, property and other resources by adhering to

policies adopted by the Board and procedures established by CCIA.

Campaign Contributions

No Board Member may, through any means whatsoever, make or be reimbursed for any

contributions to political parties or candidates for public office on behalf of CCIA. This

requirement does not preclude lawful individual contributions not reimbursed by CCIA.

Loss of Public Confidence

Beyond the specific policies above, each Director shall avoid any conduct that might result in

the loss of public confidence in CCIA’s programs and activities, the impairment of corporate

efficiency or economy, or might reasonably give the appearance of:

(i) the extension of preferential treatment to any person, group, organization, or other entity;

(ii) the compromise or loss of complete impartiality of judgment and action; or

(iii) the making or implementation of a corporate decision outside of standard corporate

policies and procedures.

Page 3 of 5


Violations

Apparent or alleged violations of this Code by any Director shall be referred to the Chair of the

Board of Directors who shall, after appropriate inquiry and investigation of the relevant facts,

communicate his findings and recommendations to the Board. If the Board concludes that a

Board Member has knowingly violated the Code, it may impose such disciplinary measures as

are appropriate and permissible under the circumstances, including but not limited to a

resolution of censure.

M:\BUSINESS MANAGEMENT\Policies and Procedures\CCIA Code of Ethics for Members of the Board.doc

Page 4 of 5


Page 5 of 5

SIGNATURE FORM CANADIAN CATTLE IDENTIFICATION AGENCY

CODE OF ETHICS & BUSINESS CONDUCT

I have received, read, understood, and promise to support the Code of Ethics for Board

Members of the Canadian Cattle Identification Agency.

Print Name

Signature Date

In-House Legal Counsel Date

Please fax the signed page to: (403) 275-2099 Attn: Legal Counsel

File in the Office of In-House Legal Counsel

pevans

Typewritten Text

CLICK HERE TO OPEN SIGNATURE SHEET

http://support.canadaid.ca/wp-content/uploads/2018/COE_Signature_Page.pdf


CCIA CONFLICT OF INTERESTS POLICY FOR THE BOARD OF DIRECTORS

Policy #: M-403 Prepared by: Finance & Audit Committee Approved by: CCIA Board Review Period: Prepared Date: 2011 Approval Date: 2011-Mar-03

The Canadian Cattle Identification Agency (CCIA) is a non-profit, industry led organization

established to promote and protect animal health and food safety concerns in the Canadian

cattle herd.

It is the duty of each member of CCIA’s Board of Directors to serve the Agency’s mission, and

not to advance his or her personal interests or those of other private parties. This conflict of

interests’ policy is intended to permit CCIA and its Board members to identify, evaluate, and

address any real, potential, or apparent conflicts of interests that might, in fact or in appearance,

call into question their duty of undivided loyalty to CCIA.

COVERED PERSONS This policy applies to all members of CCIA’s Board of Directors (“Covered Persons”). Each

Covered Person shall be required to acknowledge, not less than annually, that he or she has

read and is in compliance with this policy.

COVERED TRANSACTIONS This policy applies to all transactions between CCIA and a Covered Person, or between CCIA

and another party with which a Covered Person has a significant relationship (“Covered

Transactions”). A Covered Person is considered to have a significant relationship with another

party if:

(a) the other party is a member of the Covered Person’s family or household, including a spouse, parent, sibling, child, stepchild, grandparent, grandchild, great-grandchild, in-law, or domestic partner;

(b) the other party is an entity in which the Covered Person and/or a family member has, directly or indirectly, more than a 10% ownership interest; or

(c) the Covered Person and/or a family member is an officer, director, trustee, fiduciary, partner or employee of the other party.

CCIA CONFLICT OF INTERESTs POLICY FOR THE BOARD OF DIRECTORS

Page 2 of 4

A Covered Transaction also includes any other transaction in which there may be an actual or

perceived conflict of interest, including any transaction in which the interests of a Covered

Person may be seen as competing with the interests of CCIA.

DISCLOSURE, REFRAIN FROM INFLUENCE, AND RECUSAL When a Covered Person becomes aware of a proposed Covered Transaction, he or she has a

duty to take the following actions:

(a) immediately disclose the existence and circumstances of such Covered Transaction to the Chairman of the Board of Directors in writing;

(b) refrain from using his or her personal influence to encourage CCIA to enter into the Covered Transaction;

(c) remove himself or herself from participation in any discussions regarding the Covered Transaction with Directors, officers and employees of CCIA, whether formal or informal, or at meetings of the Board or its committees, except to respond to requests for information about the Covered Transaction; and

(d) recuse himself or herself from voting on the Covered Transaction or on any matter relating to or affected by it.

In order to assist CCIA in identifying potential Covered Transactions, each Covered Person

annually shall identify and report any Conflict of Interests to the Board, and shall update such

report as necessary to reflect changes during the course of the year. Conflicts reports shall be

available for inspection by any Board member, and may be reviewed by CCIA’s In-House-Legal

Counsel.

STANDARD FOR APPROVAL OF COVERED TRANSACTIONS CCIA may enter into a Covered Transaction where the Board determines, acting without the

participation or influence of the Covered Person and, if applicable, based on comparable market

data, that such transaction is fair, reasonable and in the best interest of CCIA. The Board shall

document the basis for this determination in the minutes of the meeting at which the Covered

Transaction is considered.

ADMINISTRATION OF POLICY This policy shall be administered by the Board Development Committee of the Board of

Directors, which shall be responsible for the following:

(a) reviewing reports regarding any Conflict of Interests;

(b) receiving disclosures of proposed Covered Transactions;

(c) reviewing proposed Covered Transactions to determine whether they meet the above-described standard;

CCIA CONFLICT OF INTERESTs POLICY FOR THE BOARD OF DIRECTORS

Page 3 of 4

(d) maintaining minutes and such other documentation as may be necessary and appropriate to document its review of Covered Transactions;

(e) reviewing the operation of this policy and recommending changes to the Board of Directors from time to time as it may deem appropriate; and

(f) addressing and making recommendations to the Board of Directors concerning the failure of any Covered Person to disclose any conflict of interests, or otherwise fail to comply with this policy.

Revision History: Revision # Revised by: Approved by: Approval Date: Next Review Date:

M:\BUSINESS MANAGEMENT\Policies and Procedures\M-403 CCIA Conflict of Interest Policy for the BOD (HAT).doc

CANADIAN CATTLE IDENTIFICATION AGENCY CONFLICT OF INTERESTS

Page 4 of 4

CANADIAN CATTLE IDENTIFICATION AGENCY CONFLICT OF INTERESTS

________________________________ Print Name

________________________________ _____________________________ Signature Date

________________________________ _____________________________ In-House Legal Counsel Date

Please fax the signed page to: (403) 275-2099 Attn: Legal Counsel

File in the Office of In-House Legal Counsel

pevans

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CLICK HERE TO OPEN SIGNATURE SHEET

http://support.canadaid.ca/wp-content/uploads/2018/COI_Signature_Page.pdf

7646 - 8th Street NE, Calgary, Alberta T2E 8X4 T 403-275-2083 F 403-275-2099


WHISTLEBLOWER POLICY PROCEDURES

Policy #: Prepared by: H. Thaker Approved by: CCIA BoD

Review Period: Prepared Date: August 2016 Approval Date: April 6, 2017

PURPOSE

The purpose of this whistleblower policy is to provide direction to all current and former directors, employees, contractors, subcontractors, agents, volunteers, vendors, and partners of ours regarding the communication of concerns on questionable financial or operational matters.

THE WHISTLEBLOWER

For the purpose of this policy the “Whistleblower” is meant to be any director, employee, contractor, subcontractor, agent, volunteer, landowner, vendor, members of the general public or partner of Canadian Cattle Identification Agency (CCIA) who has reported a whistleblower incident.

WHISTLEBLOWER INCIDENT

A “whistleblower incident” is defined as a concern related to CCIA financial or operational matters. For greater clarity, whistleblower incidents are intended to include, but are not limited to, the following:

• Inappropriate workplace behavior such as bullying or breach of policies or procedures;

• A deliberate disregard or circumvention of Company policies;

• “Side deals” or “under the table” dealings with contractors for personal benefit;

• Receiving personal kickbacks or significant gifts (over $100) from contractors or vendors which could create bias in the tendering process;

• Inappropriate recording or reporting of revenues, or lack thereof;

• Inappropriate classification of assets and/or liabilities;

• Embezzlement of Company assets by an individual or group of individuals; and

• Inappropriate occurrences at a Company event.

POLICY STATEMENTS

It is the policy of CCIA that the Whistleblower must immediately communicate whistleblower incidents as soon as the Whistleblower becomes aware of such situations. Whistleblower incidents shall be communicated using CCIA’s prescribed procedures for the submission of whistleblower incidents.

It is the policy of CCIA that the Whistleblower will not be discharged, demoted, suspended, threatened, harassed, or in any other manner discriminated against as a result of communicating

WHISTLEBLOWER POLICY PROCEDURES

Page 2 of 2

a whistleblower incident. Any of our employees found to be in violation of this policy will face disciplinary action. Continued violation of this policy (i.e. continued harassment of the Whistleblower) may result in termination of employment.

CCIA will not protect a Whistleblower who intentionally makes false accusations in reporting of a whistleblower incident.

It is the policy of CCIA to treat all reported whistleblower incidents in a confidential and sensitive manner. In addition, the Whistleblower shall be provided the opportunity to remain anonymous.

WHISTLEBLOWER REPORTING

CCIA uses an independent third party organization to provide employees with an anonymous and confidential method to report issues in the workplace. The system provides employees with the ability to dialogue confidentially and discretely with the employer.

The particulars of the third-party organization shall be posted in the CCIA offices. In the event that no details are posted, please contact CCIA Legal Counsel for information.

APPLICABILITY

This policy applies to all current and former directors, employees, contractors, subcontractors, agents, volunteers, vendors, donors, and partners of CCIA.

CONTACT PERSON

Questions relating to the whistleblower policy should be directed to:

Anne Brunet-Burgess, CCIA General Manager 403-476-1995 [email protected]

Or

Hina A. Thaker, CCIA Legal Counsel 403-476-1986 [email protected]

Revision History:

Revision # Description: Location: Approved by: Date:

M:\BUSINESS MANAGEMENT\Policies and Procedures\Whistleblower Policy for Board April 6 2017.docx




CCIA SIGNING AUTHORITY RE: REVENUE-GENERATING, EXPENDITURE AND

OTHER CONTRACTS/AGREEMENTS

Policy #: M-406 Prepared by: Kerry St. Cyr Approved by: CCIA Board

Review Period: Prepared Date: April 2009 Approval Date: 2009-Apr-02

SUBJECT: SIGNING AUTHORITY MATRIX

Application: Strategic Business Units

Definitions within this Policy:

“Agreements”

• Revenue-Generating and Expenditure Contract/Agreements and other legally binding documents, contracts and instruments.

• “Agreements” as used herein include, but are not limited to deeds, mortgages, charges, conveyances, transfers and assignments of property, real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations conveyances and all paper writings of a legally binding nature.

“Board”

• The Board of Directors of the Canadian Cattle Identification Agency.

Policy Objective

The policy of the Board of Directors (“Board”) is to have a Signing Authority Matrix for Revenue-Generating and Expenditure Contract/Agreements and other legally binding documents, contracts and instruments (“Agreements”). The proper legal entity to Agreements binding the Canadian Cattle Identifications Agency (“CCIA”) is the Board of Directors of the Canadian Cattle Identification Agency.

This policy applies to all of the Agency and its business units.


CCIA SIGNING AUTHORITY RE: REVENUE-GENERATING, EXPENDITURE AND OTHER CONTRACTS/AGREEMENTS

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PROCEDURE

All Agreements that bind CCIA (or the “Board” as previously defined) must comply with approved policies of CCIA, as revised from time to time. Agreements may consist of but are not limited to, revenue or expenditure type documents. It is the responsibility of the Executive and all Managers to ensure that all Agreements are signed in accordance with this policy, as may be revised from time to time.

1. BOARD OF DIRECTORS/DELEGATION OF AUTHORITY

A) The Board has general and overriding power to enter in to all Agreements of whatever nature, binding the Board and CCIA.

B) The Board is given the authority to delegate and assign certain powers and duties to the Chair of the Board and General Manager of CCIA.

C) Agreements requiring execution by the Board may be delegated and executed on behalf of CCIA and the Board by the Chair and the General Manager or their delegate(s), and all Agreements so executed shall be binding upon the Board and upon CCIA without any further authorization or formality.

D) The seal of the Board when required may be (but shall not be required to be) affixed by the Chair and the General Manager of CCIA or his delegate(s) on behalf of the Board and CCIA to any Agreements.

2. REVENUE-GENERATING AGREEMENTS

Agreements that are in the nature of generating revenue for CCIA and may be the result of utilizing a CCIA resource (Human, Facility or Data Information) must be in writing and made by way of a formal Agreement, Letter of Understanding, Letter of Intent or Memorandum of Understanding. A copy of each original executed Agreement is to be on file in the Office of In-House Legal Counsel.

Certain other Agreements that are not in the nature of generating revenue for CCIA are also subject to the Signing Authority Matrix for revenue-generating Agreements. These Agreements include, but are not limited to Banking Agreements including cheque signing authority arrangements, Agreements dealing with non-disclosure and confidentiality, and information sharing Agreements.

A) Signing of Revenue-Generating Agreements

Signing authorities for revenue-generating Agreements are as follows:


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Required Signature Contract Amount/Type

Board of Directors (Board Resolution) Signature of Board Chairman or Vice-Chair plus one of either the Finance Manager or the General Manager

C$ 100,000 & Over

General Manager and Finance Manager with e-mail or faxed confirmation of the Board Chair or Vice Chair

C$15,000 to $ 99,999

General Manager & Finance Manager C$ 5,000 to $14,999

General Manager or Finance Manager Up to C$4,999

The above authorized signatories are authorized to execute revenue-generating Agreements to which CCIA is a party and any such agreements so executed shall be legally binding on the Board and CCIA without any further authorization or formality, subject always to authorization restrictions set forth above.

B) Storage of Revenue-Generating Agreements

All original revenue-generating Agreements as well as one (1) copy thereof will be maintained in the office of In-House Legal Counsel.

3. EXPENDITURE AGREEMENTS

A) Definitions

(1) CCIA Purchase Requisition

Completed by requesting department and forwarded to the CCIA Finance Manager. The purchases requisition must include a description of the purchases requirements, budget information and an estimated cost.

(2) Purchase Agreements

Purchase Agreements can be initiated by the Accounts Payable Section or departments or by an outside party, usually the supplier. Purchase agreements generated by the Purchasing party may include, without limitation, purchase orders, system contracts, direct purchase orders, letters of intent (for purchase), partnership Agreements and other written Agreements. Purchase Agreements initiated by an outside party may cover the purchases of materials, equipment, professional services, constructions, and lease/rental agreements.

(3) Purchase Order

A common form of Purchase Agreement, the purchase order is generated after the purchase Requisition has been approved. The purchase order identifies the vendor, details of the items to be purchased and cost.


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B) General Operation and Capital

Under CCIA’s General Operating and Capital budgets, expenditure Agreements (i.e. purchase documents) are initiated by means of a purchase requisition. Agreements that are for the supply of materials, equipment, supplies and/or services (e.g. approved operating budget recurring expenditures including the expense portion of revenue-generating Agreements) must have a corresponding purchase-order issued for the management of expenditures and budgets.

C) CCIA “Purchase Requisition” Signing Authority

To initiate expenditure by means of a purchase agreement, a purchase requisition must be generated. All purchases requisitions generated at the Department level of a value of up to C$ 15,000 (Fifteen Thousand Canadian Dollars) must be authorized by the General Manager and/or the Finance Manager. If greater than C$ 15,000, the purchases requisition must also be authorized by the General Manager with concurrence of the Board chair or Board Vice-Chair. Expenditures over $100,000 must be authorized by the Board. The expenditure signing authority matrix will apply to all purchase requisitions issued through the Department Operating and Capital budgets and must be adhered to.

D) CCIA “Purchase Agreement” Signing Authority Matrix

Purchase Agreements must always be signed/approved in accordance with limits set out in the CCIA Purchases Agreement Signing Authority Matrix:

Required Signature Approval Limit

Board of Directors (Board Resolution) Signature of Board Chairman/Vice-Chair plus one of either the Finance Manager or the General Manager

C$ 100,000 & Over

General Manager and Finance Manager with e-mail or faxed confirmation of the Board Chair or Vice Chair

C$ $15,000 to $99,999

General Manager & Finance Manager C$5,000 to $14,999

General Manager or Finance Manager with all invoices requiring authorization by individual accountable for budget item

Up to C$ 4,999

From time to time the Board may delegate signing authority for major purchase agreements, by resolution of the Board to the Chair or Vice Chair of the Board and General Manager or Finance Manager.

All Leases and licenses or conditional sale Agreements (i.e., lease to purchases- operating or capital), will require signatures as outlined in the Signing Authority Matrix.

Cheques written to an employee with signing authority must be signed by someone other than the individual receiving the cheque.


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E) Storage of Expenditure Agreements

All original Proposal/Tender/Procurement Agreements will be maintained on file in the office of In-House Legal Counsel, and a record of the same kept by the office of the Finance Manager.

F) Capital

Non-approved capital expenditures, those outside of the capital budget process, must be approved by the Board Chair and the General Manager.

4. CORPORATE SEAL

The following are authorized to affix the CCIA Corporate Seal to Agreements binding CCIA:

• Chair of the Board of Directors

• General Manager

• Finance Manager

5. Chair of the Board and General Manager shall retain, notwithstanding the delegation of authority herein conferred upon the authorized signatories, the residual power to contract on behalf of CCIA in relation to any and all Agreements of whatever nature, as delegated to the Chair of the Board and General Manager by resolution of the Board.

6. Any changes to an agreement and/or business case (Revenue or Expenditure) approved by

the CCIA Board of Directors that exceed 10% of the total contract or C$ 100,000 (One Hundred Thousand Canadian Dollars), whichever is less must be approved by the Board of Directors. Such changes would include changes on scope of work and/or overall agreement costs.

Revision History: Revision # Description: Location: Approved by: Date:

1 Document Address Change October 23, 2015

2 Operations Manager to Finance Manager

June 12, 2017

M:\BUSINESS MANAGEMENT\Policies and Procedures\Policies\M-406 CCIA Signing Authority 2017-06-12.doc



CCIA MEDIA PROTOCOL

Policy #: C-103 Prepared by: D. Oberle Approved by:

Review Period: Prepared Date: November 2009 Approval Date:

BACKGROUND

A media protocol is a document that explains an organization’s policy for interacting with the media. Having a media protocol helps ensure that all media interactions are coordinated and that reporters receive the most complete and accurate information possible.

PURPOSE

1. To ensure accurate representation of CCIA and its projects in the media. 2. To respond appropriately and in a timely manner to information requests from media. 3. To increase awareness about the CCIA through media.

SCOPE

This Media Protocol applies to staff, contractors and project partners for communication through all types of media.

WHAT TO DO WHEN CONTACTED BY THE MEDIA

As a large national agency, the CCIA may attract media attention. To ensure we maintain control of our public image, our company policy requires all media inquiries to be referred to the Communications Manager or assigned designate. This central point of contact ensures that a potential crisis is avoided and any good news stories are capitalized on.

DO:

Request a name, phone number/email and outlet they are calling from (which media organization) to refer to the communications manager.

DON’T:

Answer any questions or say ‘no comment’, as responding with a ‘no comment’ is actually a response.

CCIA MEDIA PROTOCOL

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CONTENT GUIDELINES

All information pertaining to CCIA business or projects is within the mandate of the CCIA and can only be addressed by the approved spokespeople without express consent from the executive director or the communications manager.

MEDIA CONTACT PERSON

CCIA Kori Maki-Adair, Communications Manager 403-476-1984 [email protected]

Signed on [date] by:



M:\BUSINESS MANAGEMENT\Policies and Procedures\C-103 CCIA Media Protocol.doc



CCIA LOGO USAGE GUIDELINE

Policy #: C-102 Prepared by: D. OBERLE Approved by:

Review Period: Prepared Date: JULY 2009 Approval Date:

1.0 CCIA MISSION

The Canadian Cattle Identification Agency Program is an industry initiated and established trace back system designed for the containment and eradication of animal disease.

2.0 GUIDELINE PURPOSE

This document is the first point of reference for decision-making regarding the Canadian Cattle Identification Agency (CCIA) corporate identity and should be consulted when questions arise relating to visual communication (printed or online). Adhering to the guidelines described in this document ensures the image of CCIA is one of consistency, strength and unity.

3.0 CCIA LOGO

A. B.

C. D.

E.


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3.1 CCIA Logo Variations

A) ‘Canadian Cattle Identification Agency’ is in black text. The ‘tag’ is yellow with the ‘three-quarter maple leaf’ being red and ‘CA’ in black text.

B) ‘Canadian Cattle Identification Agency’ is in black text. The ‘tag’ is yellow with the ‘three-quarter maple leaf’ in black and ‘CA’ in black text. (Used when a two colour option is required.)

C) ‘Canadian Cattle Identification Agency’ is black text. The ‘tag’ is gray scale, the ‘three-quarter maple leaf’ and ‘CA’ on the tag is in black. (Used when a colour option is not available.)

D) ‘Canadian Cattle Identification Agency’ is in beige text. The ‘tag’ is yellow in colour; the ‘three-quarter maple leaf’ is red, with the ‘CA’ in black text. (Used with a dark background and full colour is required.)

E) ‘Canadian Cattle Identification Agency’ is in white text. The ‘tag’ is white in colour, the ‘three-quarter maple leaf’ and ‘CA’ is in black. (Used when colour is not available and logo is applied to a dark background.)

* Any other variation other than those stated above must be approved through written consent by the Communications Manager prior to production.

3.2 CCIA Logo Colours

The use of these colours helps establish an official appearance when used across all CCIA visual communications.

Pantone colours are provided as well as the CYMK build for the print and the RGB build for the Web translation and Microsoft Applications.

CCIA Black CCIA Red CCIA Yellow CCIA Beige Pantone Pro. Black Pantone (PMS) 1795 Pantone Pro. Yellow Pantone (PMS) 7501 R3, G0, B0 R237, G28, B36 R249, G227, B0 R219, G206, B172 C0, M0, Y0, K100 C0, M100, Y100, K0 C0, M0, Y100, K0 C13, M15, Y33, K0 HTML 000000 HTML D52B1E HTML F9E300 HTML D3BF96

3.3 Supporting Colours

Black Blue Radial Dark Yellow Pantone (PMS) 426 Pantone (PMS) 534 Pantone (612) R3, G0, B0 R38, G63, B1062 R189, G176, B0 C30, M30, Y0, K100 C95, M72M, Y9, K38 C0, M0, Y100, K32 HTML 000000 HTML 263F6A HTML BDB000

Radial Yellow Radial Dark Gray Radial Light Gray Pantone Pro. Yellow Pantone (PMS) 424 Pantone Cool Gray 1 R249, G227, B0 R109, G110, B113 R239, G239, B240 C0, M0, Y100, K0 C0, M0, Y0, K70 C0, M0, Y0, K6 HTML F9E300 HTML 6D6E71 HTML EFEFF0

NOTE: Colours other than those outlined above should not be used without the expressed consent of the Communications Manager and or CCIA Executive Director.


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3.4 Logo Font

To create the logo Rotis Serif 55 and Myriad fonts were used. The logo must not be scanned or drawn using an illustration program.

Corporate Font

The company font to be used for all general company documents is Arial. Examples of such documents are: letters, faxes, reports, presentations and tenders.

Corporate Fonts - Marketing

The corporate fonts for use in all company marketing are Rotis Serif 55 and Myriad. These fonts should be used in all printed company marketing materials, annual reports, etc. As a general rule, use the bold versions of these fonts for headings and plain versions for the body of the document. Use the underline and italics functions only when reinforcing a key point or when differentiating text is necessary.

3.5 Logo Dimensions

The logos pictured in Section 3.0 are the following sizes and should not be distorted from this size ratio:

• Logo Width = 1.250 inches

• Logo Height = 0.5 inches

3.6 Space Around Logo

The logo must not be crowded by text and/or other graphics—please leave clear space around the logo. The clear space around the logo must be at least the height and/or width of the ‘C’ in ‘Canadian’; if applying a white background to the logo, the same rule applies. The ‘C’ in ‘Canadian’ is 0.0586 inches when using the minimum logo size.

When used over graphics or colours, the logo must contrast enough to be dominant in the design and layout.


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3.7 Using the Logo Files - Image Quality and Resolution

Logos are available in two types of file formats; raster and vector.

• Logos in raster format such as bitmap, jpeg, and tiff are stored as pixels (coloured or greyscale squares of the same size) that form an image when arranged. This type of file tends to become pixelated (blurry) when enlarged.

• Logos in the vector format such as Encapsulated Postscript (eps), Adobe Illustrator (ai), and Enhanced Windows Metafile (emf), are created from shapes and lines stored as mathematical equations. Can be enlarged without any loss of quality (sharpness).

The recommended format for the logo in Microsoft applications is the Enhanced Windows Metafile Format (emf). An image in this format can be scaled up or down and retain full quality.

A common problem of distorted logos occurs in Microsoft applications (e.g Word). To ensure that inserted logos are not distorted in any way, ‘select’ the logo and then choose: Menu > Format > Picture and check that percentages are equal under the ‘size’ tab and the ‘height’ and ‘width’ scale.

3.8 Resolution

To ensure that images are used in documents correctly, it is important to understand dynamics behind raster files. Such files have properties that affect their quality and size and are generally created by digital cameras and scanning processes. The device settings can make the same image of the same dimensions vary greatly in quality and file size depending on the file resolution. Resolution is the number of pixels (dots) per inch, also known as dpi. Generally a higher dpi value results in a better quality image with a related larger file size. Resolution is an important factor to consider when creating for print or screen-based usage.

For print documents (letters, brochures, etc.) images should be approximately 300 dpi at finished size.

• Smaller dpi images can print poorly and appear pixelated.

• Larger dpi images will give improved quality but may cause unnecessary large file sizes.

• Screen-based material such as Internet, image files should be manipulated to have a maximum resolution a screen can display, this is, 72 dpi at finished size.

3.9 Improper Logo Usage

When using the logo in any print materials or promotional items, do not manipulate in any way, unless specified as approved in this document.

• Do NOT invert colour combinations.

• Do NOT switch or change colours.

• Do NOT distort or alter logo dimensions.


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• Do NOT change tag placement.

• Do NOT distort or alter logo text (no italicizing or font change).

• Do NOT make any part of the logo faded or transparent.

• Do NOT put the logo in any sort of frame.

• Do NOT increase space between words.

• Do NOT use logo components individually.

• Do NOT change letters from lowercase to uppercase.

4.0 NAME USAGE

4.1 Company Name in Print

When referring to the CCIA in text, please adhere to the following standard:

The first mention of the company name in any written document will use the official name in its entirety: Canadian Cattle Identification Agency, immediately followed by CCIA in parenthesis as shown here:

Canadian Cattle Identification Agency (CCIA)

NOTE: Certain legal documents may have different company name requirements

• Any subsequent mention of the company name within a document or web page will utilize CCIA.

5.0 EMAIL SIGNATURE

line typeface font style

font size RGB

line spacing paragraph spacing

Employee Name Bookman OldStyle Regular 14 pt 26, 55, 75 0 pts before 3 pts after

Single

Employee Title Bookman OldStyle Italic 9 pt 26, 55, 75 0 pts before 3 pts after

Single

Use logo supplied by Communications Manager

1.5”w x .6” H

0 pts before 0 pts after

Single

CCIA Name

CCIA web address and 1-877 #

Bookman OldStyle Regular 12 pt 26, 55, 75 3 pts before 6 pts after

Single. These 2 lines are 1 paragraph; use Shift+Enter as the line break

Employee phone, fax, e-mail line

CCIA address

Arial Regular 9 pt 0, 0, 0 0 pts before 0 pts after

Single. These 2 lines are 1 paragraph; use Shift+Enter as the line break


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EMAIL SIGNATURE SAMPLE:

6.0 FURTHER INFORMATION

For more information please contact: Kori Maki-Adair Communications Manager Canadian Cattle Identification Agency 403-476-1984 mailto:[email protected]



M:\BUSINESS MANAGEMENT\Policies and Procedures\C-102 CCIA Logo Usage Guideline.doc



Page 7 of 7

Sample Colour Chart




MOTION REMARKS PHRASING SECOND DEBATABLE AMENDABLE VOTE

Main I move that the Technical Advisory Board…. note special action

YES YES YES Majority*

Amendment I move to amend the pending Motion by striking out or inserting the following words

YES Yes, if motion to

be amended

is debatable

YES Majority*

Amendment to an

Amendment

I move to amend the pending Amendment by striking out or inserting the following words

YES Yes, if motion to

be amended

is debatable

NO Majority*

Substitute I move to substitute the following for the Motion pending


Postpone to a Definite Time

Should be used to readdress Motion at a specific time

I move that the pending Motion be postponed until (note time)


Postpone Indefinitely

Can be used to “kill” a Motion I move to postpone indefinitely YES YES NO Majority*

Refer to a Committee

Standing or Ad Hoc (can be appointed at any time)

I move to refer the issue to a committee


Leave to Withdraw

Only used by maker of Motion I ask permission to withdraw the Motion

YES NO NO Majority*

Division of Question

Used to consider multiple aspects of a Motion one at a time or in seriatim

I call for a division of the question

YES NO YES Majority*

Division of Assembly

Request for verification of a voting result

I call for a Division NO NO NO None required

Secret Ballot I move we take this vote by Secret Ballot

YES NO YES Majority*

Call the Question or

Previous Question

Used to stop debate I call the question or I move to previous question

YES NO NO Two-thirds

Point of Order Used to remind or question Chair on Bylaws, rules of order, etc. Chair may seek advise

I rise to a point of order (await recognition from Chair, state reasoning)

YES NO NO Chair rules



MOTION REMARKS PHRASING SECOND DEBATABLE AMENDABLE VOTE

Lay on the Table (Table

a Motion)

This places on the table – that is, in the care of the secretary – the pending question and everything adhering to it. Thus, if a resolution with a proposed amendment and a motion to commit are pending and the resolution is laid on the table, all of these questions go to the table at the same time and, if taken from the table, all will return together. But a proposed amendment to anything previously adopted is a main motion and when laid on the table does not carry with it what it proposes to amend. In cases in which the next regular business session will be held before a quarterly time interval has elapsed, a question laid on the table remains there until taken from the table or until the close of the next regular session; if not taken up by that time, the question dies. Note: This applies to all TAB Meetings.

I move to table the Motion YES NO NO Majority*

Take from the Table

At current or next meeting only I move to take from the table the Motion relation to….

YES NO NO Majority*

Parliamentary Inquiry

Response from Chair or Parliamentarian

I rise for Parliamentary inquiry …note for reason

NO NO NO None required

Appeal Chair should state reason for decision. Vote is to uphold Chair’s decision.

I appeal from the decision of the Chair

YES YES NO Majority* (of neg.

votes to overturn decision)

Open/Close Nominations

Second is not required when nominations come from a committee

I move we open/close nominations. I nominate …. note reason

YES NO Yes, in terms of time only

Majority*

Reconsider At same meeting only Having voted on the prevailing side, I move to reconsider….

YES Yes, if Motion is debatable

NO Majority*

Rescind Used in a subsequent meeting Note reason…. Therefore, I move to rescind the Motion

YES YES YES Two-thirds

Adjourn Note reason…. I move to adjourn

YES NO NO Majority*

*Majority of those present


2.6 CCIA By-Laws

2.6 CCIA By-Laws

By-Laws adopted April 5, 2018

Special General Meeting Minutes

April 2018

April 2017

April 2014

December 2011

April 2011

April 2009

pevans

Cross-Out


BY - LAW OF THE CANADIAN CATTLE IDENTIFICATION AGENCY

A by-law relating generally to the conduct of the affairs of CANADIAN CATTLE IDENTIFICATION AGENCY

as of April 5, 2018


CCIA By-law April 5, 2018


2

TABLE OF CONTENTS

TABLE OF CONTENTS .................................................................................................................................... 2

1. DEFINITIONS .......................................................................................................................................... 4

2. INTERPRETATION .................................................................................................................................. 5

3. MEMBERSHIP ........................................................................................................................................ 5

4. MEMBERSHIP TRANSFERABILITY .......................................................................................................... 6

5. RESIGNATION FROM MEMBERSHIP ...................................................................................................... 6

6. TERMINATION OF MEMBERSHIP .......................................................................................................... 6

7. EFFECT OF TERMINATION OF MEMBERSHIP ........................................................................................ 6

8. DISCIPLINE OF MEMBERS ...................................................................................................................... 6

9. MEMBERSHIP DUES .............................................................................................................................. 7

10. METHOD OF GIVING ANY NOTICE......................................................................................................... 7

11. MEETINGS ............................................................................................................................................. 8

12. NOTICE OF MEETING ............................................................................................................................. 8

13. PLACE OF MEMBER'S AND/OR BOARD OF DIRECTOR'S MEETING ....................................................... 9

14. PERSONS ENTITLED TO BE PRESENT AT MEETINGS .............................................................................. 9

15. VOTES TO GOVERN AT MEETINGS ...................................................................................................... 10

16. CHAIR OF MEMBER'S AND/OR BOARD OF DIRECTOR'S MEETINGS .................................................... 10

17. ADJOURNMENTS ................................................................................................................................. 11

18. QUORUM ............................................................................................................................................ 11

19. PARTICIPATION BY ELECTRONIC MEANS AT MEETINGS ..................................................................... 11

20. RESOLUTION IN LIEU OF MEETING ..................................................................................................... 11

21. COST OF PUBLISHING PROPOSALS FOR ANNUAL MEMBER'S MEETINGS .......................................... 11

22. NUMBER OF DIRECTORS ..................................................................................................................... 11

23. TERM OF OFFICE OF DIRECTORS ......................................................................................................... 12

24. PROPOSALS NOMINATING DIRECTORS AT ANNUAL MEMBER'S MEETINGS ...................................... 12

25. VACANCY IN OFFICE ............................................................................................................................ 12

26. REMOVAL OF DIRECTORS ................................................................................................................... 12

27. REMUNERATION, PER DIEMS AND PAYMENT OF EXPENSES OF DIRECTORS AND OFFICERS ............. 12




3

28. INDEMNITY AND INSURANCE ............................................................................................................. 13

29. APPOINTMENT AND TERM OF OFFICERS ............................................................................................ 13

30. DELEGATION OF DUTIES OF OFFICERS ................................................................................................ 14

31. DESCRIPTION OF OFFICERS ................................................................................................................. 14

32. COMMITTEES OF THE BOARD ............................................................................................................. 15

33. BANKING ARRANGEMENTS ................................................................................................................. 18

34. BORROWING POWERS ........................................................................................................................ 18

35. CORPORATE SEAL ................................................................................................................................ 19

36. INVALIDITY OF ANY PROVISIONS OF THIS BY-LAW ............................................................................. 19

37. OMISSIONS AND ERRORS .................................................................................................................... 19

38. DISPUTE RESOLUTION MECHANISM ................................................................................................... 19

39. BY-LAWS AND EFFECTIVE DATE .......................................................................................................... 20

40. ANNUAL FINANCIAL STATEMENTS...................................................................................................... 20

41. PUBLIC ACCOUNTANT ......................................................................................................................... 20

42. EXECUTION OF DOCUMENTS .............................................................................................................. 20

43. FINANCIAL YEAR .................................................................................................................................. 21

44. DISSOLUTION ...................................................................................................................................... 21




4

BY - LAW OF THE CANADIAN CATTLE IDENTIFICATION AGENCY

A by-law relating generally to the conduct of the affairs of CANADIAN CATTLE IDENTIFICATION AGENCY

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the CANADIAN CATTLE IDENTIFICATION AGENCY (hereinafter called the "Corporation") as follows: 1. DEFINITIONS

In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

a) "Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

b) "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

c) "Board" means the Board of Directors of the Corporation;

d) “board meeting” is a meeting of the Board of Directors;

e) "by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

f) “Delegate” means the individual named by the Member to be considered for election to the Board of Directors;

g) “designated representative” means the individual named by the Member authorized by that Member to represent the Member at all meetings of the Members of the Corporation, provided that the Member has delivered written notice of such appointment to the General Manager of the Corporation;

h) “Director" is an individual elected by the Members from the membership to supervise the management of the corporation;

i) “fundamental change” means major structural changes to the Corporation (e.g., amalgamations, continuances or reorganizations), and/or by-law or amendment that includes changes to the conditions for membership; the rights and conditions on any class or group of Members; the method of giving notice of a Members’ meeting; and the manner of voting at a Members’ meeting;

j) "meeting of Members" includes an annual meeting of Members or a special meeting of Members;

k) “Member” is an organization who has been admitted into membership in the Corporation and who has a number of rights by virtue of membership in the Corporation;

l) "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

m) “proxy” means a completed and executed written authorization determined by the Directors by means of which a Member appoints a proxy holder to attend and act on the Member’s behalf at a meeting of the Members;




5

Definitions continued

n) "regulations" means the regulations made under the Act, as amended, restated or in effect from time to time;

o) "special meeting of Members" includes a meeting of any class or classes of Members and a special meeting of all Members entitled to vote at an annual meeting of Members; and

p) "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3rds) of the votes cast on that resolution.

2. INTERPRETATION

2.1 All terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act;

2.2 Words implying the singular number only shall include the plural and vice versa; words implying the masculine gender shall include the feminine and neuter genders; words implying persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons; and

2.3 The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

3. MEMBERSHIP

3.1 Membership Conditions

There shall be two classes of Members in the Corporation, namely, regular Members and associate Members. The Board of Directors of the Corporation may, by resolution, approve the admission of the Members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board of Directors by resolution. The term of such membership shall be annual, subject to renewal in accordance with the policies of the Corporation. Each Member shall provide one designated representative to vote at the Annual General Meeting or Special General Meeting.

The following categories of membership shall apply:

3.1.1 Regular Members

Any duly constituted species organizations as determined by the Corporation in its role as responsible administrator for livestock traceability and animal identification programs, and other organizations with similar objectives as determined by the Corporation which may be admitted upon application, by resolution of the Board of Directors, and subject to the conditions as specified by the Corporation. Regular members must include at least one Member from each species that is administered by the Corporation.

Regular Members shall appoint a Delegate to be elected to the Board of Directors.

3.1.2 Associate Members

Any agency, educational institution, foundation, society or corporation not otherwise eligible for regular membership in the Corporation may be admitted by resolution of the Directors. They will not be able to vote.

Amendments to this section require a special resolution of members.




6

4. MEMBERSHIP TRANSFERABILITY

4.1 A membership may only be transferred to the Corporation. A special resolution of the Members is required to make any amendment to add, change or delete this section of the by-laws.

5. RESIGNATION FROM MEMBERSHIP

5.1 Any Member may resign from membership in the Corporation upon notice in writing thereof received by the Chair of the Board of Directors of the Corporation.

5.2 In the event that a Member association is no longer recognized as the representative body for that species in Canada they will resign their membership thereby creating a vacancy for the appropriate association on the Board.

6. TERMINATION OF MEMBERSHIP

6.1 The Corporation may terminate a membership at any time by a two thirds majority vote of the Members present should a Member:

6.1.1 fail to meet its obligations as a Member including, but not limited to the payment of fees and charges incurred on its behalf by the Corporation OR

6.1.2 no longer be from a species that is administered by the Corporation.

The initiative to terminate a membership must be circulated to the membership as a notice of motion at least 14 days before the meeting at which the decision will be taken.

6.2 A membership in the Corporation is terminated when:

6.2.1 the Member dies, or, in the case of a Member that is a corporation, the corporation is dissolved;

6.2.2 the Member is expelled in accordance with any discipline of Members section or is otherwise terminated in accordance with the articles or by-laws;

6.2.3 the Member's term of membership expires; or

6.2.4 the Corporation is liquidated or dissolved under the Act.

6.3 Formal notification of membership termination shall be provided to an affected Member along with information regarding any procedures for reinstatement of membership.

7. EFFECT OF TERMINATION OF MEMBERSHIP

7.1 Subject to the articles, upon any termination of membership, the rights of the Member, including any rights in the property of the Corporation, automatically cease to exist.

8. DISCIPLINE OF MEMBERS

The Board shall have authority to suspend or expel any Member from the Corporation for any one or more of the following grounds:

8.1 violating any provision of the articles, by-laws, or written policies of the Corporation;

8.2 carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;

8.3 for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the Board determines that a Member should be expelled or suspended from membership in the Corporation, the Chair, or such other officer as may be designated by the Board, shall provide




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Discipline of Members continued

twenty (20) days notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the Chair, or such other officer as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the Chair, the Chair, or such other officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board's decision shall be final and binding on the Member, without any further right of appeal.

9. MEMBERSHIP DUES

9.1 The amounts of membership dues payable by each class and category of membership shall be set by the Board of Directors from time to time. Members shall be notified in writing of the membership dues payable by them. Payment of membership dues is due upon billing and a Member may not vote at any meeting of the Corporation if it has not paid its dues in full by the date of the meeting.

9.2 Annual fees for regular Members and Associate Members of the Corporation shall be established at the Annual meeting.

10. METHOD OF GIVING ANY NOTICE

10.1 Service

10.1.1 Any notice to be given to any Member, Director or auditor shall be served either personally or by sending it through the post in a prepaid envelope or wrapper or by fax or E-mail to such Member, Director or auditor addressed to him at his address or fax number or E-mail address as the same appears in the books of the Corporation, or if no address or fax number or E-mail address be given therein, then addressed to the last address of such Member, Director or auditor known to the General Manager of the Corporation. With respect to every notice sent by post, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a post office or into a post office box.

10.2 Signature to Notices

10.2.1 The signature to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed. Without derogating from any provision of the Act or this by-law requiring a longer period of notice, every notice sent by post shall be given at least 14 days in advance of the date of the meeting to which it relates.

10.3 Computation of Time

10.3.1 Where a given number of days' notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not be counted in such number of days or other period but the day for which notice is given shall be so counted. Where the term "business days" is used in this by-law, it shall mean Mondays, Tuesdays, Wednesdays, Thursdays and Fridays except where such days fall on statutory holidays.




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Method of Giving Any Notice continued

10.4 Proof of Service

10.4.1 A certificate of the Chair, the Vice-Chair or the General Manager of the Corporation in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any Member, Director or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every Member, Director or auditor of the Corporation, as the case may be.

11. MEETINGS

11.1 Annual General Meeting of the Members

11.1.1 The annual general meeting of the members of the Corporation shall be held at any place within Canada at such day and time as may be determined by the Board of Directors each year. The Chair or the Vice Chair or the Board of Directors may at any time call a special general meeting of the Members of the Corporation.

11.2 Regular Meetings of the Board of Directors

11.2.1 The Directors may from time to time by resolution determine to hold regular meetings of the Directors and shall by such resolution fix the dates or times of such regular meetings; so long as any such resolution is in effect the General Manager of the Corporation shall convene such regular meetings by notice given in the manner hereinafter referred to.

A meeting of Directors may be convened at any time by the Chair or the Vice-Chair or 50% of the Directors. The General Manager, by direction of the Chair or the Vice-Chair or 50% of the Directors, shall convene a meeting of Directors.

11.3 Other Member's Meetings

11.3.1 Other meetings of the Members may be convened by order of the Chair or the Vice-Chair or by the Board of Directors to be held at any date and time and at any place within Canada.

The Chair shall call a special general meeting of Members on written requisition of not less than two-thirds (2/3rds) of the regular Members. If the Directors do not call a special general meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.

12. NOTICE OF MEETING

12.1 Notice of Members Meeting

Notice stating the day, hour and place of meeting and the general nature of the business to be transacted thereat shall be given, in writing, by mail or by electronic means, to each regular Member, each Associate Member and to the auditors of the Corporation at least 21 days before the date of every meeting, provided always that a meeting of Members may be held for any purpose at any date and time and at any place within Canada without notice if all the regular Members are represented by a designated representative present at the meeting. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken. Notice of each meeting of Members shall state that each regular Member shall vote by its designated representative whose name shall be provided to the General Manager of the Corporation by the regular Member at least 48 hours before the meeting.




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Notice of Meetings continued

12.2 Notice of Board of Directors Meeting

12.2.1 Notice of any meeting of Directors stating the day, hour and place of meeting shall be given to each Director, other than by mail, at least 6 business days before the meeting is to take place, provided always that meetings of the Board of Directors may be held at any time without formal notice if all the Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Director and such waiver may be validly given either before or after the meeting to which such waiver relates.

12.2.2 The accidental omission to give any notice to any Member, director, officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance does not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

12.2.3 For the first meeting of the Board of Directors to be held immediately following the election of Directors at an annual or special general meeting of the Members or for a meeting of the Board of Directors at which a Director is appointed to fill a vacancy in the Board, no notice of such meeting shall be necessary to the newly elected or appointed Director or Directors in order for the meeting to be duly constituted, provided that a quorum of the Directors is present.

12.2.4 If an urgent meeting of the Board of Directors is called for a specific purpose, the Members of the Corporation may unanimously consent to waive or reduce the notice requirement for that particular meeting and all proceedings and resolutions passed at that meeting relating to that specific purpose shall be valid notwithstanding that the otherwise required notice had not been given to the Directors.

12.2.5 No error or omission in giving notice of any meeting of the Board, or any adjourned meeting of the Board, invalidates such a meeting or makes void any proceedings taken thereat, and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had at that meeting.

13. PLACE OF MEMBER'S AND/OR BOARD OF DIRECTOR'S MEETING

13.1 Meetings of the Members or Board of Directors may be held either at the head office of the Corporation or at any other place within Canada.

14. PERSONS ENTITLED TO BE PRESENT AT MEETINGS

14.1 Member Meetings

The only persons entitled to be present at a meeting of the Members shall be the Members, the designated representative and Delegates of Members, the Directors, the public accountant of the Corporation and such other persons who are entitled under the Act, the articles or the by-laws of the Corporation to be present at a meeting of Members. Any other person may be admitted upon the invitation of the Chair of the meeting or by resolution of the Members.

However, only those Members entitled to vote at the Member's meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.




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14.2 Board of Director’s Meetings

Board of Directors and as determined by the Board of Directors, the General Manager and CCIA Staff as well as invited guests are entitled to be present at a meeting of Board of Directors. However, only those Directors entitled to vote at the Board of Directors meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.

Directors are not permitted to appoint an alternate. Directors may request to send another individual to represent them at a Board of Directors meeting but that individual will not have the same rights as a Director and will not be permitted to vote on behalf of the Director at the meeting.

15. VOTES TO GOVERN AT MEETINGS

15.1 Member Meetings

Members unable to be present at a meeting of Members may authorize another person to cast their vote by proxy provided proper authorization is received in writing in the manner prescribed by the Board of Directors.

The Chair of the meeting, if also a designated representative of a Member, shall have the right to vote as a designated representative at the meeting, in his or her capacity as a designated representative.

Voting shall be by a show of hands, except:

a. where otherwise required,

b. when a secret ballot is requested before a vote is taken, and authorized by a majority of voting Members, on a show of hands.

A resolution proposed at a meeting of Members must be seconded, and the Chair shall not move or propose a resolution.

15.2 Board of Director Meetings

A quorum of the Board is a majority of Directors then in office. Except where otherwise required, at all meetings of the Board, every question must be decided by a majority of the votes cast on the question.

The chair of the meeting, if also a Delegate of a Member, shall have the right to vote as a Delegate at the meeting, in his or her capacity as a Delegate.

Voting shall be by a show of hands, except:

a. where otherwise required; or

b. when a secret ballot is requested before a vote is taken, and authorized by a majority of voting Members, on a show of hands.

A resolution proposed at a Board of Directors meeting must be seconded.

16. CHAIR OF MEMBER'S AND/OR BOARD OF DIRECTOR'S MEETINGS

16.1 In the absence of the Chair and the Vice-Chair, at a Members meeting, the designated representatives present shall choose another Director as Chair of the meeting.

16.2 In the absence of the Chair and the Vice-Chair, at a Board of Directors meeting the Directors present shall choose another Director as Chair of the meeting.




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17. ADJOURNMENTS

17.1 Any meeting of the Corporation or of the Directors may be adjourned to any time and from time to time, and such business may be transacted at such adjourned meeting as might have been at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

18. QUORUM

18.1 Quorum at Member's and/or Board of Director's Meetings

18.1.1 Fifty (50%) percent plus one (1) of the Regular Members or Board of Directors shall constitute a quorum of any meeting of Members or Board of Directors for all purposes. No business shall be transacted at any meeting unless the requisite quorum shall be present.

18.2 Quorum at Special Meetings of the Members

18.2.1 A quorum at any special meeting of the Members (unless a greater number of Members are required to be present by the Act) shall be two-thirds (2/3) of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

19. PARTICIPATION BY ELECTRONIC MEANS AT MEETINGS

19.1 If all the Members, Board of Directors or the committee of the Directors consent, a Member, Board of Director, committee Director or any other person entitled to attend a meeting of Members, Board of Directors or the committee of the Directors may participate in the meeting by means of telephone or other telecommunication facilities that permit all persons participating in the meeting to hear each other and a person participating in such a meeting by those means is deemed to be present at the meeting.

19.1.1 Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and committees of the Board.

20. RESOLUTION IN LIEU OF MEETING

20.1 A resolution in writing signed by all of the Members, Board of Directors or the committee of the Directors entitled to vote on that resolution at a meeting of Members, Board of Directors or the committee of the Directors is as valid as if it had been passed at a meeting of the Members, Board of Directors or the committee of the Directors.

21. COST OF PUBLISHING PROPOSALS FOR ANNUAL MEMBER'S MEETINGS

21.1 The Member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the Members present at the meeting.

22. NUMBER OF DIRECTORS

22.1 The Board shall consist of not fewer than ten (10) Directors and not more than twenty-one (21) Directors. Only Delegates appointed by Members of the Corporation are eligible to be elected to the Board.




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23. TERM OF OFFICE OF DIRECTORS

23.1 The Director's term of office shall be for one year from the date of the meeting at which they are elected until the next annual meeting of Members. No person shall hold the position of a Director for more than 12 terms.

24. PROPOSALS NOMINATING DIRECTORS AT ANNUAL MEMBER'S MEETINGS

The Directors shall be elected at each annual meeting by the Members of the Corporation.

The Canadian Cattlemen's Association shall be entitled to designate three Directors so long as it is a Member of the Agency. The Canadian Meat Council shall be entitled to designate two Directors so long as it is a Member of the Agency. The Livestock Markets Association of Canada shall be entitled to designate one Director so long as it is a Member of the Agency. The Board of Directors shall determine the number of Directors that any Member of the Corporation will be entitled to designate.

If any Director ceases to be a Director, then the Member whose nominee has vacated office may appoint a replacement Director who shall hold office for the unexpired term of the Director who ceased to be a Director and who caused such vacancy.

25. VACANCY IN OFFICE

In the absence of a written agreement to the contrary, the officers, other than the General Manager, serve at the pleasure of the Board and the Board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

25.1 the officer’s successor being appointed;

25.2 the officer’s resignation;

25.3 such officer ceasing to be a Director (if a necessary qualification of appointment); or

25.4 such officer’s death or incapacity.

If the office of any officer of the Corporation shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

26. REMOVAL OF DIRECTORS

The Members of the Corporation may by ordinary resolution at a special general meeting remove any Director or Directors from office.

26.1 A vacancy created by the removal of a Director may be filled at the meeting of the Members at which the Director is removed. A vacancy in the Board resulting from the removal of a Director or the failure to elect the maximum number of Directors provided for in this by-law may be filled only at a meeting of the Members.

27. REMUNERATION, PER DIEMS AND PAYMENT OF EXPENSES OF DIRECTORS AND OFFICERS

27.1 Remuneration - The Directors and officers will serve without remuneration from the Corporation and no person shall directly or indirectly receive profit from his position as such.

27.2 Remuneration of Executive Officers - The Board may by resolution fix a reasonable remuneration for the Chair, Vice Chair and Finance Chair, from time to time.

27.3 Per Diems - Directors, officers of CCIA, and CCIA Committee members shall be entitled to per diems, as set by the Board, for attendance at Board meetings and participation in Committee meetings.




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Remuneration continued

27.4 Payment of Expenses - Directors, officers of CCIA, and CCIA Committee members shall be entitled to reimbursement for out-of-pocket expenses, as set by the Board, incurred on behalf of CCIA or when engaged in CCIA activities and affairs.

28. INDEMNITY AND INSURANCE

28.1 Limitation of Liability - Except as provided in the Act, no person referred to in article 30.2 (next paragraph number) will be liable for any loss, cost, damage, expense or other misfortune incurred or suffered by CCIA unless it results through his or her failure, when exercising the powers and discharging the duties of his or her office, to act honestly and in good faith with a view to the best interests of CCIA, or to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

28.2 Indemnity – Subject to the Act, CCIA will indemnify a Director or officer, a former Director or officer, or another individual who acts or acted at CCIA's request as a Director or officer, and his or her heirs and legal representatives, against all costs, charges and expenses including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding to which he or she is involved because of his or her association with CCIA if;

28.2.1 he or she acted honestly and in good faith with a view to the best interests of the CCIA; and

28.2.2 in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

The right to indemnity provided in this article will include the right to the advance of moneys from CCIA for the costs, charges and expenses of a proceeding, which moneys must be repaid if the individual to whom they were advanced has not fulfilled the conditions set out in article 30.2.1 and article 30.2.2. CCIA will also indemnify the persons listed in this article in any other circumstances that the Act permits or requires. Nothing in the by-laws will limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of the by-laws.

28.3 Insurance – Subject to the Act, CCIA may purchase and maintain insurance for the benefit of any person referred to in Article 30.2 against any liabilities and in any amounts as the Board may determine.

29. APPOINTMENT AND TERM OF OFFICERS

29.1 The Board of Directors shall annually or more often as may be required elect a Chair, Vice-Chair, Finance Chair, and two additional Executive Members. Any person may, in the discretion of the Directors, hold one or more offices. The Chair and the Vice-Chair shall not be Directors representing the same Member.

29.2 The Directors may appoint such other officers (General Manager, Controller, Legal Counsel) and agents as they shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors.

29.3 No person shall hold the office of Chair for more than three (3) years. The Directors may appoint a Chair of the Corporation who is not a Member of the Board of Directors.

29.4 The term of Past Chair is for one year.




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30. DELEGATION OF DUTIES OF OFFICERS

30.1 In case of the absence or inability to act of the Chair, the Vice-Chair or any other officer of the Corporation or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any of the powers of such officer to any other officer or to any Director for the time being.

30.2 The Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the by-laws of the Corporation or by statute expressly directed or required to be done by the Corporation at the meeting of Members. The General Manager shall attend but may not vote at meetings of the Board of Directors.

31. DESCRIPTION OF OFFICERS

31.1 Officers - The officers of CCIA shall be the Chair, the Immediate Past-Chair, the Vice Chair, the Finance Chair, the General Manager and such other officers as the Board may from time to time determine.

31.2 Duties of the Officers

31.2.1 Chair - The Chair shall preside at all meetings of the Members and Executive Committee and shall by virtue of the office held be a non-voting member of all committees of the Board of Directors except for the Finance and Audit Committee. The Chair shall exercise general supervision over the management and activities and affairs of the Corporation and shall perform such other duties as may be assigned to the Corporation by the Board.

In the event of the death, resignation or removal of the Chair or the Chair's inability to serve because of ill health, the Vice-Chair shall be vested by the Board with all the powers and perform all the duties of the Chair, including presiding at meetings of the Members, the Board and the Executive Committee until a Chair is appointed by the Board in accordance with the provisions of this by-law.

31.2.2 Immediate Past-Chair – The Immediate Past-Chair shall serve the Corporation in the manner contemplated by this by-law and shall perform such other duties as may be assigned to the Immediate Past-Chair by the Board. The Past Chair will hold the seat for one (1) year after new Chair has been elected and the Past Chair seat will remain vacant until the next Chair exits.

31.2.3 Vice-Chair - The Vice-Chair shall be vested with all the powers and shall perform all duties of the Chair in the absence or inability or refusal to act of the Chair. The Vice-Chair shall possess and may exercise such other powers and duties as may from time to time be assigned to him by the Board of Directors.

31.2.4 Finance Chair - The Finance Chair will be the Chair of the Finance and Audit Committee and comply with the duties of Chair as outlined in the Finance and Audit Committee Terms of Reference.

The Finance Chair shall possess and may exercise such other powers and duties as may from time to time be assigned to him by the Board of Directors.

31.2.5 Executive Member - The Executive Member shall possess and may exercise such other powers and duties as may from time to time be assigned to him by the Board of Directors.




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Description of Officers continued

31.2.6 General Manager - The General Manager shall have and exercise, subject to this by-law and subject to the direction of the Board and the Chair, general charge, supervision and control over the activities and affairs, business and personnel of CCIA. The General Manager shall be responsible for conducting the financial affairs of the CCIA in accordance with policies and guidelines established by the Board. General Manager may delegate any of the General Manager's powers and duties. The General Manager shall report to the Board and the Executive Committee. The General Manager shall by virtue of the office held be a non-voting member of all committees of the Board except for the Finance and Audit Committee.

31.3 Vacancy in Office

31.3.1 If the office of the Chair, the Vice-Chair, Finance Chair, Executive Member or the General Manager shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Directors may elect or appoint any person to fill such vacancy.

32. COMMITTEES OF THE BOARD

The Board of Directors may from time to time constitute such committees as it deems necessary and shall prescribe their duties.

Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board of Directors. A committee sits at the pleasure of the Board.

The Chair shall have the right to receive notice of, to attend, to speak at, but not to vote at all committee meetings. The Chair shall have the right to vote at meetings of any committees of which the Chair has been appointed as a member.

32.1 Committees Generally

Members of committees shall be subject to removal by the Board of Directors.

32.1.1 Standing Committees

32.1.1.1 The Board may constitute by resolution standing committees of CCIA with, subject to the Act, such powers, duties and procedures as the Board may determine.

32.1.1.2 The Board shall appoint from among its current members a chair of each standing committee who shall each ordinarily serve a two (2) year term, renewable once. The Board may also appoint other persons to serve on each committee.

32.1.2 Other Committees

The Board may by resolution from time to time:

32.1.2.1 Constitute, set the terms of reference of and dissolve such other committees and working groups of CCIA and of the Board as it may deem advisable with, subject to the Act, such powers and procedures as the Board may determine;

32.1.2.2 Elect or appoint persons (whether or not they are Directors) to such committees and working groups; and




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Committees of the Board continued

32.1.2.3 Form joint committees and working groups and these committees have the power to fill vacancies on such committees and working groups with any other organization when it considers it to be in the interest of the members to do so.

32.2 Removal from Committees of the Board – The term of office of a member of a Committee of the Board shall be deemed to be vacated upon the written resignation of the Director or the removal of the Director pursuant to Article 28.

32.3 Vacancy - Where any vacancy occurs in a Committee, the Board shall have the power to fill the vacancy for the unexpired term of that member on the committee.

32.4 Replacement of Committee Members - In the event of the death, resignation or removal of an Executive Committee member or inability to serve because of ill health, the Board shall appoint a replacement from among the Directors.

32.5 Notice of Meetings - Meetings of Committees may be held at any time and place to be determined by the members of the Committee, provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member thereof and provided that if notice is given by mail, such notice shall be mailed at least fourteen (14) days prior to the meeting. A majority of the members of the Committee shall constitute a quorum.

32.6 Meetings by Other Means - Where all members of the Committee have consented thereto, any member may participate in a meeting of the Committee by any other means by which all persons participating in the meeting may communicate with each other simultaneously and instantaneously, and a member participating in a meeting pursuant to this article shall be deemed to be present in person at that meeting.

32.7 Executive Committee

32.7.1 The Executive Committee shall consist of five (5) Directors, including the Chair of the Board, Vice Chair of the Board, Finance Chair and two (2) additional Directors. The Chair shall be chair of the Executive Committee. The immediate Past-Chair and General Manager shall be entitled to receive notice of, attend and be heard at all meetings of the Executive Committee provided that they shall not be counted for the purposes of establishing quorum and not entitled to vote. At all meetings of the Executive Committee, every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated.

32.7.2 Election of Executive Committee Members – Members of the Executive Committee shall be elected by the Board from among the Directors to take office at the first meeting of the Board following the conclusion of the annual meeting of the Members.

32.7.3 Term of Office of Executive Committee Members - The term of office of members of the Executive Committee shall be one year and each member shall be eligible for re-election for 5 additional terms.

32.7.4 Subject to the power of the Board to grant and restrict the powers of the Executive Committee from time to time as the Board may determine, decisions of the Executive Committee shall be presented as recommendations to the Board for approval.




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32.8 Board Development Committee

32.8.1 The Board Development Committee shall consist of not less than four (4) Directors consisting of at least one (1) Executive Committee Member, three (3) Board members as well as Legal Counsel. Legal Counsel shall be entitled to receive notice of, attend and be heard at all meetings of the Board Development Committee provided that they shall not be counted for the purposes of establishing quorum and not entitled to vote. At all meetings of the Board Development Committee, every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated. Members of the Board Development Committee will act within the scope of the Committee’s Terms of Reference that is set out and approved by the Board.

32.8.2 Appointment of Board Development Committee Members – Members of the Board Development Committee shall be appointed by the Board from among the Directors to the committee at the first meeting of the Board following the conclusion of the annual meeting of the Members.

32.8.3 Term of Office of Board Development Committee Members - The term of office of members of the Board Development Committee shall be two (2) years and each member shall be eligible for re-appointment to two (2) additional terms.

32.8.4 Decisions of the Board Development Committee shall be presented as recommendations to the Board for approval.

32.9 Finance and Audit Committee

32.9.1 The Finance and Audit Committee shall consist of no fewer than four (4) Directors consisting of three (3) Board members, Finance Chair as well as the Finance Manager. The Finance Chair shall be the Chair of the Finance and Audit Committee. The Finance Manager shall be entitled to receive notice of, attend and be heard at all meetings of the Finance and Audit Committee provided that they shall not be counted for the purposes of establishing quorum and not entitled to vote. At all meetings of the Finance and Audit Committee, every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated. Members of the Finance and Audit Committee will act within the scope of the Committee’s Terms of Reference that is set out and approved by the Board.

32.9.2 Appointment of Finance and Audit Committee Members – Members of the Finance and Audit Committee shall be appointed by the Board from among the Directors to the committee at the first meeting of the Board following the conclusion of the annual meeting of the Members.

32.9.3 Term of Office of Finance and Audit Committee Members - The term of office of members of the Finance and Audit Committee shall be two (2) years and each member shall be eligible for re-appointment to two (2) additional terms.

32.9.4 Decisions of the Finance and Audit Committee shall be presented as recommendations to the Board for approval.

32.9.5 The Finance and Audit Committee shall review the financial statements of CCIA and shall report thereon to the Board and to the annual meeting of Members.




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32.10 Technical Advisory Committee

32.10.1 The Technical Advisory Committee shall consist of no fewer than four (4) Directors consisting of three (3) Board members, Technical Advisory Committee Chair as well as the General Manager and the Tags and Technology Manager. The Chair of the Technical Advisory Committee shall be a member of the board of directors. The General Manager and the Tags and Technology Manager shall be entitled to receive notice of, attend and be heard at all meetings of the Technical Advisory Committee provided that they shall not be counted for the purposes of establishing quorum and not entitled to vote. At all meetings of the Technical Advisory Committee, every question shall be decided by a majority of the votes cast. In the event of a tie vote, the question shall be defeated. Members of the Technical Advisory Committee will act within the scope of the Committee’s Terms of Reference that is set out and approved by the Board.

32.10.2 Appointment of Technical Advisory Committee Members – Members of the Technical Advisory Committee shall be appointed by the Board from among the Directors to the committee at the first meeting of the Board following the conclusion of the annual meeting of the Members.

32.10.3 Term of Office of Technical Advisory Committee Members – The term of office of members of the Technical Advisory Committee shall be two (2) years and each member shall be eligible for re-appointment to two (2) additional terms.

32.10.4 Decisions of the Technical Advisory Committee shall be presented as recommendations to the Board for approval.

33. BANKING ARRANGEMENTS

33.1 The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board of Directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board of Directors may by resolution from time to time designate, direct or authorize.

Cheques, Drafts, Notes, etc.

33.2 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board of Directors may from time to time designate by resolution.

34. BORROWING POWERS

The Directors may from time to time:

34.1 borrow money on the credit of the Corporation;

34.2 issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

34.3 give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and




19

Borrowing Powers continued

34.4 mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

The Board may delegate such powers to such Directors or officers to such extent and in such manner as the Board may, by resolution, determine. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the Corporation.

35. CORPORATE SEAL

35.1 The seal, an impression whereof is stamped in the margin hereof, shall be retained in the custody of the General Manager of the Corporation.

36. INVALIDITY OF ANY PROVISIONS OF THIS BY-LAW

36.1 The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

37. OMISSIONS AND ERRORS

37.1 The accidental omission to give any notice to any Member, Director, officer, Member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

38. DISPUTE RESOLUTION MECHANISM

A dispute or controversy among members, Directors, officers, committee members, or volunteers of the Corporation must so far as is reasonably practicable be resolved by with mediation and/or arbitration as provided below:

38.1 The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.

38.2 The number of mediators may be reduced from three to one or two upon agreement of the parties.

38.3 If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be not disclosure of any kind.




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Dispute Resolution Mechanism continued

38.4 The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

38.5 All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

39. BY-LAWS AND EFFECTIVE DATE

39.1 Subject to the articles, the Board of Directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of Members where it may be confirmed, rejected or amended by the Members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at the meeting. This section does not apply to a by-law that requires a special resolution of the Members according to subsection 197(1) (fundamental change) of the Act.

40. ANNUAL FINANCIAL STATEMENTS

40.1 The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the Members, publish a notice to its Members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any Member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

41. PUBLIC ACCOUNTANT

41.1 The Members shall at each annual meeting of the Members appoint a public accountant to audit the accounts of the Corporation, to hold office until the next annual meeting of the Members, provided that the Board shall immediately fill any mid-term vacancy in the office of public accountant.

42. EXECUTION OF DOCUMENTS

42.1 Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any two (2) officers of the Corporation and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board of Directors is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

42.2 The seal of the Corporation may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by any officer or officers, person or persons appointed as aforesaid by resolution of the Board of Directors.



Execution of Documents continued

42.3 The term “contracts, documents or instruments in writing” as used herein shall include deeds,mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real orpersonal, immovable or movable, powers of attorney, agreements, releases, receipts anddischarges for the payment of money or other obligations, conveyances, transfers andassignments of shares, bonds, debentures, or other securities and all paper writings.

43. FINANCIAL YEAR

43.1 The fiscal year of the Corporation shall correspond to the calendar year.

44. DISSOLUTION

44.1 It is specifically provided that in the event of dissolution or winding-up of the Corporation, allits remaining assets after payment of its liabilities shall be distributed to one or morecorporations incorporated under the Canada Not-for-profit Corporations Act having objectswith benefit to livestock traceability and animal identification or to one or more registeredcharitable organizations in Canada.

IN WIUNESS WHEREOF we have hereunto set our hands at Calgary, Alberta on the 5th day of April, 2018.

21Signatur s

Chair

MA,W,JFORD: j

I€% Zf Vice ChairPAT HAYES:

M:ICCIA BOARDIBy-Laws_&_letters_patentlBy-Laws and AmendmentslCedilicate of Continuance and Bylaws 2073-207612078-06 Submission of Amended BylawsiCCiA By-lawsas of April 5 2078.docx

Catt1c7. 7646-8 Street N.E. Calgary, Alberta T2E 8X4Identificion Tel: (403) 275-2083 Fax: (403) 275-2099 Toll-free: 1 -877-909-2333 www.canadaid.ca



Special General Meeting Executive Royal Hotel, Calgary, AB

April 5, 2018

April 5, 2018 – 1:00 P.M. to 2:30 P.M.

ATTENDING (Voting Members) Sid Atkinson, DFC Larry Gerelus, MBP Phil Kolodychuk, CSF Howard Bekkering, ABP* Dan Gillis, CMC Terry Kremeniuk, CBA Rob Bergevin, LMAC Pat Hayes, CCA James MacLean, CLDA

Gib Drury, PBQ Shane Jahnke, SSGA Dr. Oliver Schunicht, CVMA

Tim Fugard, BFO* Ivan Johnson, MBC Casey Vander Ploeg, ACFA Larry Garrett, BCCA *Voting by Proxy

ATTENDING (Non-Voting) Duncan Barnett, BCCA Lyle Miller, ACFA Gert Schrijver, DFC/CDN Anne Brunet-Burgess, GM CCIA Kim O’Neil, CMC Kim Sytsma, BFO Mark Elford, SSGA Corlena Patterson, CSF Hina Thaker, CCIA Patt Evans, CCIA (minutes) Doug Sawyer, CCA Rick Wright, LMAC Bob Lowe, CCA Reg Schellenberg, CCA

REGRETS

Dr. Pat Burrage, CVMA

1. Call to Order – Mark Elford, CCIA Chair called the meeting to order at 1:12 P.M.

• Welcome and introductions were made.

• The sixteen (16) CCCIA Member Organizations appointed a representative; fourteen (14) representatives were in attendance with two (2) representatives voting by proxy.

• Two-thirds of those voting is required to pass a resolution at a Special General Meeting (SGM) of the members. Proxy votes were received earlier by Anne Brunet-Burgess, CCIA General Manager.

• It was suggested in order to keep with the time allotted for the meeting that the Technical Advisory Committee (TAC) designation as a CCIA Standing Committee be addressed first.

Approval of Agenda

Motion by Gib Drury/Sid Atkinson “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS APPROVE THE AGENDA WITH THE AMENDMENT OF HAVING THE TECHNICAL ADVISORY COMMITTEE DESIGNATION TO BE DISCUSSED FIRST.” CARRIED

Approval of Minutes

Motion by Pat Hayes/Terry Kremeniuk “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS APPROVE THE MINUTES FROM THE SPECIAL GENERAL MEETING HELD ON APRIL 6, 2017.” CARRIED

2. Bylaw amendment to designate the Technical Advisory Committee as a Standing Committee – Hina Thaker, CCIA Legal Counsel

At the CCIA Board of Directors meeting on April 6, 2017, a resolution was made to recommend designating the Technical Advisory Committee (TAC) as a Standing Committee:

• TAC addresses technical issues and research required to move traceability forward.


CCIA Special General Meeting, Calgary, AB April 5, 2018


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• The TAC Chair is a CCIA Board Member and TAC has members outside of the CCIA board.

Motion by Larry Garrett/Gib Drury “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS DESIGNATE THE TECHNICAL ADVISORY COMMITTEE (TAC) AS A STANDING COMMITTEE.” CARRIED

3. Bylaw amendment to Bylaw Section 23, Subsection 23.1 to change the 12 term limit

At the February 20, Board of Directors conference call a resolution was passed regarding bylaw Section 23, Subsection 23.1, specifically the language: “No person shall hold the position of Director for more than 12 terms”

Introduction to review 12 term limit (background and process) – Mark Elford, CCIA Chair

• The number of terms a director may serve has been addressed in the past. In 2009, when the clause was added to the bylaws, the term was initially proposed at ten years. The limit was increased to 12 years when the bylaw was adopted.

• Information has been circulated to the membership regarding amending the bylaws to address clause 23.1 regarding length of service for a director.

• The decision to keep, remove or change the clause needs to be made in the best interest of CCIA and its structure.

• Motions from the floor were entertained, discussed and voted on. Each member representative was given an opportunity to speak to the motion put forward.

Motion by Terry Kremeniuk/Rob Bergevin “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS REMOVE THE CLAUSE NO PERSON SHALL HOLD THE POSITION OF DIRECTOR FOR MORE THAN 12 TERMS FROM THE CCIA BYLAW SECTION 23.1”

Comments:

• CBA - Removing the clause is about doing the best for CCIA and about having the best people to lead the organization. CCIA has a large board and potentially will be larger.

- CBA supports the process where member organizations appoints their best person to be their representative on the CCIA Board. CCIA depends on members to bring forward their best people that are knowledgeable, passionate and have an understanding of the issues facing CCIA.

- Eli Mina, a board governance consultant that CCIA used in the past, recognizes their may be circumstances where provisions can be made for exceptional board.

- CBA strongly supports removing the 12 term limit clause from the bylaws.

• MBC - The issue was discussed with MBC Board members and they believe in changes on boards as it brings new ideas and new faces.

- At MBC they are looking at how to get younger people involved on industry boards as they bring a new perspective.

• PBQ - They do not have sunset rules in their bylaws. Representatives to other boards need to be voted on by the PBQ.

- Does not understand why an organization’s chosen representative would not be accepted on the CCIA Board, since it is the person they put forward.

- PBQ is in favour of removing the clause.

• SSGA - Spoke against the resolution. Twelve years is plenty of time for an organization to have the same representative on a board.

- The 12 term clause addresses succession and organizations need to always be looking at good people to fill each seat.




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• BCCA - Even though member organizations appoint their representatives, it is CCIA bylaw that is being addressed.

- Succession planning is painful, the empty seat will be filled, and he fully supports term limits.

• ACFA - CCIA is a board of boards and the democratic process is with the member’s organization’s decision to select their representative to the CCIA Board.

- If the member organization’s board has confidence in the person they are sending to CCIA, then CCIA should accept that representative.

- Removing the clause is favourable to ACFA.

• MBP - Acknowledged there needs to be the best people on the CCIA board. The people affected by not removing the clause are doing a good job and it would be sad to see them leave before they have completed their representation regarding the CFIA proposed regulations.

• DFC - Is not in favour of telling a member organization that they cannot send the representative they want and at the same time would like to see term limits from the member organizations board, not CCIA’s.

• CSF - No comment.

• LMAC - Congratulated the CIP committee efforts recently made in Ottawa. There has been lots of forward motion.

- LMAC understands the importance of a succession plan and it is the member organizations responsibility to choose their best member to have at the CCIA table.

- It was emphasized it is very important for traceability that the best member of LMAC’s team is on the traceability file.

• CLDA - The 12 term limit as an arbitrary number and member organizations should send their best representative as desired.

• CCA - The Board of Directors motion was made to discuss changes to this section of the bylaw with member organizations as member organizations approved the current bylaws and these are their bylaws.

• CVMA - Supports the 12 term limit as a way to move ideas forward and an opportunity to see what the replacement can do.

• It was asked if there was anything new to add to the discussion.

Motion by Terry Kremeniuk/Gib Drury “BE IT RESOLVED THAT THE VOTE FOR THE QUESTION TO REMOVE THE TIME LIMIT CLAUSE GO TO SECRET BALLOT” CARRIED

Motion by Gib Drury/Larry Gerelus “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS APPOINT ANNE BRUNET-BURGESS, CCIA GENERAL MANAGER AND HINA THAKER, CCIA LEGAL COUNCIL AS SCRUTINEERS FOR THE SECRET BALLOT” CARRIED

• The group was reminded that “YES” is to remove the clause; “NO” is to keep the clause in the Bylaw.

Motion by Terry Kremeniuk/Rob Bergevin “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS REMOVE THE CLAUSE NO PERSON SHALL HOLD THE POSITION OF DIRECTOR FOR MORE THAN 12 TERMS FROM THE CCIA BYLAW SECTION 23.1” DEFEATED

Two (2) votes by Proxy 16 votes: 10 in favour; 6 against




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Motion by Larry Garrett/Ivan Johnson “BE IT RESOLVED THAT THE SECRET BALLOTS ARE DESTROYED” CARRIED

• Motion was defeated therefore the CCIA Bylaw Section 23.1 remained unchanged.

• Terry Kremeniuk thanked everyone for the democratic process and expressed it has been an honour to serve the industry. He will continue to be a great supporter of the industry and CCIA. CBA will identify some one to represent them at the CCIA board in the near future.

• Rick Wright, Gib Drury and Terry Kremeniuk were recognized for their invaluable contributions on committees and the board.

4. Re-introduction of options for resolutions – Mark Elford, CCIA Chair

A. Increase or decrease the number of years of the term limit – amend clause accordingly

B. Make an exception to permit longer service for the individuals affected by the 12 term limit at this time

Motion by Larry Gerelus/Rob Bergevin “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS MAKE AN EXEMPTION TO CLAUSE 23.1 TO PERMIT LONGER SERVICE OF THREE (3) YEARS FOR GIB DRURY, PBQ; TERRY KREMENIUK, CBA AND RICK WRIGHT, LMAC, AS THESE DIRECTORS ARE NEEDED TO ADDRESS CCIA TRACEABILITY ISSUES”

Discussion:

• The three-year time limit was discussed. It was suggested changing the term limit to 15 years.

• The exemption to the bylaw would address member organizations concern about the traceability file and the individuals that have been active on this file.

• It was suggested that for LMAC it would be favourable to extend the term for their representative until the livestock markets are comfortable with the traceability issues.

• It was clarified if a motion passed and the terms of the three individuals was extended, then the motion would be completed after the three-year extension and it would not apply to other members of the board.

• A SGM of the members would be required if this issue was exempted by resolution and then readdressed in the future to resolve the actual term of service.

Motion by Pat Hayes/Casey Vander Ploeg “BE IT RESOLVED THAT THE VOTE FOR THE QUESTION MAKE AN EXEMPTION TO THE BYLAW GO TO SECRET BALLOT” CARRIED

Motion by Ivan Johnson/Terry Kremeniuk “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS APPOINT ANNE BRUNET-BURGESS, CCIA GENERAL MANAGER AND HINA THAKER, CCIA LEGAL COUNCIL AS SCRUTINEERS FOR THE SECRET BALLOT” CARRIED

• The group was reminded that a vote “YES” was to make an exemption to the clause; “NO” was to not have an exemption to clause in the Bylaw.

Motion by Larry Gerelus/Rob Bergevin “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS MAKE AN EXEMPTION TO CLAUSE 23.1 TO PERMIT LONGER SERVICE OF THREE (3) YEARS FOR GIB DRURY, LES PRODUCTEURS DE BOVINS DU QUÉBEC (PBQ); TERRY KREMENIUK, CANADIAN BISON ASSOCIATION (CBA) AND RICK WRIGHT, LIVESTOCK MARKETS ASSOCIATION OF CANADA, (LMAC) AS THESE DIRECTORS ARE REQUIRED TO ADDRESS CCIA TRACEABILITY ISSUES” DEFEATED

Two (2) votes by Proxy: One (1) abstention the other the Chair to vote 15 votes: 9 in favour; 6 against




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Motion by Ivan Johnson/Larry Garrett “BE IT RESOLVED THAT THE SECRET BALLOTS ARE DESTROYED” CARRIED

• Motion was defeated therefore the CCIA Bylaw Section 23.1 remained unchanged.

• Hina Thaker, CCIA Legal Counsel was asked to clarify if Gib Drury, PBQ, Terry Kremeniuk, CBA and Rick Wright, LMAC would be allowed to attend and vote at the Annual General Meeting and the Board Meeting given they were appointed by their organizations to be their representatives at those meetings.

Motion by Larry Garrett/Sid Atkinson “BE IT RESOLVED THAT THE SPECIAL GENERAL MEETING OF THE MEMBERS OF THE CANADIAN CATTLE IDENTIFICATION AGENCY ADJOURN.” CARRIED

Meeting was adjourned at 2:39 P.M. MDT

Acronym List ABP Alberta Beef Producers ACFA Alberta Cattle Feeders' Association BCCA British Columbia Cattlemen’s Association BFO Beef Farmers of Ontario CBA Canadian Bison Association CCA Canadian Cattlemen’s Association CCIA Canadian Cattle Identification Agency CDN Canadian Dairy Network CFIA Canadian Food Inspection Agency CLDA Canadian Livestock Dealers Association CMC Canadian Meat Council CSF Canadian Sheep Federation CVMA Canadian Veterinary Medical Association DFC Dairy Farmers of Canada LMAC Livestock Markets Association of Canada MBC Maritime Beef Council MBP Manitoba Beef Producers PBQ Producteurs de bovins du Québec SGM Special General Meeting SSGA Saskatchewan Stock Growers Association TAC Technical Advisory Committee



Special General Meeting Executive Royal Hotel, Calgary, AB

April 6, 2017

April 6, 2017 – 1:00 P.M. to 2:00 P.M.

ATTENDING (Voting Members) Sid Atkinson, DFC Tim Fugard, BFO Dave Kasko, CMC Dr. Pat Burrage, CVMA Larry Garrett, BCCA Terry Kremeniuk, CBA Roland Cailliau, ABP Larry Gerelus, MBP Lyle Miller, ACFA

Gib Drury, PBQ Pat Hayes, CCA Rick Wright, LMAC

Mark Elford, SSGA Ivan Johnson, MBC

ATTENDING (Non-Voting) Anne Brunet-Burgess, GM CCIA Paul Laronde, CCIA Doug Sawyer, CCA Rick Frederickson, AF Lucille McFadden, AAFC Reg Schellenberg, CCA Dan Gillis, CMC Bena Patel, CCIA Linda Underwood, CNGF Patt Evans, CCIA (Minutes) Hina Thaker, CCIA

REGRETS

Howard Bekkering, ABP Michael Latimer, CBBC Kori Maki-Adair, CCIA David Cox, AAFC James MacLean, CLDA Waseem Rehman, CCIA

1. Call to Order – Mark Elford, CCIA Chair called the meeting to order at 1:07 P.M.

• Welcome and introductions were made.

• Voting requirements: 50 percent plus one of the CCIA Member representatives.

• Fifteen (15) Member Organizations appointed a representative and fourteen (14) representatives were in attendance.

Approval of Agenda “BE IT RESOLVED THAT THE CCIA MEMBER ORGANIZATIONS APPROVE THE AGENDA.” CARRIED

2. Introduction to Resolutions (background and process) – Mark Elford, CCIA Chair and Hina Thaker, CCIA Legal Counsel

• CCIA has been updating its by-laws to comply with the requirements under the Canada Not-for-Profit (NFP) Corporations Act and part of the process of the review was to look at every clause in the existing by-laws to update/change as required by the Act and/or to address current CCIA needs.

• At the December 9, 2016, CCIA Board of Directors meeting, during the by-law review process, the Board of Directors reviewed the then clause 26 (proposed clause 24) and discussed the allocation of Directors to named CCIA Members.

• The allocation of two (2) Director seats to Canadian Meat Council (CMC) was discussed and it was decided, given their attendance, as well as CCIAs needs, CMC did not require two Directors seats.

• CCIA also addressed providing CMC an additional associate membership. This is not possible in the by-laws and CMC will retain its regular membership status. If the vote to reduce the CMC director allocation to one Director passes, they will be invited to send a second individual, as an invited guest, to all Board of Directors meetings.




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3. Resolution from CCIA membership to reduce Canadian Meat Council (CMC) director entitlement to the CCIA Board of Directors from two (2) directors to one (1) director.

Discussion

• Over the last couple of years, there had been ongoing discussion on changing the CCIA Board structure and reduce the size of the Board.

• CMC has been a member of CCIA since the beginning. The current representatives of CMC have been engaged with Board discussions when they attend board meetings.

• On several occasions, CCIA has been in contact with CMC to encourage them to choose representatives that were willing and able to attend CCIA meetings.

• The timing of this resolution is unfortunate as CMC is restructuring to better suit their own membership needs.

• The CMC representative shared some history, outlining when and why CCIA was formed. CMC was a key industry representative in CCIA’s formative years. At the time of CCIA’s inception, two representatives from CMC seemed appropriate.

• It was suggested CMC’s representatives not only provided input at the farm level but they also provide a perspective beyond Canada’s borders.

• CMC sees its value and expertise as an interface between the Board and the Canadian Food Inspection Agency (CFIA) as CMC representatives deal with the regulations on a daily basis.

• It was questioned if removing one Director from CMC would make any difference in the restructuring process and if CCIA was to restructure they could reduce the board size considerably.

• The CCIA Board meeting attendance record was referenced as an example of varying levels of participation from CCIA’s member organizations.

• A large diverse board was also supported in the discussion.

• Pat Hayes, CCA voting representative reported that CMC reached out to CCA regarding the CCIA resolution. CMC shared their restructuring plans and other developments.

• Voting was by “secret ballot” by writing “YES”, “NO” or “ABSTAIN”.

• It was confirmed that only those with a conflict of interest could abstain from the vote.

Motion by Larry Garrett/Dr. Pat Burrage “BE IT RESOLVED THAT THE MEMBERS OF THE CANADIAN CATTLE IDENTIFICATION AGENCY VOTE BY SECRET BALLOT TO DETERMINE THE PROPOSED RESOLUTION TO REDUCE THE CANADIAN MEAT COUNCIL (CMC) DIRECTOR ENTITLEMENT TO THE CCIA BOARD OF DIRECTORS FROM TWO (2) DIRECTORS TO ONE (1) DIRECTOR.” CARRIED

Motion by Pat Hayes/Tim Fugard “BE IT RESOLVED THAT THE MEMBERS OF THE CANADIAN CATTLE IDENTIFICATION AGENCY APPOINT REG SCHELLENBERG AND DOUG SAWYER AS SCRUTINEERS.” CARRIED

Motion by Pat Hayes/Dr. Pat Burrage “BE IT RESOLVED THAT THE MEMBERS OF THE CANADIAN CATTLE IDENTIFICATION AGENCY REDUCE THE CANADIAN MEAT COUNCIL (CMC) DIRECTOR ENTITLEMENT TO THE CCIA BOARD OF DIRECTORS FROM TWO (2) DIRECTORS TO ONE (1) DIRECTOR.” DEFEATED Rick Wright, LMAC Abstained

Motion by Pat Hayes/Rick Wright “BE IT RESOLVED THAT THE BALLOTS ARE DESTROYED.” CARRIED




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4. Review of Proposed By-law to align with Canada Not-for-profit Corporations Act – Hina Thaker, CCIA Legal Counsel

• The pre-circulated By-law Summary document was reviewed.

• At the time of CCIA’s application for the Certificate of Continuance the term “national administrator” was used. CFIA now uses the term “responsible administrator” and this term will be used in the By-law.

• A member organization resignation clause has been added so member organizations that CCIA no longer administers would have the opportunity to voluntarily resign its membership.

• The NFP Act allows for “Proxy” or “alternative” Directors to vote at Special and Annual General Meetings of the members but it does not allow this to occur at Board of Directors meetings. It was clarified, as Board policy, CCIA will allow individuals to attend and participate from their member organization if their Director is unable to attend and they have requested to do so. This individual would not have voting privileges.

• The Board size has been increased to twenty-one in order to accommodate additional species of which CCIA may administer in the future. (i.e.: goats, cervids, equine)

• The amended By-laws addresses the needs of Standing Committees which are the Executive Committee, Finance and Audit Committee and the Board Development Committee. The Technical Advisory Committee has asked to be granted Standing Committee status and this will be addressed at the next Board of Directors meeting.

• It was clarified under the NFP Act that the Board of Directors are “elected” rather than appointed, even though the designated delegate is in most cases appointed by their member organization.

Discussion and Comments:

• The term “operations manager” and “finance manager” have been used interchangeably. The By-law will use “finance manager” as this is the position title on the current CCIA Organizational Chart.

• It was pointed out that the General Manager can be a non-voting member for most committees but with the exception of the Finance and Audit committee.

Additional information regarding the General Manager and the Finance and Audit Committee: The General Manager (GM) cannot be a member of the Finance and Audit (F&A) Committee because the GM is in charge of the finances. The purpose of the Board F&A Committee is to provide oversight to the financials. The GM’s role with the F&A Committee is outlined in the committee terms of reference where the committee is to be supported by the CCIA management team and as such the GM would be included in the committee process and meetings. This section of the By-law will remain as presented.

• There was discussion on the decision for CCIA to have a limit of twelve (12) terms that a member organization can appoint the same representative. It was argued that the decision to appoint a specific individual as representative of the member organization is the decision of the member organization, not CCIA’s.

• The NFP ACT suggested a four to six-year limit for representation and after much deliberation, the CCIA Board settled on twelve (12) terms as it would provide the consistency and stability to the Board as well as introduce new representatives to the organization.

5. Resolution to approve proposed By-law

Motion by Larry Garrett/Gib Drury “BE IT RESOLVED THAT THE MEMBERS OF THE CANADIAN CATTLE IDENTIFICATION AGENCY APPROVE THE PROPOSED AMENDED BY-LAW TO ALIGN WITH THE CANADA NOT-FOR-PROFIT CORPORATIONS ACT AS AMENDED.” CARRIED




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• The CCIA By-law will incorporate the changes made to Clause 24, two Directors for CMC and to check for consistency regarding “operations/finance manager”.

Motion by Larry Garrett/Tim Fugard “BE IT RESOLVED THAT THE SPECIAL GENERAL MEETING OF THE MEMBERS OF THE CANADIAN CATTLE IDENTIFICATION AGENCY ADJOURN.” CARRIED

Meeting was adjourned at 1:58 P.M. MDT

Acronym List AAFC Agriculture and Agri-Food Canada ABP Alberta Beef Producers ACFA Alberta Cattle Feeders' Association AF Alberta Agriculture and Forestry BCCA British Columbia Cattlemen’s Association BFO Beef Farmers of Ontario CBA Canadian Bison Association CBBC Canadian Beef Breeds Council CCA Canadian Cattlemen’s Association CCIA Canadian Cattle Identification Agency CFIA Canadian Food Inspection Agency CLDA Canadian Livestock Dealers Association CMC Canadian Meat Council CNGF Canadian National Goat Federation CVMA Canadian Veterinary Medical Association DFC Dairy Farmers of Canada LMAC Livestock Markets Association of Canada MBC Maritime Beef Council MBP Manitoba Beef Producers NFP Canadian Not-for-Profit Corporations Act PBQ Producteurs de bovins du Québec SSGA Saskatchewan Stock Growers Association

WE, the undersigned Board Members, certify this to be a true copy of the Board Meeting Minutes from the meeting held on the __________ day of ______________, in the year of _______________. CCIA Chair _________________________________ Date: _________________________________ CCIA Vice Chair _________________________________ Date: _________________________________


Canadian Canadian CattleCattle Identification Agency

Identificationi\ Agency Special General Meeting

Minutes

April 2, 2009Greenwood Inn and Suites

Calgary, AB:..::..:

Voting Members Present:

Steve Primrose, CLDA Terry Kremenuik, CBA Rick Wright, LMACSherri Marthaller, CMC Dr. Pat Burrage, CVMA Glenn Cherry, NLID

Darcy Eddleston, ABP Jack de Boer, ACFA Gib Drury, FPBQ

Bob Gordanier, OCA Joe Bouchard, MCPA Cord Hardy, CCA

Art Devick, BCCA Mark Elford, SSGA Dan Darling, CCA

Tony Saretsky, CCA

Observers and Staff:

Kerry St. Cyr, CCIA Bilal Kabalan

Hina Thaker, CCiA Angelo Herat, CCIA Cindy Berkiw, CCIA

Absent with Apologies:

Mac Cole, CMC

Meeting called to Order at 8:10 pm

H. Thaker, CC1A Legal Council reviewed the By—Law Amendments that were presentedand passed by the Board of Directors earlier today:

Section 17 - Ori,inaI wordinji (as amended June 2000):

17. Number and PowersThe affairs of the Agency shall be managed by a board of directors consisting of notfewer than 4 and not more than 15 directors, the actual number to be determined underclause 1 9 hereof The directors may exercise all such powers and do all such acts andthings as may he exercised or done by the Agency and are not by the by-laws of theAgency or by statute expressly directed or required to he done by the Agency at ameeting of members. The General Manager shall attend but may not vote at meetings ofthe Board of l)irectors.

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Amendment proposed in Notice of Special General Meetin2

MOTION 1 - That Article 17 of By-Law Number One be amended to increase the minimumnumber of Directors ftom four (4) to six (6) and to increase the maximum number of Directorsfrom fifteen (15) to eighteen (18).

BE IT RESOLVED that Article 17 of By-Law Number One be amended to read as follows(amendments underlined):

17. Number and PowersThe affairs of the Agency shall be managed by a board of directors consisting of not

fewer than 6 and not more than 18 directors, the actual number to be determined underclause 19 hereof. The directors may exercise all such po\ers and do all such acts andthings as may be exercised or done by the Agency and are not h the b-las of theAgency or by statute expressly directed or required to be done h\ the Agenc at ameeting of members. The General Manager shall aneid hut may not vote at meetings ofthe Board of Directors.

Modified Amendment

\Y1 ()\ — •a: ; —, mher One , to reuse t

t am 0, a:d o iaerease :ne y

o e.e..’;:

Reasoning for Modification• The increase from 15 to 1 8 is intended to be inclusive and provide for more equitable

representation by inclusion of representation from BC, SK and Atlantic Canada. Theincrease of the minimum of 4 to 10 Directors to be more realistic for governing thecurrent agency, consistent ith proposed amendments to the Executive and in keepingwith a ftrturistic board size.

“BE IT RESOLVED THAT ARTICLE 17 OF BY-LAW NUMBER ONE BE AMENDED TOREAD AS FOLLOWS:

17. NUMBER AND POWERS

THE AFFAIRS OF THE AGENCY SHALL BE MANAGED BY A BOARD OF DIRECTORSCONSISTING OF NOT FEWER THAN 10 AND NOT MORE THAN 18 DIRECTORS,THE ACTUAL NUMBER TO BE DETERMINED UNDER CLAUSE 19 HEREOF. THEDIRECTORS MAY EXERCISE ALL SUCH POWERS AND DO ALL SUCH ACTS ANDTHINGS AS MAY BE EXERCISED OR DONE BY THE AGENCY AND ARE NOT BY THEBY-LAWS OF THE AGENCY OR BY STATUTE EXPRESSLY DIRECTED OR REQUIREDTO BE DONE BY THE AGENCY AT A MEETING OF MEMBERS. THE GENERALMANAGER SHALL ATTEND BUT MAY NOT VOTE AT MEETINGS OF THE BOARD OFDIRECTORS.”

CARRI ED

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Section 19 - Original wording:

19. Appointment of Directors and Term of OfficeThe directors’ term of office shall be from the date of the meeting at which they areappointed until the annual meeting of members next following or until their successorsare appointed.

The directors shall be appointed at each annual meeting h the members of the Agency.The Canadian Cattlemens Association shall be entitled to appoint three directors so longas it is a member of the Agency. The Canadian Meat Council shall he entitled to appointtwo directors so long as it is a member of the .\gencv. IThe Livestock MarketingAssociation of Canada shall be entitled to appoint one director so long as it is a memberof the Agency. The Board of Directors shall determine the number of directors that anynew member of the Agency will be entitled to appoint. If an director ceases to be adirector, then the member whose nominee has vacated office ma\ appoint a replacementdirector who shall hold office for the unexpired term of the director who ceased to be adirector and who caused such vacancy. Agriculture and Agri-food Canada and theCanadian Food Inspection Agency may each appoint an ad isor who shall have the rightto attend all meetings of the Board of Directors of the Agency. hut who shall not have theright to vote at such meetings.

Amendment proposed in Notice of Special General Meeting

MOTION 2 - That Article 19 of By-Law Number One he amended to set a maximum time limitoften (10) years for serving as a Director on the Board.

BE IT RESOLVED that Article 19 of By-Law Number One be amended to read as follows(amendments underlinedi;

19. Appointment of Directors and Term of OfficeThe directors term of office shall he from the date of the meeting at which they areappointed until the annual meeting of members next following or until their successorsare appointed. \o person hall hold the office of a director for more than 10 years.

The directors shall be appointed at each annual meeting by the members of the Agency.The canadian Cattlemens Association shall be entitled to appoint three directors so longas it is a member of the Agency. The Canadian Meat Council shall be entitled to appointtwo directors so long as it is a member of the Agency. The Livestock MarketingAssociation of Canada shall be entitled to appoint one director so long as it is a memberof the Agency. Fhe Board of Directors shall determine the number of directors that anynew member of the Agency will be entitled to appoint. If any director ceases to be adirector. then the member whose nominee has vacated office may appoint a replacementdirector who shall hold office for the unexpired term of the director who ceased to be adireeLor and who caused such vacancy . Agriculture and Agri-food Canada and theCanadian Food Inspection Agency may each appoint an advisor who shall have the rightto attend all meetings of the Board of Directors of the Agency. but who shall not have theright to vote at such meetings.

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Modified Amendment

MOTION 2 1 hat Article 19 of BLam % umber One be amended LO set a maximum time limitof twehe (12 sears for serving as a I)rector on the Board.

Reasoning for Modificationa Twelve years better reflects the history of ho long Directors hax e been serving and

gix es more flexibility.• A time limit in general allows the Board the opportunity to bring on news members as

well as allow for transition from Board positions.

“BE IT RESOLVED THAT ARTICLE 19 OF BY-LAW NUMB ON$$E AMEN DE TOREAD AS FOLLOWS:

19. APPOINTMENT OF DIRECTORS AND TERM OF OFLcETHE DIRECTORS’ TERM OF OFFICE SHALL BE FRM TREATE Of THE MEETING

AT WHICH THEY ARE APPOINTED UNTUTHE ANNUAL MEflNG OF MEMBERS

NEXT FOLLOWING OR UNTIL THEIR SUCCESSQR ARE APPOiNTED. NO PERSONSHALL HOLD THE OFFICE OF A DiRECT1ORFOR MÔRETHAN 12 YEARS.

THE DIRECTORS SHALL BE APqNTED AT EACH ANNUAL MEETING BY THE

MEMBERS OF THE AGENçY. THE CANADIAN CATTLEMEN’S ASSOCIATION SHALLBE ENTITLED TO APPT THREE DflELQRS SO LONG AS IT IS A MEMBER OFTHE AGENCY. THE CAAjAF14EAT COUNCIL SHALL BE ENTITLED TO APPOINT

TWO DIRECTORS SO9NGA$ IT IS AMEMBER OF THE AGENCY. THE LIVESTOCK

MARKETING ASSQCIA1ON OF cANADA SHALL BE ENTITLED TO APPOINT ONE

DIRECTQR Sq LONG AS IT IS A MEMBER OF THE AGENCY. THE BOARD OF

DIREC1QR5 SILL DETERMINE THE NUMBER OF DIRECTORS THAT ANY NEWMEMBER O1 THE AGENCY WILL BE ENTITLED TO APPOINT. IF ANY DIRECTORSES TO BE A DIRECTOR, THEN THE MEMBER WHOSE NOMINEE HAS VACATED

O#ICE$4.Y APPQINT A REPLACEMENT DIRECTOR WHO SHALL HOLD OFFICE FOR

THE UNEPiRD TERM OF THE DIRECTOR WHO CEASED TO BE A DIRECTOR ANDWHO CAUSED SUCH VACANCY. AGRICULTURE AND AGRI-FOOD CANADA AND

THE CANADIAN FOOD INSPECTION AGENCY MAY EACH APPOINT AN ADVISOR

WHO SHALL HAVE THE RIGHT TO ATTEND ALL MEETINGS OF THE BOARD OFDIRECTORS OF THE AGENCY, BUT WHO SHALL NOT HAVE THE RIGHT TO VOTEAT SUCH MEETINGS.”

CARRIED

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Section 38 - Oriina! wordin,q.:

38. Executive CommitteeThe Executive Committee. consisting of the Chairman, the Vice Chairman and theGeneral Manager shall he constituted to assist the directors in carrying out the policiesestablished by the Board of Directors.


MOTION 3 - That By-Law Number One be aInended to add the additional officer positions ofDirector-at-Laigc (2) and Finance and Audit Committee Chair and to increase size and changethe composition of the Executive Committee to include these officers.

BE IT RESOLVED that Article 38 of By-Law Number One be amended to read as followsanzendments underlined,:

38. Executive CommitteeThe Executive Committee consisting of the Chairman the Vice Chairman tvo (2)Directors-at-Large, the Chair of the Audit and Finance Committee and the GeneralManager shall be constituted to assist the directors in carrying out the policies establishedby the Board of Directors.

Modified Amendment

1OTIO 3 - That B- a \Lmber One be anencied to add the additional oiticer positions ofDirector-at-Large 2) Finance and Audii Committee Chair, and the Past Chin and to increasesize and change the Lompositlon at the Executive commtee to include these oificcrs

Reasoning for Modificatwn• To ensure that qgamzatonal history and knowledge is not lost with the departure of a

Chairman *‘. *

• To ensure m&n4,shipand succession planning

“SE IT RESOLVW THAT ARTICLE 38 OF BY-LAW NUMBER ONE BE AMENDED TO

REAAS FOLLOWS.*

38 EXECUTiVE COMMITTEE

THE EXECUTIVE COMMITTEE, CONSISTING OF THE CHAIRMAN, THE VICECHAIRMAN, TWO (2) DIRECTORS-AT-LARGE, THE CHAIR OF THE FINANCE ANDAUDIT COMMITTEE, THE PAST CHAIR AND THE GENERAL MANAGER SHALL BECONSTITUTED TO ASSIST THE DIRECTORS IN CARRYING OUT THE POLICIESESTABLISHED BY THE BOARD OF DIRECTORS.”

CARRI ED

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Section 38 - Original wording:

38. Executive CommitteeThe Executive Committee, consisting of the Chairman, the Vice Chairman and theGeneral Manager shall be constituted to assist the directors in carrying out the policiesestablished by the Board of Directors.


MOTION 4 - That B’ -Law Number One be amended to add a maximum time limit of six (6)years for how long an individual may serve on the Executive Committee.

BE IT RESOLVED that Article 38 of By-Law Number Onebe amended to read as follows(amendments underlined,,:

38 Executre CommitteeThe Executive Committee consisting of the Chairman the Vice Chairman tvo (2)Directors-at-Large. the Chair of the Audit and Fice Committee. the Past Chair and theGeneral Manager shall be constituted to assist the directors in carrying out the policiesestablished by the Board of Directors. No rrson shallhold the office of an ExecutiveCommittee member for more than 6 years.

Modified Amendment *

MOTION 4 - as p psedrn ticeofStGeneraflvleetin to be rernoed Section 38 toread as follos after passing Motion 3

38 Exet*tveChmrnitteeThe Exitive Cmmiftee consisting of the Chairman the Vice Chairman ypJ)

and theGeneral Manar shal1 be constituted to assist tne directors in carrying out the policiesesWished by thBoard ot Directors

* *

Reasoning for Moddkation• The six year time limit is redundant in light of the time limit in the wipe-out clause of 12

years

“BE IT RESOLVED THAT THE PROPOSED WIPEOUT CLAUSE OF 6 YEARS INSECTION38 BE WITHDRAWN.”

CARRI ED

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Section 22 - Original wordinL’:

22. The directors will serve without remuneration from the Agency and no directorshall directly or indirectly receive profit from his position as such. The reasonableexpenses incurred by a director in the perlhrrnance of his duties and the remuneration of adirector shall be the responsibility shall be the responsibility of the member organizationwhich appointed him.

Amendment proposed in Notice of Special General Meeting

MOTION 5 - That By-Law Sumber One be amended to make provisions for a per diem and paythe expenses to cover reasonable travel, lodging and meal expenses whenBoard Mernçrs attendBoard Meetings, Committee MeLtings and authorized business on, behalf of OJA

BE IT RESOLVED that Article 22 of By-Lav Number One be amended to read as followsamendmenis underlined).

22. Remuneration of Directorsfhe directors will serve x4ithout remuneration *roln the Agency and no director shalldirectly or indirectly receive profit 1n Ins posIttø as such A per diem and thereasonable expenses incurred by adirecf’óI’ the performance of his duties for theAgency may be paid by the Agency

Modified Amendment

MOTIO 5 - Tha ‘3 -Lav \umber One be amended to riakc obLator pro\ sio’s for a nede it tad pa\ ne expenses to cox e easonaie tra Cl ougoig ad meat expenses Boau\ieines a enu Board Meet rgs co”vtinee Meet ‘s aria aL.Lto zed us ‘es on oeral aCCIA

Reasoning for M4fication• To ensure that the by-law reads as mandatory and not permissive

“BE IT RESOLVED THAT ARTICLE 22 OF BY-LAW NUMBER ONE BE AMENDED TOREADAS FOLLOWS:

22. REMUNERATION OF DIRECTORSTHE DIRECTORS WILL SERVE WITHOUT REMUNERATION FROM THE AGENCY ANDNO DIRECTOR SHALL DIRECTLY OR INDIRECTLY RECEIVE PROFIT FROM HISPOSITION AS SUCH. A PER DIEM AND THE REASONABLE EXPENSES INCURRED BYA DIRECTOR IN THE PERFORMANCE OF HIS DUTIES FOR THE AGENCY WILL BEPAID BY THE AGENCY.”

CARRI ED

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Upon review of all the By—Law Amendments a motion was made to sanction theamendments that were passed this morning.

CARRIED - UNANIMOUS

H. Thaker, Legal Counsel will send the amended By—Laws to the Minister for approval.

Meeting Adjourned at 8:20 pm

WE, the undersigned Board Members, certify this tobe a true copy of the Board Meeting I4nutes frmthe meeting held on

the

_________

day of A1

in the year of

CCIA Chair

Date:

*

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2018

2017

2016

2015

2014

2013

2012

2011

2010

2009

2008


2018 RESOLUTIONS DATE OF

RESOLUTION DISPOSITION STATUS OF

ACTION ITEMS

Be it resolved that the CCIA Board of Directors accept the Human Resources Committee report and recommendations

April 6, 2018 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors approve the minutes from the December 7 and 8, 2017 Board of Directors meeting and February 20, 2018 Board of Directors conference call


Be it resolved that the secret ballots are destroyed April 5, 2018 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors accept the Saskatchewan Cattlemen’s Association application for regular membership

April 5, 2018 DEFEATED No Further Action Required

Be it resolved that the vote for the question to offer Saskatchewan Cattlemen’s Association regular membership go to secret ballot


Be it resolved that the secret ballots are destroyed April 5, 2018 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors revoke regular member status for Les Producteurs de Bovins du Québec and offer an associate membership

April 5, 2018 DEFEATED No Further Action Required

Be it resolved that the vote for the question to revoke regular membership go to secret ballot April 5, 2018 CARRIED No Further Action Required

Be it resolved that Mark Elford be nominated for CCIA Chair Mark Elford was declared CCIA chair by acclamation.

Be it resolved that Pat Hayes be nominated for CCIA Vice Chair Pat Hayes was declared CCIA Vice Chair by acclamation.

Be it resolved that Howard Bekkering be nominated for CCIA Finance Chair Howard Bekkering was declared CCIA Finance Chair by acclamation.

Be it resolved that Doug Sawyer be nominated for CCIA Executive Member Doug Sawyer was declared CCIA Executive Member by acclamation.

Be it resolved that Lyle Miller be nominated for CCIA Executive Member Lyle Miller was declared CCIA Executive Member by acclamation.



2018 RESOLUTIONS DATE OF RESOLUTION

DISPOSITION STATUS OF ACTION ITEMS

Be it resolved that the CCIA Board of Directors agree that the representatives from the Canadian Bison Association, Livestock Markets Association of Canada and Les Producteurs de Bovins du Québec retain voting rights for the April 5 and 6, 2018 Board of Directors meetings


Be it resolved that the CCIA Board of Directors appoint Anne Brunet-Burgess and Hina Thaker as scrutineers


Be it resolved that the Annual General Meeting of the Canadian Cattle Identification Agency be adjourned

April 5, 2018 AGM CARRIED No Further Action Required

Be it resolved that the members of the Canadian Cattle Identification Agency set the membership fees to zero dollars for 2018


Be it resolved that the members of the Canadian Cattle Identification Agency appoint PricewaterhouseCoopers as auditor for 2018


Be it resolved that the members of the Canadian Cattle Identification Agency accept the 2017 audited financial statements


Be it resolved that the members of the Canadian Cattle Identification Agency accept the General Manager’s report


Be it resolved that the members of the Canadian Cattle Identification Agency accept the Chair’s report


Be it resolved that the members of the Canadian Cattle Identification Agency elect the designated director appointed by their member organization to the CCIA Board of Directors for the coming year


Be it resolved that the CCIA member organizations approve the minutes from the Annual General Meeting held on April 6, 2017


Be it resolved that the Special General Meeting of the members of the Canadian Cattle Identification Agency adjourn

April 5, 2018 SGM CARRIED No Further Action Required

Be it resolved that the secret ballots are destroyed April 5, 2018 SGM CARRIED No Further Action Required




Be it resolved that the CCIA member organizations make an exemption to clause 23.1 to permit longer service of three (3) years for Gib Drury, Les Producteurs de Bovins du Québec (PBQ); Terry Kremeniuk, Canadian Bison Association (CBA) and Rick Wright, Livestock Markets Association of Canada, (LMAC) as these directors are required to address CCIA traceability issues 1st Larry Gerelus, 2nd Rob Bergevin

April 5, 2018 SGM DEFEATED 15 votes: (2 Proxy votes: 1 abstention; 1 to Chair to vote) 9 in favour; 6 against

Letter to CBA, LMAC and PBQ on outcome of SGM

Be it resolved that the CCIA member organizations appoint Anne Brunet-Burgess, CCIA General Manager and Hina Thaker, CCIA legal council as scrutineers for the secret ballot


Be it resolved that the vote for the question to make an exemption to the bylaw go to secret ballot


Be it resolved that the ballots are destroyed April 5, 2018 SGM CARRIED No Further Action Required

Be it resolved that the CCIA member organizations remove the clause no person shall hold the position of director for more than 12 terms from the CCIA bylaw section 23.1 1st Terry Kremeniuk/2nd Rob Bergevin

April 5, 2018 SGM DEFEATED 16 votes: (2 proxy votes) 10 in favour 6 against

Letter to CBA, LMAC and PBQ on outcome of SGM

Be it resolved that the CCIA member organizations appoint Anne Brunet-Burgess, CCIA General Manager and Hina Thaker, CCIA Legal Council as scrutineers for the secret ballot


Be it resolved that the vote for the question to remove the time limit clause go to secret ballot April 5, 2018 SGM CARRIED No Further Action Required

Be it resolved that the CCIA member organizations designate the Technical Advisory Committee (TAC) as a standing committee

April 5, 2018 SGM CARRIED Bylaws to be updated and submitted

Be it resolved that the CCIA member organizations approve the minutes from the Special General Meeting held on April 6, 2017


Be it resolved that the CCIA member organizations approve the agenda with the amendment of having the Technical Advisory Committee designation to be discussed first


Be it resolved that the CCIA Board of Directors recommend at the Annual General Meeting that PricewaterhouseCoopers be appointed auditor for 2018

March 19, 2018 CARRIED via email

No Further Action Required




Be it resolved that the CCIA Board of Directors approve the audited financial statements as presented for presentation at the Annual General Meeting

March 19, 2018 CARRIED via email


Be it resolved that the CCIA Board of Directors take the resolution to a Special General Meeting of the members to amend the bylaws to change the 12 term limit

February 20, 2018 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors amend the CCIA bylaws to allow member organizations, at their discretion, to extend the 12-year limit providing they have a valid reason

February 20, 2018 DEFEATED No Further Action Required




Be it resolved that the CCIA Board of Directors offer Canadian Meat Council a second opportunity for representation as an Associate Member

April 6, 2017 RECINDED No Further Action Required

Be it resolved that the CCIA Board of Directors adopt the Whistle Blower Policy as presented April 6, 2017 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors approve the CCIA Committees and their Chairs for 2017


Be it resolved that Dr. Pat Burrage be nominated for TAC Chair Dr. Pat Burrage was declared TAC Chair by acclamation.


Be it resolved that the CCIA Board of Directors approve the re-designation of the Technical Advisory Committee (TAC) as a Standing Committee

April 6, 2017 CARRIED Revise by-law to include TAC in the Standing Committees

Be it resolved that Doug Sawyer be nominated for Board Development Committee Chair Doug Sawyer was declared Board Development Committee Chair by acclamation.


Be it resolved that the CCIA Board of Directors appoint Anne Brunet-Burgess as General Manager


Be it resolved that Rick Wright be nominated for CCIA Executive Member Rick Wright was declared CCIA Executive member by acclamation.


Be it resolved that Doug Sawyer be nominated for CCIA Executive Member Doug Sawyer was declared CCIA Executive Member by acclamation.


Be it resolved that Tim Fugard be nominated for CCIA Finance Chair Tim Fugard was declared CCIA Finance Chair by acclamation.


Be it resolved that Pat Hayes be nominated for CCIA Vice Chair Pat Hayes was declared CCIA Vice Chair by acclamation.


Be it resolved that Mark Elford be nominated for CCIA Chair Mark Elford was declared CCIA Chair by acclamation.


Be it resolved that the CCIA Board of Directors appoint Anne Brunet-Burgess and Hina Thaker as scrutineers for the election of the Executive Committee


Be it resolved that the Annual General Meeting of the Canadian Cattle Identification Agency be adjourned

April 6, 2017 AGM

CARRIED No Further Action Required




Be it resolved that the members of the Canadian Cattle Identification Agency set the membership fees to zero dollars for 2017

April 6, 2017 AGM


Be it resolved that the members of the Canadian Cattle Identification Agency appoint PricewaterhouseCoopers as auditor for 2017

April 6, 2017 AGM


Be it resolved that the members of the Canadian Cattle Identification Agency accept the 2016 Audited Financial Statements

April 6, 2017 AGM


Be it resolved that the members of the Canadian Cattle Identification Agency accept the General Manager’s report

April 6, 2017 AGM


Be it resolved that the members of the Canadian Cattle Identification Agency accept the Chair’s Report

April 6, 2017 AGM


Be it resolved that the members of the Canadian Cattle Identification Agency elect the designated director appointed by their member organization to the CCIA Board of Directors for the coming year

April 6, 2017 AGM


Be it resolved that the CCIA Member Organizations approve the minutes from the Annual General Meeting held on April 7, 2016

April 6, 2017 AGM


Be it resolved that the Special General Meeting of the members of the Canadian Cattle Identification Agency adjourn

April 6, 2017 SGM


Be it resolved that the members of the Canadian Cattle Identification Agency approve the proposed amended by-law to align with the Canada Not-for-Profit Corporations Act as amended

April 6, 2017 SGM

CARRIED Amended By-law to be sent to CFIA and then Incorporations Canada

Be it resolved that the ballots are destroyed April 6, 2017 SGM CARRIED No Further Action Required

Be it resolved that the members of the Canadian Cattle Identification Agency reduce the Canadian Meat Council (CMC) director entitlement to the CCIA Board of Directors from two (2) directors to one (1) director

April 6, 2017 SGM

DEFEATED No Further Action Required

Be it resolved that the members of the Canadian Cattle Identification Agency appoint Reg Schellenberg and Doug Sawyer as scrutineers

April 6, 2017 SGM


Be it resolved that the members of the Canadian Cattle Identification Agency vote by secret ballot to determine the proposed resolution to reduce the Canadian Meat Council (CMC) director entitlement to the CCIA Board of Directors from two (2) directors to one (1) director

April 6, 2017 SGM






March 17, 2017 CARRIED Voted by Email


Be it resolved that the CCIA Board of Directors approve the audited Financial Statements as presented for presentation at the Annual General Meeting

March 17, 2017 CARRIED Voted by Email


Be it resolved that a Special General Meeting of the Canadian Cattle Identification Agency be held April 6, 2017 in Calgary, Alberta

January 24, 2017 CARRIED Voted by Email





Be it resolved that the CCIA Board of Directors authorize the CCIA Executive Committee to act on recommendations from the Technical Advisory Committee (TAC)

December 9, 2016 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors approve $25,000.00 for The Tag Retention Project – Phase II


Be it resolved that the CCIA Board of Directors approve the recommendation from the Technical Advisory Committee to approve the Simmental breed specific tag as submitted


Be it resolved that the CCIA Board of Directors approve the recommendation from the Technical Advisory Committee to approve the following tags for use in the upcoming goat traceability program: Allflex Combi Eartag (RFID); Datamars Araymond leg band (RFID); Shearwell Aset RFID Eartag (RFID); Shearwell Aet RFID Eartag for use on tail web; Shearwell Aset Visual Eartag (non- RFID); Shearwell Aset VIsual Eartag for use on tail web (non- RFID)


Be it resolved that the CCIA Board of Directors table the motion for financial support of $2500.00 to the Canadian Roundtable for Sustainable Beef as requested for the CRSB Verification Framework Project

December 9, 2016 TABLED

Be it resolved that the CCIA Board of Directors approve the annual compensation for cost of living of one half percent (.5%) of salary and up to an additional two and a half percent (2.5%) of salary as potential compensation at the discretion of the General Manager


Be it resolved that the CCIA Board of Directors approve $500.00 for the CCIA staff social fund as recognition for staff involvement delivering Traceability Symposium 2016


Be it resolved that the CCIA Board of Directors offer Canadian Meat Council a second opportunity for representation as an Associate Member

December 8, 2016 CARRIED Chair to follow-up with Canadian Meat Council

Be it resolved that the CCIA Board of Directors revise les Producteurs de Bovins du Québec status as a regular member of the corporation to that of Associate Member

December 8, 2016 DEFEATED No Further Action Required




Be it resolved that the CCIA Board of Directors further amend Clause 26 (proposals nominating directors at annual member’s meetings) of the revised by-law dated November 29, 2016 to remove Canadian Sheep Federation as a named member of the corporation as species representation is included in Clause 3 of the bylaw, to read as follows:

The directors shall be elected at each annual meeting by the members of the corporation.

The Canadian Cattlemen’s Association shall be entitled to elect three directors so long as it is a member of the corporation. The Canadian Meat Council shall be entitled to elect one director so long as it is a member of the corporation. The Livestock Markets Association of Canada shall be entitled to elect one director so long as it is a member of the corporation. The board of directors shall determine the number of directors that any new member of the corporation will be entitled to elect.


Be it resolved that the CCIA Board of Directors amend Clause 26 (proposals nominating directors at annual member’s meetings) of the revised by-law dated November 29, 2016 to read as follows:

The directors shall be elected at each annual meeting by the members of the corporation.

The Canadian Cattlemen’s Association shall be entitled to elect three directors so long as it is a member of the corporation. The Canadian Meat Council shall be entitled to elect one director so long as it is a member of the corporation. The Livestock Markets Association of Canada shall be entitled to elect one director so long as it is a member of the corporation. The Canadian Sheep Federation shall be entitled to elect one director so long as it is a member of the corporation. The board of directors shall determine the number of directors that any new member of the corporation will be entitled to elect.

December 8, 2016 CARRIED 1 Opposed


Be it resolved that the CCIA Board of Directors amend Clause 24 (number of directors) of the revised by-law dated November 29, 2016 to read as follows: The board shall consist of not fewer than ten (10) directors and not more than twenty-one (21) directors. Only delegates appointed by members of the corporation are eligible to be elected to the board.


Be it resolved that the CCIA Board of Directors approve the 2017 budget as presented December 8, 2016 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors endorse and publish on the CCIA website the revised Cattle Implementation Plan document dated March 21, 2016 and distributed August 26, 2016

December 8, 2016 CARRIED




Be it resolved that the development costs for dairy and sheep will be paid for by CCIA from the $3.98 million of restricted and will be recovered through species CLTS fees

November 1, 2016 CARRIED No Further Action Required

Be it resolved that any rate change to species CLTS fees to full cost recovery levels be deferred until such time that the Health of Animals Act regulatory amendments are implemented and CCIA updates its core business and the CLTS to address the new regulatory requirements

November 1, 2016 CARRIED 6 Approved 4 Against


Be it resolved that the $3.98 million core business budget be moved from the unrestricted funds to the restricted funds in the balance sheet in support of the business plan


Be it resolved that the CCIA Board of Directors will approve the core business plan as presented with the outlined budget of $3.98 million


Be it resolved that the $1 million earmarked on the balance sheet for a building be moved to the internally restricted disaster recovery emergency fund and the matter of a building will be revisited in 3 years time


Be it resolved the CCIA Board of Directors approve the Allflex lPR mobile reader based on laboratory testing that indicates it meets the current CCIA testing standards for approved RFID readers


Be it resolved the CCIA Board of Directors approve, in principle, a project proposing the next phase of the National Tag Retention Project


Be it resolved that CCIA will match up to a maximum of $10,000 of funds contributed by industry partners for a third-party review of the Caroline Dubé epidemiological study, the proposed amendments to the Health of Animals regulations and the CIP report


Be it resolved that the CCIA Board of Directors nominate Steve Primrose for the Alberta Agriculture Hall of Fame

April 8, 2016 CARRIED Deadline April 30, 2016

Be it resolved that the CCIA Board of Directors direct the Finance Chair to review the general manager’s expenses according to staff expense policy


Be it resolved that the CCIA Board of Directors direct the Finance and Audit Committee to review the current per diem and expense policy and specifically, among other required updates, ensure that the policy requires claim forms to be submitted within 90 days of the meeting to which they relate

April 8, 2016 CARRIED F & A Committee to present policy to Board of Directors




Be it resolved that the CCIA Board of Directors accept the recommendation from the Technical Advisory Committee to have the CCIA management team to develop a policy recommendation on data security and privacy for CLTS data and return the document to the Technical Advisory Committee for review

April 8, 2016 CARRIED

Be it resolved that the CCIA Board of Directors accept the recommendation from the Technical Advisory Committee to approve a breed specific tag for the Canadian Hereford Association


Be it resolved that the CCIA Board of Directors accept the recommendation from the Technical Advisory Committee to implement the appropriate changes to the CLTS database for the addition of a new data field, linked to the CCIA tag number that will allow the CLTS to hold a genotypic identifier for each animal if appropriate data is supplied by industry


Be it resolved that the CCIA Board of Directors direct management to provide direct and indirect cost analysis to the finance and audit committee for their review and recommendation to the Board


Be it resolved that the CCIA Board of Directors approve the minutes from the March 22, 2016 Board of Directors conference call


Be it resolved that the CCIA Board of Directors approve the minutes from the December 3 and 4, 2015 Board of Directors meeting


Be it resolved that the motion to elect/appoint the CCIA Board of Directors representatives to the CATS board be brought back to the table.” The tabled motion was determined as no longer relevant due to the resolutions passed


Be it resolved that the CCIA Board instructs CCIA management to develop a business plan to accomplish the required development of the Canadian Livestock Tracking System (CLTS) to meet the upcoming regulatory amendment requirements

April 7, 2016 CARRIED 2 Abstained


Be it resolved that CCIA will send a letter to Agriculture and Agri-food Canada (AAFC) providing formal notice of resignation from the CATS board; the intention to proceed with development of the Canadian Livestock Tracking System (CLTS) to meet the upcoming regulatory amendment requirements; and to make a recommendation regarding allocation/reallocation of the CATS funding and assets in the event that CATS is no longer going to move forward






Be it resolved that CCIA will resign as member of the Canadian Agri-Traceability Services (CATS), effective immediately



Be it resolved that the CCIA Board of Directors approve the CCIA committees and their members for 2016


Be it resolved that the CCIA Board of Directors table the election/appointment of the CCIA Board of Directors representatives to the CATS board


Be it resolved that the CCIA Board of Directors appoint Anne Brunet-Burgess as General Manager


Executive Member (2 positions) The Nominations Committee brought forward Doug Sawyer and Rick Wright for Executive Members. Nominations accepted. Gib Drury nominated Larry Garrett. Larry Garrett declined. Nominations were called for two (2) additional times. BE IT RESOLVED THAT DOUG SAWYER AND RICK WRIGHT BE NOMINATED FOR CCIA EXECUTIVE MEMBER Doug Sawyer and Rick Wright were declared CCIA Executive Members by acclamation


Finance chair The nominations committee brought forward Tim Fugard for CCIA Finance Chair. Nomination accepted. Nominations were called for three (3) times. BE IT RESOLVED THAT TIM FUGARD BE NOMINATED FOR CCIA FINANCE CHAIR Tim Fugard was declared CCIA Finance Chair by acclamation


Vice chair The nominations committee brought forward Pat Hayes for CCIA Vice Chair. Nomination accepted. Nominations were called for three (3) times. BE IT RESOLVED THAT PAT HAYES BE NOMINATED FOR CCIA VICE CHAIR Pat hayes was declared CCIA vice chair by acclamation





Chair The Nominations Committee brought forward Mark Elford for CCIA Chair. Nomination accepted. Nominations were called for three (3) times. BE IT RESOLVED THAT MARK ELFORD BE NOMINATED FOR CCIA CHAIR Mark Elford was declared CCIA Chair by acclamation.


Be it resolved that the CCIA Board of Directors appoint Paul Laronde and Rick Frederickson as scrutineers for the election of the executive committee


Be it resolved that the agenda be approved and the board meeting reconvene following the in-camera session


Be it resolved the annual general meeting of the Canadian Cattle Identification Agency be adjourned


Be it resolved the CCIA membership set the annual membership fee to zero dollars April 7, 2016 AGM CARRIED No Further Action Required

Be it resolved CCIA membership appoint PricewaterhouseCoopers as auditor for 2016 April 7, 2016 AGM CARRIED No Further Action Required

Be it resolved the members of the Canadian Cattle Identification Agency accept the 2015 audited financial statements


Be it resolved that the CCIA membership elect the designated director appointed by the member organization to the CCIA Board of Directors for the coming year


Be it resolved that the CCIA member organizations approve the minutes from the Annual General Meeting held on March 26, 2015



March 22, 2016 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors approve the audited financial statements as presented for presentation at the Annual General Meeting




DISPOSTION STATUS OF ACTION ITEMS

Be it resolved that the CCIA Board of Directors approve CCIA’s management request to provide a proposal to the Canadian Goat Federation (CGF) based on a cost analysis of administration of other species that CCIA administers


Be it resolved that the CCIA Board of Directors approve CCIA’s membership in the Canadian Round Table for Sustainable Beef


Be it resolved that the CCIA Board of Directors approve the recommendation from the Technical Advisory Committee that the CCIA Board of Directors instruct CCIA’s management team to present to the Board a detailed cost analysis to update the CLTS to be compliant with the establishment of field or fields for the collection and storage of genotypic data linked to the CCIA tag number that will support traceability and value-added data for producers


Be it resolved that the CCIA Board of Directors approve the annual compensation for staff for cost of living of one percent of salary and a two percent of salary discretionary amount as an award for exceptional work


Be it resolved that the CCIA Board of Directors approve the financial support for CCIA delegates, on the CIP Committee, to attend meetings in Ottawa in early January to present the CIP to AAFC and CFIA


Be it resolved that the CCIA Board of Directors approve the revised Board Development Committee Terms of Reference with amendment to include a timeframe for identifying candidates and circulating the nominations list to the Board of Directors


Be it resolved that the CCIA Board of Directors approve the revised Board Development Committee Terms of Reference with amendment


Be it resolved that the CCIA Board of Directors direct CCIA management to determine the best mid-level sponsorship for maximum effect for the National Beef Industry Conference


Be it resolved that the CCIA Board of Directors approve the 2016 budget as presented December 3, 2015 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors approve John Stevenson as the fifth member of the Canadian Agri-Traceability Services (CATS) Board

October 5, 2015 CARRIED No Further Action Required




Whereas: CCIA’s new General Manager has asked for direction from the Board and whereas: CCIA has the document for a strategic plan Be it resolved that the CCIA Board of Directors instruct the CCIA General Manager to bring a business plan for CCIA to the Board of Directors that will ensure the longevity of CCIA, keep CCIA as the administrator for cattle, sheep, bison and other species of livestock, if they so choose, and to make CCIA the leader in traceability for livestock in Canada

Sept 11, 2015 CARRIED Business Plan to be presented to the Board of Directors at December 2015 meeting

Be it resolved that the CCIA Board of Directors accept the recommendation from the Technical Advisory Committee (TAC) to approve and appropriate monies to support the proposed funding application to the Alberta Livestock and Meat Agency (ALMA) for the private data network project (as discussed at TAC) to 10% of the total amount requested or $50,000.00 whichever is less which will support and strengthen the application and will not be spent if the application is rejected

Sept 11, 2015 CARRIED Tag and Technology Manager to pursue funding through ALMA

Be it resolved that the CCIA Board of Directors accept the recommendation from the technical Advisory Committee to request the approval of an orange coloured, CCIA breed tag for the Gelbvieh Association from the Minister or his designate

Sept 11, 2015 CARRIED CCIA Gelbvieh tag approval to be submitted to Minister or his designate

Be it resolved that the CCIA Board of Directors task CCIA’s Finance and Audit committee to review the quotes for service and pursue obtaining an opinion and developing a preliminary business structure. Consulting fees for the opinion and preliminary business structure to not exceed $20,000.00

Sept 11, 2015 CARRIED Finance Manager to present findings to Board of Directors

Be it resolved that the CCIA Board of Directors request CCIA’s finance Manager to obtain quotes for service to provide analysis and costs for a business model transition to address CCIA’s increasing revenue and not-for-profit status

Sept 11, 2015 CARRIED Finance Manager to obtain quotes for service

Be it resolved that the CCIA Board of directors instruct CCIA’s Management Team to present to the Board a Detailed cost analysis to update the CLTS to be compliant with the proposed amendments to the ‘Health of Animals’ regulation

Sept 10, 2015 CARRIED No Further Action Required

Be it resolved that the CCIA Board of Directors instruct CCIA’s in-house legal counsel to investigate CCIA’s liability, risks and responsibilities for the best strategy in dissolving the partnership with the Canadian Agri-Traceability Services (CATS)

Sept 10, 2015 CARRIED 2 Abstained


Be it resolved that the CCIA Board of Directors approve the 2015 2nd quarter financial statement for information purposes

Sept 10, 2015 CARRIED No Further Action Required




Be it resolved that the CCIA Management request that CATS upgrade and make the necessary modifications to the CLTS database to make it compatible with the future needs and upcoming requirements of the federal traceability regulations.

June 30, 2015 CARRIED No Further Action Required

Be it resolved that the CCIA representatives on the CATS Board be instructed to abandon the ATQ licensing agreement and pursue other database opportunities such as the CLTS.

June 30, 2015 CARRIED 1 Abstained 3 Opposed


Be it resolved that the CCIA Board of Directors empower the CCIA CATS representatives to sign the licensing agreement as proposed.

April 17, 2015 CARRIED 1 Abstained 2 Opposed


Be it resolved that the CCIA Board of Directors accept the Human Resources Committee recommendation that Anne Brunet-Burgess be offered the position of the General Manager of the Canadian Cattle Identification Agency.

March 30, 2015 CARRIED Unanimously





Whereas: CCIA has been working collaboratively with ATQ to develop a common database for Canadian Agri-Traceability Services;

And whereas: CATS and ATQ have been negotiating a licensing agreement which should have been completed prior to enhancements being made to the database;

And whereas: CCIA believes that the CATS organization is at significant risk by making investments in the ATQ database without a clear guarantee that ATQ will sign a licensing agreement;

And whereas: At its last board meeting, CCIA instructed the CATS board members to complete a licensing agreement no later than January 31, 2015;

And whereas: Additional delays could jeopardize the ability of the CATS organization to deliver a Canadian traceability database on time;

And whereas: Actions taken by ATQ have delayed the agreement to this point, and actions taken by ATQ have resulted in clauses in the agreement that deviated significantly from the understanding of CCIA and the Government of Canada prior to beginning any work on CATS;

And whereas: CCIA has concerns that decisions being made through the CATS governance process are being influenced by board members who may have a real or perceived conflict of interest;

And whereas: CCIA strongly supports the CATS organization, and would like to reinforce the need that sound business practices be followed in all its negotiations and contractual arrangements.

Be it resolved that the CCIA Board of Directors instruct their board members on CATS to have a licensing agreement signed and completed by April 15, 2015, that is independent of all other agreements between ATQ and CATS, and if it is not completed by April 15, 2015 that cats immediately pursue a suitable database to be the repository for agricultural traceability in Canada.

March 30, 2015 CARRIED 1 Opposed


Be it resolved that the CCIA Board of Directors take the motion tabled at the March 27, 2015 Board of Directors meeting regarding CCIA’s instructions to the CATS representatives to pursue a new database off the table.


Be it resolved that the CCIA Board of Directors table motion regarding CCIA’s instructions to the CATS representatives to pursue a new database to a board conference call on Monday, March 30, 2015.





Whereas: CCIA has been working collaboratively with ATQ to develop a common database for Canadian Agri-Traceability Services;

And whereas: CATS and ATQ have been negotiating a licensing agreement which should have been completed prior to enhancements being made to the database;

And whereas: CCIA believes that the CATS organization is at significant risk by making investments in the ATQ database without a clear guarantee that ATQ will sign a licensing agreement;

And whereas: At its last board meeting, CCIA instructed the CATS board members to complete a licensing agreement no later than January 31, 2015;

And whereas: Additional delays could jeopardize the ability of the CATS organization to deliver a Canadian traceability database on time;

And whereas: Actions taken by ATQ have delayed the agreement to this point, and actions taken by ATQ have resulted in clauses in the agreement that deviated significantly from the understanding of CCIA and the Government of Canada prior to beginning any work on CATS;

And whereas: CCIA has concerns that decisions being made through the CATS governance process are being influenced by board members who may have a real or perceived conflict of interest;

And whereas: CCIA strongly supports the CATS organization, and would like to reinforce the need that sound business practices be followed in all its negotiations and contractual arrangements.

Be it resolved that the CCIA Board of Directors instruct their board members on CATS to pursue a different database to be the repository for agricultural traceability in Canada.

March 27, 2015 TABLED No Further Action Required

Be it resolved that the CCIA Board of Directors instruct management to pursue funding that will carry this tag trial to completion.

March 27, 2015 CARRIED Pursue Funding for Project

Be it resolved that the CCIA Board of Directors accept the recommendation from the Technical Advisory Committee to have CCIA management investigate the potential commercial possibilities of and potential for investing funds in the development and commercialization of a toll manufactured RFID tag and report their findings back to the CCIA Board.

March 27, 2015 CARRIED 1 Opposed

Management Team to investigate and present findings to Board of Directors




Be it resolved that the CCIA Board of Directors accept the recommendation from the Technical Advisory Committee to have CCIA management explore all the relevant implications (legal, tax and business) of expanding the scope of products sold on the CCIA ecommerce website to additional non tag products and report their findings back to the CCIA Board.


Be it resolved that the CCIA Board of Directors approve the minutes from the March 23, 2015 Board of Directors conference call.


Be it resolved that the CCIA Board of Directors approve the minutes from the December 3 and 4, 2014 Board of Directors meeting.


Be it resolved that the CCIA Board of Directors appoint Darcy Eddleston and Terry Kremeniuk as the CCIA Board of Directors representatives to the CATS board for the next year.


Director at Large (2 positions) The Nominations Committee brought forward Pat Hayes for Director at Large. Nomination accepted. Nominations were called for three (3) times. BE IT RESOLVED THAT PAT HAYES BE NOMINATED FOR CCIA DIRECTOR AT LARGE BE IT RESOLVED THAT THE NOMINATIONS FOR DIRECTOR AT LARGE CEASE Pat Hayes was declared CCIA Directors at Large by acclamation.

The Nominations Committee brought forward Rick Wright for Director at Large. Nomination accepted. BE IT RESOLVED THAT RICK WRIGHT BE NOMINATED FOR CCIA DIRECTOR AT LARGE BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA DIRECTOR AT LARGE CEASE Rick Wright was declared CCIA Directors at Large by acclamation.


Finance Chair The Nominations Committee brought forward John Tilley for CCIA Finance Chair. Nomination accepted. Nominations were called for three (3) times. BE IT RESOLVED THAT JOHN TILLEY BE NOMINATED FOR CCIA FINANCE CHAIR BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA FINANCE CHAIR CEASE John Tilley was declared CCIA Finance Chair by acclamation.





Vice Chair The Nominations Committee brought forward Mark Elford for CCIA Vice Chair. Nomination accepted. Nominations were called for three (3) times. BE IT RESOLVED THAT MARK ELFORD BE NOMINATED FOR CCIA VICE CHAIR. BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA VICE CHAIR CEASE Mark Elford was declared CCIA Vice Chair by acclamation.


Chair The Nominations Committee brought forward Dr. Pat Burrage for CCIA Chair. Nomination accepted. Nominations were called for three (3) times. BE IT RESOLVED THAT DR. PAT BURRAGE BE NOMINATED FOR CCIA CHAIR BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA CHAIR CEASE CARRIED Dr. Pat Burrage was declared CCIA Chair by acclamation.


Be it resolved that the CCIA Board of Directors appoint Ross Macdonald and Darcy Eddleston as scrutineers for the election of the Executive Committee.


Be it resolved the Annual General Meeting of the Canadian Cattle Identification Agency be adjourned.


Be it resolved the CCIA Membership set the annual membership fee to zero dollars. March 26, 2015 CARRIED No Further Action Required

Be it resolved the CCIA Membership appoint PricewaterhouseCoopers as auditor for 2015.


Be it resolved the members of the Canadian Cattle Identification Agency accept the 2014 audited financial statements.


Be it resolved that the CCIA Membership accept the appointed member organization representatives to CCIA Board of Directors for the coming year.


Be it resolved that the CCIA member organizations approve the minutes from the 2014 annual general meeting held on April 10, 2014


Be it resolved that the CCIA Member organizations approve the minutes from the 2014 Special General Meeting held on April 10, 2014.





Be it resolved that the CCIA Board of Directors accept the Human Resources Committee recommendation that Michael Latimer be appointed the General Manager of the Canadian Cattle Identification Agency at the Board of Directors meeting on March 26, 2015.


Be it resolved that the CCIA Board of Directors recommend at the Annual General Meeting that PricewaterhouseCoopers be appointed auditor for 2015.


Be it resolved that the CCIA Board of Directors approve the audited financial statements as presented for presentation at the Annual General Meeting.





Be it resolved that the CCIA Board of Directors approve to send a CCIA and CCA delegation to meet with the appropriate ministers and government department at their convenience to discuss the Cattle Implementation Plan (CIP), industry’s traceability road map as agreed to at the National Cattle Traceability Summit in September 2011 in Saskatoon

Board Meeting April 11, 2014

CARRIED Work in collaboration with CCA to set up meetings as soon as convenient for Ministers and government participants

Be it resolved that the CCIA Board of Directors remove its representative on the National Identification Device Methodology Advisory Committee (NIDMAC)


CARRIED 1 Opposed

Resignation notice to be given to NIDMAC and ISO committee informed by June 2014

Be it resolved that the CCIA Board of Directors approve a facilitated bylaw review session as part of the board training session as planned for later in 2014


CARRIED Session to be held in conjunction with December Board Meeting

Be it resolved that the CCIA Board of Directors in co-operation with the funding agreements approve the release of the Calf Tag Retention Study data and CCIA staff will communicate directly the results to the tag manufacturers prior to the data being released


CARRIED Results to be vetted by funding agencies, shared with tag manufactures and published by July 2014

Be it resolved that the CCIA Board of Directors Darcy Eddleston and Terry Kremeniuk as the CCIA Board of Directors representatives to the CATS Board for the next year



Be it resolved that the CCIA Board of Directors appoint Brian Caney as General Manager Board Meeting April 10, 2014





Director at Large (2 positions) The Nominations Committee brought forward Pat Hayes for Director at Large and he accepted the nomination. The Nominations Committee brought forward Rick Wright for Director at Large and he accepted the nomination. It was asked if there were any other nominations from the floor.

BE IT RESOLVED THAT STEVE EBY BE NOMINATED FOR CCIA DIRECTOR AT LARGE Steve Eby declined the nomination. Second call for nominations from the floor.

BE IT RESOLVED THAT THERESA ZUK BE NOMINATED FOR CCIA DIRECTOR AT LARGE Theresa Zuk declined the nomination. Third call for nominations from the floor.

BE IT RESOLVED THAT PAT HAYES BE NOMINATED FOR CCIA DIRECTOR AT LARGE

BE IT RESOLVED THAT RICK WRIGHT BE NOMINATED FOR CCIA DIRECTOR AT LARGE BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA DIRECTOR AT LARGE CEASE


CARRIED Pat Hayes and Rick Wright were declared CCIA Directors at Large by acclamation


Finance Chair The Nominations Committee brought forward John Tilley for CCIA Finance Chair and he accepted the nomination. Nominations were called for three (3) times. BE IT RESOLVED THAT JOHN TILLEY BE NOMINATED FOR CCIA FINANCE CHAIR BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA FINANCE CHAIR CEASE


CARRIED John Tilley was declared CCIA Finance Chair by acclamation


Vice Chair The Nominations Committee brought forward Mark Elford for CCIA Vice Chair and he accepted the nomination. Nominations were called for three (3) times. BE IT RESOLVED THAT MARK ELFORD BE NOMINATED FOR CCIA VICE CHAIR CARRIED BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA VICE CHAIR CEASE


CARRIED Mark Elford was declared CCIA Vice Chair by acclamation





Chair The Nominations Committee brought forward Dr. Pat Burrage for CCIA Chair and he accepted the nomination. Nominations were called for three (3) times. BE IT RESOLVED THAT DR. PAT BURRAGE BE NOMINATED FOR CCIA CHAIR CARRIED BE IT RESOLVED THAT THE NOMINATIONS FOR CCIA CHAIR CEASE


CARRIED Dr. Pat Burrage was declared CCIA Chair by acclamation


Be it resolved that the CCIA Board of Directors appoint Paul Laronde, CCIA and John Brown, AARD, scrutineers for the election of the Executive Committee



Be it resolved the Annual General Meeting of the Canadian Cattle Identification Agency be adjourned

AGM – April 10, 2014


Be it resolved the CCIA membership set the annual membership fee to zero dollars AGM – April 10, 2014


Be it resolved the CCIA membership appoint PricewaterhouseCoopers as auditor for 2014 AGM – April 10, 2014


Be it resolved the members of the Canadian Cattle Identification Agency accept the adjusted 2013 Audited Financial Statements



Be it resolved that the CCIA membership accept the appointed member organization representatives to CCIA Board of Directors for the coming year



Be it resolved that the CCIA member organizations approve the minutes from the 2013 Annual General Meeting held on April 11, 2013



Be it resolved the members of the Canadian Cattle Identification Agency authorize the CCIA Board of Directors to apply for a Certificate of Continuance under the new Canada Not-for-profit Corporations Act

SGM – April 10, 2014

CARRIED Submit application to Corporations Canada by Oct 17, 2014

Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to complete a Tag Manufacturing Licence with Shearwell

Board Conf Call March 19, 2014

CARRIED CCIA Management to complete Tag Manufacturing Licence with Shearwell



CARRIED A member from PwC be invited to the AGM




Be it resolved that the CCIA Board of Directors approve the audited Financial Statements as presented for presentation at the Annual General Meeting


CARRIED 2013 Financial Statements to be presented at the AGM

Be it resolved that the CCIA Board of Directors agree to increase the loan to the Canadian Agri-traceability Services (CATS) to $75,000 with the understanding this amount will be repaid as per the loan agreement


CARRIED Finalize Loan Agreement and send funds to CATS Executive Director

Be it resolved that a Special General Meeting of the Canadian Cattle Identification Agency will be held April 10, 2014 in Calgary, Alberta to authorize the directors to apply for a Certificate of Continuance under the new Canada Not-for-Profit Act


CARRIED Notice sent to Member Organizations by Mar 13, 2014

Be it resolved that the CCIA Board of Directors recommend to the member organizations that the members of the Canadian Cattle Identification Agency authorize the directors to apply for a Certificate of Continuance under the new Canada Not-for-Profit Act


CARRIED Send resolution and documentation to Member Organizations by March 13, 2014

Be it resolved that the Annual General Meeting of the Canadian Cattle Identification Agency be held April 10, 2014 in Calgary, Alberta


CARRIED Notice sent to Member Organizations by March 13, 2014




Be it resolved that the CCIA Board of Directors approve funding to cover contract services until the Growing Forward 2 funding for Tag Retention Project has been awarded. These funds are to be reimbursed from the grant.

Board Meeting December 5, 2013


Be it resolved that the CCIA Board of Directors accept the recommendation from the Technical Advisory Committee to approve the Aleis ISO FFW-9060-EXP-CLK Reader as per protocol and procedures and to add this reader to the approved CCIA RFID Reader List


CARRIED Recommendation from the Technical Advisory Committee Dec 4, 2013


Be it resolved that the CCIA Board of Directors accept the recommendation from the Board Development Committee to engage in the services of Eli Mina for a board development training session in 2014


CARRIED Recommendation from the Board Development Committee Dec 4, 2013


Be it resolved that the CCIA Board of Directors agree to loan $15,000 to the Canadian Agri-Traceability Services (CATS) with the understanding this amount will be repaid as per the loan agreement and contingent upon Agri-Traçabilité Québec (ATQ) lending the equivalent amount to CATS at the same time


CARRIED 1 Abstained: Terry Kremeniuk, CCIA Finance Chair 1 Opposed: Theresa Zuk, MBP


Be it resolved that the CCIA Board of Directors approve the 2014 Tag Dealer Registry Budget as presented



Be it resolved that the CCIA Board of Directors approve the 2014 Tag Supply Chain Optimization Project (TSCOP) Budget as presented



Be it resolved that the CCIA Board of Directors approve the 2014 CCIA Budget as presented



Be it resolved the CCIA Board of Directors formally recognize Steve Primrose for his contribution to moving traceability forward

Board Meeting September 6, 2013

CARRIED

Letter from Ag Minister Ritz pending




Be it resolved that the CCIA Board of Directors accept the technical advisory committee recommendation to approve the

• Gallagher HR4 Mobile Reader;

• Gallagher HR5 Mobile Reader; as per protocol and procedures and these readers will be added to the Approved CCIA RFID Reader List


CARRIED Recommendation from the Technical Advisory Committee Sept 4, 2013


Be it resolved the CCIA Board of Directors accept the HR Committee recommendation to include the compressed schedule option in the HR Policy


CARRIED

Include Compressed Schedule information in HR Policy

Be it resolved the Board Development Committee recommend to the CCIA Board of Directors to adopt the policy that all meeting minutes, even after they are approved, are not for distribution beyond the Board of Directors. A document that provides highlights of the meeting will be provided for public distribution.


DEFEATED


Be it resolved that the CCIA Board of Directors to transfer $1,040,000 into the operating reserve fund


CARRIED

Transfer is pending

Be it resolved that the CCIA Board of Directors accept the Finance and Audit Committee recommendation to approve the Investment Policy Statement and Guidelines as written


CARRIED


Be it resolved the CCIA Board of Directors approve the Management Team to proceed with the tag supply chain optimization project (TSCOP) pending the successful negotiation of the supply/service agreement with the turn key vendor


CARRIED


Be it resolved that the CCIA Board of Directors approve John Stevenson as the Canadian Agri-Traceability Services (CATS) fifth Board Member

Board Conf. Call May 13, 2013


Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the

• Destron DTR 5-45 Mobile Reader;

• Destron DTR 5-60 Mobile Reader;

• Allflex RS420-45 Mobile Reader and the

• Allflex RS420-60 Mobile Reader

readers as per protocol and procedures and these readers will be added to the Approved CCIA RFID Reader List.


CARRIED Recommendation from the Technical Advisory Committee

April 10, 2013





Be it resolved the CCIA Board of Directors approve the Allflex Ultraflex tag (SKU CE22U23U22U23 AND SKU RE22U23000000) to CFIA for inclusion in the livestock identification and traceability program, tags approved for the bovine sector, for use in dairy animals.



April 10, 2013


Be it resolved the CCIA Board of Directors add head-gate readers and the associated technical specification standards as a reader classification in the CCIA RFID Reader Standards, Procedures and Testing Document Version 8.



April 10, 2013


Be it resolved that the CCIA Board of Directors accept the 2013 CCIA committees, members and committee chairs with additions and as amended.


CARRIED


Be it resolved that the CCIA Board of Directors supports the incorporation of the Canadian Agri-Traceability Service (CATS) as the provider of a national database for traceability, if in the event that CATS does not meet CCIA's requirements or if CATS ceases to exist, CCIA will recover the source code and all related rights.


CARRIED

Unanimously


Be it resolved that the CCIA Board of Directors tabled resolution where CATS ceases to operate or dissolve, or CCIA terminates its relationship with CATS then CCIA will get a copy of the up to date software was re-opened.


CARRIED


Be it resolved that the CCIA Board of Directors accept the 1st quarter draft preliminary financial statements for information purposes.


CARRIED


Be it resolved that if CATS ceases to operate or dissolve, or CCIA terminates its relationship with CATS then CCIA will get a copy of the up to date software

The wording of this resolution was discussed and it was suggested it would be reworked and presented at the meeting the next day.

Be it resolved that the CCIA Board of Directors table the resolution that if CATS ceases to operate or dissolve, or CCIA terminates its relationship with CATS then CCIA will get a copy of the up to date software.


CARRIED





Darcy Eddleston and Terry Kremeniuk both accepted their nominations as CCIA's representatives to CATS Board. It was asked if there were any other nominations from the floor. Second call for nominations. Third call for nominations.

Be it resolved that the nominations for CCIA Representatives to the CATS Board cease.


CARRIED Darcy Eddleston and Terry Kremeniuk were declared CCIA's representatives on the CATS Board


Be it resolved that the CCIA Board of Directors representatives to the CATS Board serve staggered terms with one representative serving one year and the other representative serving two years.


CARRIED

1 Opposed

Resolution to be forwarded to CATS Board

Be it resolved that the CCIA Board of Directors appoint Brian Caney as General Manager. Board Meeting April 11, 2013

CARRIED


Director at Large (2 positions)

The Nominations Committee brought forward Mark Elford and Rick Wright for Director at Large

Be it resolved that Mark Elford be nominated for CCIA Director at Large

Be it resolved that Rick Wright be nominated for CCIA Director at Large carried

Mark Elford and Rick Wright accepted the nominations. It was asked if there were any other nominations from the floor. Second call for nominations. Third call for nominations.

Be it resolved that the nominations for CCIA Director at Large cease.


CARRIED

Mark Elford and Rick Wright were declared CCIA Directors at Large


Finance Chair

The Nominations Committee brought forward Terry Kremeniuk for CCIA Finance Chair

Be it resolved that Terry Kremeniuk be nominated for CCIA Finance Chair CARRIED

Terry Kremeniuk accepted the nomination. It was asked if there were any other nominations from the floor. Second call for nominations. Third call for nominations.

Be it resolved that the nominations for CCIA Finance Chair cease.

Board Meeting

April 11, 2013

CARRIED

Terry Kremeniuk was declared

CCIA Finance Chair


Vice Chair

The Nominations Committee brought forward Ron Versteeg for CCIA Vice Chair

Be it resolved that Ron Versteeg be nominated for CCIA Vice Chair

Ron Versteeg accepted the nomination. It was asked if there were any other nominations from the floor. Second call for nominations. Third call for nominations.

Be it resolved that the nominations for CCIA Vice Chair cease.

Board Meeting

April 11, 2013

CARRIED

Ron Versteeg

was declared

CCIA Vice Chair





Chair

The Nominations Committee brought forward Dr. Pat Burrage for CCIA Chair

Be it resolved that Dr. Pat Burrage be nominated for CCIA Chair

Dr. Pat Burrage accepted the nomination. It was asked if there were any other nominations from the floor. Second call for nominations. Third call for nominations.

Be it resolved that the nominations for CCIA Chair cease.

Board Meeting

April 11, 2013

CARRIED

Dr. Pat Burrage was declared

CCIA Chair


Be it resolved that the CCIA Board of Directors appoint Wendy Belcher, CBBC and Melissa Laronde, DFC scrutineers for the election of the Executive Committee.

Board Meeting

April 11, 2013

CARRIED


Be it resolved that the Annual General Meeting of the Canadian Cattle Identification Agency be adjourned.

AGM

April 11, 2013

CARRIED


Be it resolved that the CCIA membership appoint PricewaterhouseCoopers as auditor for 2013.

AGM April 11, 2013

CARRIED


Be it resolved that the CCIA membership accept the 2012 Audited Financial Statements. AGM

April 11, 2013

CARRIED


Be it resolved that the CCIA membership accept the appointed member organization representatives and alternates to CCIA Board of Directors for the coming year.

AGM

April 11, 2013

CARRIED


Be it resolved that the CCIA member organizations approved the minutes from 2012 Annual General Meeting held on April 12, 2012.

AGM April 11, 2013

CARRIED


Be it resolved that the CCIA Board of Directors recommend at the Annual General Meeting that PricewaterhouseCoopers be appointed auditor for 2013.

Board Conf. Call

March 27, 2013

CARRIED

Unanimously


Be it resolved that the CCIA Board of Directors approve the Audited Financial Statements for 2012.

Board Conf. Call

March 27, 2013

CARRIED

Unanimously


Be it resolved that the CCIA Board of Directors continue to work in partnership with ATQ (Agri-Traçabilité Québec) for a single national multi-species database (CATS: Canadian Agri-Traceability Services) and the CCIA Steering Committee members continue to negotiate a financial deal in the best interest of CCIA.

Board Meeting March 19, 2013

CARRIED 11 in Favour

2 Opposed as

noted: T. Zuk, MBP; B. Lowe, ABP





Be it resolved that the CCIA annual general meeting will be held in Calgary, Alberta on April 11, 2013 with a CCIA Board Meeting to follow in the evening of April 11, 2013 and April 12, 2013.

Board Meeting

December 7, 2012


Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Nedap VP 1007 stationary reader as per protocol and procedures. This reader to be added to the Approved CCIA RFID Reader List conditional to a successful field test.

Board Meeting

December 7, 2012


Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Tru-test XRS-2 mobile stick reader as per protocol and procedures and this reader will be added to the Approved CCIA RFID Reader List.

Board Meeting

December 7, 2012


Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the

• Bio Control HHR3000LT with integrated antenna;

• Bio Control HHR3000 Pro v2 with short rod antenna;

• Bio Control HHR3000 Pro v2 with short loop antenna;

• Bio Control HHR3000 Pro v2 with long loop antenna and the

• Bio Control HHR3000 Pro v2 with long rod antenna

Readers as per protocol and procedures and these readers will be added to the Approved CCIA RFID Reader List.

Board Meeting

December 7, 2012


Be it resolved the CCIA Board of Directors approve an allowance of $50.00 per year per board member for technology updates.

Board Meeting

December 7, 2012


Be it resolved that the CCIA Board of Directors approve the 2013 CCIA budget to include a 5% reduction in revenue and the appropriate adjustment to expenses as discussed.

Board Meeting

December 6, 2012


Be it resolved that the CCIA Board of Directors approve the Radio Frequency Identification (RFID) Reader Standards, Procedures And Testing Document, Version 7, October 2012 as presented.

Board Conf. Call

October 11, 2012

CARRIED Uploaded to CCIA website

Be it resolved the CCIA Board of Directors approve $75,000 to be used as a contribution to access funding for the Tag Quality Assurance/Closing the Loop Project.

Board Meeting August 24, 2012

CARRIED Funding is being pursued.




As a result of the 2010 and 2011 CCIA Board self evaluation survey the Board Development Committee recommends the CCIA Communications Committee examine potential solutions and develop and implement a strategy to improve communications to Member Organizations.


CARRIED CCIA Communications to follow-up with this recommendation

Be it resolved the CCIA Board of Directors to approve the brief overview document that will be updated annually and distributed to the CCIA Board of Directors and Member Organizations.



Be it resolved the Board Development Committee recommend to the CCIA Board of Directors to approve the CCIA mandate, vision and mission statement as presented.



Be it resolved the CCIA Board of Directors to approve the electronic board manual. This is a living document that will be updated annually and distributed to the Board of Directors.



Be it resolved that the CCIA Board of Directors agree with the Alberta Agriculture and Rural Development Master Agreement.


CARRIED AARD to sign document and return.

Be it resolved the CCIA Board of Directors appoint ScotiaBank as our banker and agree to the terms set out in the ScotiaBank financial services agreement, or where applicable, the ScotiaBank financial services agreement section of the business banking services agreement.



Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to support CCIA representing Canada at ISO-TC23/SC19/WG3 (electronic animal identification) and to pursue funding to support attendance at the meetings.

Board Conf. Call June 22, 2012


Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Tru-Test XRP-1 stationary reader and the Tru-Test XRP-1s synchronized stationary reader as per protocol and procedures.

Board Conf. Call June 22, 2012


Be it resolved that the Fall Board Meeting of the CCIA Board of Directors be the week of August 20, 2012.






Be it resolved that the CCIA Board of Directors approve management to move forward with the hybrid model which pursues government funding and bank financing for the Tag Supply Chain Optimization Project.


CARRIED Management followed-up with government funding and bank financing

Be it resolved that the CCIA Board of Directors accept the 2012 CCIA Committees, Members and Committee Chairs with additions and as amended.


CARRIED 2012 CCIA Committee Document changed to reflect resolution and was forwarded to Operations

Be it resolved that the CCIA Board of Directors agree in principle with the Canadian Food Inspection Agency (CFIA) Agreement.



Be it resolved that the CCIA Board of Directors support in principle the CATS governance model as presented.


CARRIED

UNANIMOUSLY


Be it resolved that the CCIA Board of Directors amend the resolution to support the cats governance model as presented to “support in principle”.


PASSED No Further Action Required

Be it resolved that the CCIA Board of Directors tabled resolution to support the CATS governance model was re-opened.



Be it resolved that the CCIA Board of Directors approve CCIA management to examine all options for leasing/purchasing office space.


CARRIED Lease signed October 2012

Be it resolved that the CCIA Board of Directors accept the 1st quarter preliminary Financial Statements for information purposes.



Be it resolved that the CCIA Board of Directors table the resolution to support the CATS governance model as presented.


CARRIED Resolution tabled until April 13, 2012 Board Meeting




Resolution #3 – Support for the Cattle Industry Traceability Plan

WHEREAS the outbreak of a contagious disease, natural disasters and contaminated feed poses a real and significant risk to the national herd;

WHEREAS the National Cattle Traceability Summit identified the completion of the Cattle Industry Traceability Plan, as a key action item;

AND WHEREAS as the Cattle Industry Traceability Plan is industry’s road map for traceability,

BE IT RESOLVED the CCIA Board of Directors supports the adoption of the Cattle Industry Traceability Plan dated April 2, 2012 to facilitate a fully-functional, national traceability system.


CARRIED Resolution was forwarded to the CIP Committee and Cattle Movement Reporting Working Group

Be it resolved the CCIA Board of Directors supports Resolution #2 if in the pre-amble that ‘at this time’ is removed.


3 in Favour; Balance opposed

Amendment Dies





Resolution #2 – Support the use of a movement document as an alternative to individual scanning at co-mingling sites

WHEREAS traceability is recognized as a vital component of the future viability of the livestock industry and current research has determined that individual scanning of livestock at all co-mingling sites is not feasible at this time;

Part 1 WHEREAS livestock being delivered to an intermediate site such as an auction market, buying station, assembly yard, packing house, community pasture, vet clinic, exhibition, feedlot or any identified co-mingling site be accompanied by an approved movement document; this document would contain a nationally approved data set which would include a Premises ID number, from where the livestock were last housed. The responsibility of providing the document with the Premises ID number would be that of the owner of the livestock and would be a requirement for delivery to the aforementioned sites. If ownership of the livestock changes at the intermediate site it would be the new owners’ responsibility to ensure that an approved movement document with the intermediate site’s Premises ID number accompany said livestock to their new destination; BE IT RESOLVED that the CCIA Board of Directors in support of moving livestock traceability forward in Canada supports requirement of an approved movement document with a Premises ID Number for deliveries to the aforementioned locations and the reporting of movement information from the movement documents to the CLTS.

Part 2 WHEREAS Government will be able to use this movement information as an emergency management resource in the event of a contagious disease outbreak; BE IT RESOLVED the CCIA Board of Directors supports having government supply these movement documents to industry at no charge WHEREAS Government will be able to use this movement information as an emergency management resource in the event of a contagious disease outbreak; BE IT RESOLVED the CCIA Board of Directors supports having government supply these movement documents to industry at no charge.






Resolution #1 – Support for a National Commerce-Based Movement Reporting System

WHEREAS the outbreak of a contagious disease poses a real and significant risk to the national herd;

WHEREAS the National Cattle Traceability Summit identified the development of a national movement reporting document, as a key action item;

AND WHEREAS existing commerce-based movement data-set has proven to contain critical information for the assistance in reportable disease investigations,

BE IT RESOLVED the CCIA Board of Directors supports the adoption, at the provincial level, of a standardized movement data set, agreed to by the national Cattle Movement Working Group and drawn from commerce-based data existing today, to facilitate the reporting of critical movement information as part of a fully-functional, national traceability system.



Be it resolved that the CCIA Board of Directors accept the recommendation of the Board Development Committee to move the Enforcement and Compliance Committee from an Internal CCIA Committee to an External Committee.


CARRIED 2012 CCIA Committee Document changed to reflect this resolution

Be it resolved that the CCIA Board of Directors appoint Brian Caney as General Manager. Board Meeting April 12, 2012


Director at Large (2 positions) The Nominations Committee brought forward Rick Wright, Mark Elford and Ron Versteeg for Director at Large. It was asked if there were any other nominations from the floor. It was asked if there were any other nominations. Be it resolved that the nominations for CCIA Directors at Large cease.


CARRIED A secret ballot was conducted for these positions.

No Further Action Required Mark Elford and Ron Versteeg elected as Directors at Large

Finance Chair The Nominations Committee brought forward Terry Kremeniuk for Finance Chair. It was asked if there were any other nominations from the floor. It was asked if there were any other nominations. Be it resolved that the nominations for CCIA Finance Chair cease.


CARRIED This position was filled by acclamation.

No Further Action Required Terry Kremeniuk, CCIA Finance Chair

Vice Chair The Nominations Committee brought forward Pat Burrage for CCIA Vice Chair. It was asked if there were any other nominations from the floor. It was asked if there were any other nominations. Be it resolved that the nominations for CCIA Vice Chair cease.


CARRIED This position was filled by acclamation.

No Further Action Required Pat Burrage, CCIA Vice Chair




Chair

The Nominations Committee brought forward Darcy Eddleston for CCIA Chair. It was asked if there were any other nominations from the floor. It was asked if there were any other nominations.

Be it resolved that the nominations for CCIA Chair cease.


CARRIED

This position was filled by acclamation.


Darcy Eddleston, CCIA Chair

Be it resolved that the CCIA board of directors appoint Paul Laronde, CCIA Tag and Technology Manager and Rick Frederickson, AARD scrutineers for the election of the Executive Committee.



Be it resolved that the CCIA membership appoint PricewaterhouseCoopers as auditor for 2012.

Annual General Meeting April 12, 2012


Be it resolved that the CCIA membership accept the 2011 audited financial statements. Annual General Meeting April 12, 2012


Be it resolved that the CCIA membership accept the appointed member organization representatives from the Alberta Cattle Feeders Association (ACFA), the Canadian Sheep Federation (CSF) and the Fédération des Producteurs de Bovins du Québec (FPBQ) to CCIA Board of Directors when the appointment documentation has been received.



Be it resolved that the CCIA membership accept the appointed member organization representatives to CCIA Board of Directors for the coming year (see 2012 AGM minutes for list)



Be it resolved that the CCIA member organizations approved the minutes from Special General Meeting held on December 12, 2011



Be it resolved that the CCIA member organizations approved the minutes from 2011 Annual General Meeting held on April 7, 2011



Be it resolved that the CCIA Board of Directors vote on the three resolutions that support the use of a cattle movement document and support the Cattle Implementation Plan (CIP) at the CCIA board meeting in Calgary, April 12 and 13, 2012.

Board

Conference Call March 20, 2012





Be it resolved that the CCIA Board of Directors accept the Auction Mart Project Phase II and Phase IIB reports as presented.

Board

Conference Call

March 13, 2012


Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Allflex Holstein Canada combo tag MAXIEID BOV-01-12, BOV-01-13, BOV-01-14 AND BOV-01-15 with the new HDX inlay as per protocol and procedures.

Board

Conference Call

March 13, 2012


Be it resolved that the annual general meeting of the Canadian Cattle Identification Agency be held April 12, 2012 in Calgary, Alberta.

Board

Conference Call

March 13, 2012

CARRIED Notice sent to member orgs

Mar 13/12

Be it resolved that the CCIA Board of Directors recommend at the Annual General Meeting that Price Waterhouse Coopers be appointed auditor for 2012.

Board

Conference Call

March 13, 2012


Be it resolved that the CCIA Board of Directors accept the 2011 Audited Financial Statements subject to changes in presentation for the Annual Report.

Board

Conference Call

March 13, 2012





Be it resolved that the CCIA Board of Directors approve CCIA to apply for Growing Forward for funding for the CATS project plan.


CARRIED Grant Application accepted Mar 21/12

Be it resolved that the CCIA Board of Directors commit to continue with the Canadian Agri-Traceability Services (CATS) project plan to integrate the databases.



Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Gallagher SmartReader BR series G03111 BR600 antenna reader as per protocol and procedures.



Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Gallagher SmartReader BR series G03111 BR1300 antenna reader as per protocol and procedures.



Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Gallagher SmartReader BR series G03111 with dual sheep auto drafter antenna reader as per protocol and procedures.



Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the Aleis FFW fixed feedlot wand mobile reader as per protocol and procedures.



Be it resolved that the CCIA Board of Directors accept the terms of reference as amended for the Human Resources Committee.



Be it resolved that the CCIA Board of Directors endorse the pursuit of a line of credit as an alternate financing source for the CCIA Tag Supply Chain Optimization Project.



Be it resolved that the CCIA Board of Directors accept the management updates as circulated.






Be it resolved that on behalf of CCIA Board of Directors the Board Chair will sign the approved master agreement with Alberta Agriculture and Rural Development.

Board Meeting

December 12, 2011


Be it resolved that the CCIA Board of Directors approve the 2012 CCIA budget with changes to the revenue as discussed.

Board Meeting

December 12, 2011


Be it resolved that the CCIA Board of Directors approve the inclusion in the Annual Report a Board of Director Remuneration, Attendance and Related Expenses report to start for 2011.

Board Meeting

December 12, 2011


Be it resolved that the CCIA Board of Directors move forward with the identified Turnkey Vendor and ensure contracts protect CCIA’S interests. Review partnership in two (2) years.

Board Meeting

Sept. 23, 2011

CARRIED Business Plan presented December Board Meeting.

Be it resolved that the CCIA Board of Directors move forward with the proposed Alternative Model (for Tag Distribution) and seek funding from Government(s) for start up costs.

Board Meeting

Sept. 23, 2011

CARRIED ALMA Grant Submitted

– October 24, 2011

Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the modifications to the ALLFLEX BTL Small Male Tag/Stud as per protocol and procedures.

Board Meeting

Sept. 22, 2011

CARRIED Tag & Tech Manager sent letter to Allflex–Oct 21/11

Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the ALLFLEX RS-340-45, ALLFLEX RS-340-60, ALLFLEX RS-340-HD-45 and ALLFLEX RS-340-HD-60 Mobile Readers as per protocol and procedures.

Board Meeting

Sept. 22, 2011

CARRIED Tag & Tech Manager sent letter to Allflex–Oct 21/11

Updated Reader List

Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the SHEARWELL SDL-400S Mobile Readers as per protocol and procedures.

Board Meeting

Sept. 22, 2011

CARRIED Tag & Tech Manager sent letter to Shearwell

–Oct 21/11

Updated Reader List

Be it resolved that a Special General Meeting of the Canadian Cattle Identification Agency be held prior to the December 2011 Board of Directors Meeting in Calgary, Alberta.

Board Meeting

Sept. 22, 2011





Be it resolved that the purpose of the Special General Meeting will be to amend the By-Law Section 2 to include the Canadian Sheep Federation and to correct the long-standing typographical error regarding the Livestock Markets Association of Canada.

The following Bylaw amendments were proposed: Changes are highlighted in Bold and Underlined:

1. Section 2. Regular Membership

The members of the Agency shall be the Canadian Cattlemen's Association, the Canadian Meat Council, the Livestock Markets Association of Canada and the Canadian Sheep Federation, upon application thereof. Other organizations with similar objectives may be admitted upon application, to regular membership by resolution of the Board of Directors, and subject to the conditions as specified by the agency. The agency may terminate a membership at any time by a two thirds majority vote of the members present should a member fail to meet its obligations as members including, but not limited to the payment of fees and charges incurred on its behalf by the agency. The initiative to terminate a membership must be circulated to the membership as a notice of motion at least 14 days before the meeting at which the decision will be taken.

or other substantially similar wording.

2. All occurrences (Section 2 and Section 19) of “Livestock Marketing Association of Canada” will be changed to the “Livestock Markets Association of Canada”.

Board Meeting Sept. 22, 2011


Be it resolved that the CCIA Board of Directors move forward with the development of a Human Resources Committee.

Board Meeting

Sept. 22, 2011


Be it resolved that the CCIA Board of Directors accept the Second Quarter Financial Statements for information purposes only.

Board Meeting

Sept. 22, 2011


Be it resolved that the CCIA Board of Directors accept the First Quarter Financial Statements for information purposes only.

Board Conference Call

June 16, 2011





Be it resolved that the CCIA Board of Directors approve the Project Management Administration Manual as presented.

This manual is seen as “living” document and will be updated as necessary.


June 16, 2011

CARRIED

1 OPPOSED – Duncan Mackey

1 ABSTAINED – Gib Drury

Manual forwarded to AAFC and accepted.

Duncan Mackey and Gib Drury requested to review the document. It was suggested that the document be emailed to them and they were encouraged to provide

comments. Document sent to CCIA Board for comments


Be it resolved that the CCIA Board of Directors approve the drafting of a Letter of Intent to ATQ to pursue the first milestone of the CCIA/ATQ Project with the development of a Business Plan.

Board Meeting

April 8, 2011

CARRIED Completed

Be it resolved that the CCIA Board of Directors approve the appointed CCIA/ATQ Steering Committee (Darcy Eddleston, Terry Kremeniuk, Steve Primrose) to move forward with the investigation into the CCIA/ATQ Project.

Board Meeting

April 8, 2011


Be it resolved that the CCIA Board of Directors accept the proposed Board of Director Meeting dates for 2011.

Board Meeting

April 8, 2011


Be it resolved that the CCIA Board of Directors accept the proposed 2011 CCIA Committees with amendments. See April 8 Board of Directors Minutes

Board Meeting

April 8, 2011


Be it resolved that the CCIA Board of Directors appoint Brian Caney as General Manager. Board Meeting

April 8, 2011


That ballots be destroyed.

Board Meeting

April 8, 2011





Four Board Members were nominated for the two Director at Large positions and an election for these positions took place.

Motion by Terry Kremeniuk/Rick Wright

“NOMINATE DAN DARLING AS DIRECTOR AT LARGE.”

Motion by Dan Darling/Bob Gordanier

“NOMINATE MARK ELFORD AS DIRECTOR AT LARGE.”

Motion by Mark Elford/Dan Darling

“NOMINATE BOB GORDANIER AS DIRECTOR AT LARGE.”

Motion by Mark Elford/Bob Gordanier

“NOMINATE RICK WRIGHT AS DIRECTOR AT LARGE.”

Motion by Terry Kremeniuk/Pat Hayes

“THAT NOMINATIONS CEASE.”

Dan Darling and Mark Elford were appointed the new Directors at Large.

Board Meeting

April 8, 2011


Motion by Bob Gordanier/Dan Darling

“NOMINATE TERRY KREMENIUK AS FINANCE CHAIR.”

Motion by Rick Wright/Dan Darling


Terry Kremeniuk appointed new CCIA Board Finance Chair by acclamation.

Board Meeting

April 8, 2011


Motion by Mark Elford/Terry Kremeniuk

“NOMINATE PAT BURRAGE AS VICE CHAIR.”

Motion by Terry Kremeniuk/Pat Hayes


Pat Burrage appointed new CCIA Board Vice Chair by acclamation.

Board Meeting

April 8, 2011


Motion by Terry Kremeniuk/Rick Wright

“NOMINATE DARCY EDDLESTON AS CHAIR.”

Motion by Terry Kremeniuk/Pat Burrage


Darcy Eddleston appointed new CCIA Board Chair by acclamation.

Board Meeting

April 8, 2011


Be it resolved that the CCIA Board of Directors appoint Angelo Herat and Patt Evans as scrutineers.

Board Meeting

April 8, 2011





Be it resolved that the CCIA Membership appoint PriceWaterhouseCoopers as 2011 Auditor for CCIA.

Annual General Meeting

April 7, 2011

CARRIED Contract has been signed.

Be it resolved that the CCIA Membership accept the 2010 Audited Financial Statements. Annual General Meeting

April 7, 2011


Be it resolved that the CCIA Membership accept the appointed Member Organization Representatives to the CCIA Board of Directors for the coming year.

(See Minutes for List)


April 7, 2011


Be it resolved that the CCIA Member Organizations approve the minutes from 2010 Annual General Meeting held on April 8, 2010.


April 7, 2011





Be it resolved that Article 19 of the Canadian Cattle Identification Agency By-Law Number One be amended as presented to include the Canadian Sheep Federation.

Article 19 of By-law Number One be amended to read as follows:

19. Appointment of Directors and Term of Office

The Directors’ term of office shall be from the date of the meeting at which they are appointed until the annual meeting of members next following or until their successors are appointed. No person shall hold the office of a Director for more than 12 years.

The Directors shall be appointed at each annual meeting by the members of the Agency. The Canadian Cattlemen’s Association shall be entitled to appoint three Directors so long as it is a member of the Agency. The Canadian Meat Council shall be entitled to appoint two Directors so long as it is a member of the Agency. The Livestock Marketing Association of Canada shall be entitled to appoint one Director so long as it is a member of the Agency. The Canadian Sheep Federation shall be entitled to appoint one Director so long as it is a member of the agency. The Board of Directors shall determine the number of Directors that any new member of the Agency will be entitled to appoint. If any Director ceases to be a Director, then the member whose nominee has vacated office may appoint a replacement Director who shall hold office for the unexpired term of the Director who ceased to be a Director and who caused such vacancy. Agriculture and Agri-Food Canada and the Canadian Food Inspection Agency may each appoint an Advisor who shall have the right to attend all meetings of the Board of Directors of the Agency, but who shall not have the right to vote at such meetings.

Special General Meeting

April 7, 2011


Special General Meeting held

Dec 12, 2011

to resolve oversight.

Letter to CFIA to accept By-law changes.

April 21, 2011

Be it resolved that Article 17 of the Canadian Cattle Identification Agency By-Law Number One be amended to increase the maximum number of Directors from 18 to 19.

Special General Meeting

April 7, 2011


Be it resolved that the CCIA Board of Directors invite the Canadian Beef Breeds Council to become an Associate Member of the Canadian Cattle Identification Agency.

Board Meeting

April 7, 2011

CARRIED Letter sent to CBBC. Director appointed.

Be it resolved that the CCIA Board of Directors accept the Terms of Reference for the Board Development Committee.

Board Meeting

April 7, 2011





Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve ALLFLEX FDX G11S11000000 and DESTRON FDX CAESET2206LB tags that have undergone and passed the short electrical test.

Board Meeting

April 7, 2011

CARRIED Letters sent from CFIA to Allflex and Destron. Approval process NIDMAC.

Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the CCIA Approved Readers List as Presented.

Board Meeting

April 7, 2011

CARRIED Posted to CCIA website.

Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to approve the ALLFLEX RS-250-3-45C and ALLFLEX RS-320-3-60 ISO Stick Readers as per protocol and procedures.

Board Meeting

April 7, 2011


Be it resolved that the CCIA Board of Directors accept the Technical Advisory Committee recommendation to change the Readers List name from the CCIA Conditionally Verified RFID Readers and Hand Held/Panel Readers to the CCIA Approved RFID Reader List.

Board Meeting

April 7, 2011


Be it resolved that the CCIA Board of Directors recommend at the Annual General Meeting that Price Waterhouse Coopers be appointed Auditor for 2011.

Board Meeting

April 7, 2011


Be it resolved that the CCIA Board of Directors accept the 2010 Financial Statements for presentation at the Annual General Meeting.

Board Meeting

April 7, 2011


Be it resolved that a Special General Meeting of the Canadian Cattle Identification Agency be held April 7, 2011 in Calgary, Alberta to amend the By-Laws Clauses 17 and 19.


March 3, 2011

CARRIED Meeting held as planned.

Be it resolved that Article 17 of By-law Number One be amended to read as follows:

17. Number and Powers The affairs of the Agency shall be managed by a Board of Directors consisting of not fewer than 10 and not more than 19 Directors, the actual number to be determined under Clause 19 hereof. The Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Agency and are not by the by-laws of the Agency or by statute expressly directed or required to be done by the Agency at a meeting of members. The General Manager shall attend but may not vote at meetings of the Board of Directors.


March 3, 2011






19. Appointment of Directors and Term of Office The Directors’ term of office shall be from the date of the meeting at which they are appointed until the annual meeting of members next following or until their successors are appointed. No person shall hold the office of a Director for more than 12 years.

The Directors shall be appointed at each annual meeting by the members of the Agency. The Canadian Cattlemen’s Association shall be entitled to appoint three Directors so long as it is a member of the Agency. The Canadian Meat Council shall be entitled to appoint two Directors so long as it is a member of the Agency. The Livestock Marketing Association of Canada shall be entitled to appoint one Director so long as it is a member of the Agency. The Canadian Sheep Federation shall be entitled to appoint one Director so long as it is a member of the agency. The Board of Directors shall determine the number of Directors that any new member of the Agency will be entitled to appoint. If any Director ceases to be a Director, then the member whose nominee has vacated office may appoint a replacement Director who shall hold office for the unexpired term of the Director who ceased to be a Director and who caused such vacancy. Agriculture and Agri-Food Canada and the Canadian Food Inspection Agency may each appoint an Advisor who shall have the right to attend all meetings of the Board of Directors of the Agency, but who shall not have the right to vote at such meetings.


March 3, 2011


Be it resolved that the Annual General Meeting of the Canadian Cattle Identification Agency be held April 7, 2011 in Calgary, Alberta.

Board Conference Call Mar 3, 2011

CARRIED Meeting held as planned.

Be it resolved that the CCIA Board of Directors approve the use of the CCIA Conflict of Interest Policy as amended.

Board Conference Call Mar 3, 2011

CARRIED Implemented as of April 8, 2011

Be it resolved that the CCIA Board of Directors approve the staff resources to undertake a costing analysis and suggest a charging policy for Age Verification information.


March 3, 2011





Be it resolved that the CCIA Board of Directors accept Ron Versteeg as the representative from the Dairy Farmers of Canada.

Board Meeting

December 3, 2010


Be it resolved that the CCIA Board of Directors approve AESB as Project Manager (Brant Kirychuk) for Tag Retention Project pending funding application.

Amendment to motion: That an application for the Tag Retention Project will be put forward.

Board Meeting

December 3, 2010

CARRIED

Project application completed. Project started December 2011

Be it resolved that the CCIA Board of Directors approve the staff resources to undertake a costing analysis and suggest a charging policy for age verification information.

Board Meeting

December 3, 2010

NO VOTE RECORDED

Resolved

March 3, 2011

Be it resolved that the CCIA Board of Directors approve the staff resources to develop an access fee structure for age verification information requested by government.

Board Meeting

December 3, 2010


Nominate Art Devick as Chair of the Board Development Committee.

Board Meeting

December 3, 2010


Be it resolved that the CCIA Board of Directors approve that the Bylaw Committee is absorbed into the Board Development Committee.

Board Meeting

December 3, 2010

CARRIED 2011 Committee approval reflects this.

Be it resolved that the CCIA Board of Directors approve the suggested changes to the CFIA Memorandum of Understanding to forward to CFIA for their review.

Board Meeting

December 3, 2010

CARRIED


Be it resolved that the CCIA Board of Directors approve the suggested changes to the AARD Memorandum of Understanding to forward to AARD for their review.

Board Meeting

December 3, 2010

CARRIED


Be it resolved that the CCIA Board of Directors will use email and/or conference call to approve the final versions of the CFIA and AARD Memorandums of Understanding.

Board Meeting

December 3, 2010

CARRIED


Be it resolved that the CCIA Board of Directors accept the 2011 Budget as presented. Board Meeting

December 2, 2010


Be it resolved that the CCIA Executive and General Manager develop a cost recovery and revenue program from government for age verification.

Board Meeting

December 2, 2010

CARRIED

Discussed at Dec 2011 Board Meeting.





Be it resolved that the CCIA enter into a new agreement with the Canadian Bison Association.

Board Meeting

December 2, 2010

CARRIED

No Action Taken to Date

Be it resolved that the CCIA Board of Directors ratify the appointment of Brian Caney as General Manager effective August 26, 2010 under the terms and conditions in the Letter of Offer.

Board Meeting

August 26, 2010


Be it resolved that the CCIA Board of Directors approve the second quarter Financial Statements for Information Purposes.

Board Meeting

August 26, 2010


Be it resolved that the CCIA Board of Directors appoint John Tilley as a member to the CCIA Audit and Finance Committee.

Board Meeting

August 26, 2010


Be it resolved that the CCIA Board of Directors approve the 2009 Financial Statements. Board Meeting

August 26, 2010


Be it resolved that the CCIA Board of Directors approve and accept the Terms of Reference of the Communications Committee with amended changes.

Board Meeting

August 26, 2010

CARRIED


Be it resolved that for data integrity reasons, as of January 1, 2011 producers that want to age verify cattle over 10 months of age must provide documentation to the CCIA or to an approved third party.

Board Meeting

August 26, 2010

CARRIED

One Abstention


Be it resolved that the CCIA Executive agreed to move ahead with PricewaterhouseCoopers for $25,000 to develop the Business Plan as outlined in the proposal.

Executive Meeting

August 17, 2010

CARRIED Completed under TRAC-023 agreement

Be it resolved that the CCIA Board of Directors approves the April 8, 2010 AGM Minutes for presentation at the next AGM.

Board Meeting Conference Call

July 13, 2010

CARRIED Approved at AGM April 7, 2011

Be it resolved that the CCIA Membership approve the 2009 Financials as presented at the April 8, 2010 AGM.


July 13, 2010


Be it resolved that the CCIA Board of Directors approves authorization that allows CCIA staff to release up to $30,000 to cover expenses for Phase II of the Auction Marts Research Project. All monies are to be recovered when the funding contract is in place.


July 13, 2010





The CCIA Board of Directors resolves to verify the Aleis 9060 Panel Reader and the Aleis 9030/9050 Series Wand Reader as per recommendation of the Technical Advisory Committee.


July 13, 2010

CARRIED

Added to the Verified Readers List on the CCIA website.

Be it resolved that as of January 1, 2010 producers have up to 10 months of age to age verify cattle without going to the call centre.


May 18, 2010


Be it resolved that as of January 1, 2010 producers will no longer be able to age-verify over 30 months of age cattle.


May 18, 2010

CARRIED


Be it resolved that the CCIA Board of Directors authorizes the Audit and Finance Committee to work with Angelo Herat to give Darcy Eddleston appropriate signing authority as Chair of CCIA.


May 18, 2010


Be it resolved that the CCIA Board of Directors appoint Steve Primrose as Interim Manager.


May 18, 2010


Be it resolved that the CCIA pay the interim Executive Director a retainer of $6,000 monthly plus expenses effective April 1, 2010 until the new Executive Director/General Manager is hired. Should the Director/General Manager spend more time, the compensation level will be reviewed by the Board.


May 18, 2010


Be it resolved that the CCIA Membership accept and approve for signing the “Guiding Principles for Beef Cattle Traceability” as presented by Jason Kripps, Assistant Deputy Minister of Alberta Agriculture and Rural Development.

AGM

April 8, 2010

CARRIED


Be it resolved that the CCIA Membership appoint BDO Dunwoody as the 2010 auditors for CCIA.

AGM

April 8, 2010

CARRIED


The CCIA Board of Directors recommends that the CCIA Board and Staff examine all funding sources available going forward.

Board Meeting

April 8, 2010

CARRIED





Be it resolved that the CCIA Board of Directors recommends that a letter be sent to Minister Ritz, and copied to the head of CFIA, thanking him for the presence of Andre Dagenais at the CCIA Board Meeting and Annual General Meeting while expressing disappointment that there was no representation at the meetings from CFIA.

Board Meeting

April 8, 2010

CARRIED

Letter sent

May 12, 2010

The CCIA Board of Directors resolve that the CCIA Management team, working with the assistance of any other required subject matter experts, analyze and develop a business model for a sole tag distributorship and the expanded call centre that would be required. The business model, complete with estimated cost and benefits will be ready to present to the federal government for funding requests within the next 45 days

Board Meeting

April 8, 2010

CARRIED

Tag Distribution Phase I – III complete. Alternative Plan presented at Sep 22/11 Board Meeting

Be it resolved that CCIA Management prepare documentation to Ag Canada and CFIA requesting a definitive date to de-list bar code tags as well as compensation to producers and cost recovery to CCIA to assist in achieving this federally revised deadline.

Board Meeting

April 8, 2010

CARRIED

Bar Coded Tags Delisted July 2010

Be it resolved that the CCIA Board of Directors strike a Board Development Committee. Also, that the Terms of Reference for the Board Development Committee be developed by the committee members and presented to the Board at the next Board of Directors Meeting.

Board Meeting

April 8, 2010

CARRIED

Terms of Reference approved

April 7, 2011

Be it resolved that the CCIA Board of Directors strike an Enforcement Committee. Also, that the Terms of Reference for the Enforcement Committee be developed by the committee members and presented to the Board at the next Board of Directors Meeting.

Board Meeting

April 8, 2010

CARRIED

Enforcement Committee in place. Terms of Reference not completed to date.

Be it resolved that the CCIA Board of Directors strike a Communications Committee. Also, that the Terms of Reference for the Communications Committee be developed by the committee members and presented to the Board at the next Board of Directors Meeting.

Board Meeting

April 8, 2010

CARRIED

Communication Committee in place. Terms of Reference approved

August 26, 2011

Be it resolved that the CCIA, in conjunction with CFIA, change the enforcement process that currently fines truckers, auction marts, assembly yards and other centres of commerce that receive livestock which are not RFID tagged and instead make it the responsibility of the producer that owns the cattle.

Board Meeting

April 8, 2010

CARRIED

Letter sent to CFIA May 6, 2011




The CCIA Board of Directors directs the CCIA Staff to proceed with gathering information to assess a new tag distribution model which would eliminate retailers and move to a single ideal distributor.


Tag Distribution Project Phase I – III completed.

Be it resolved that the CCIA Board of Directors recommends that BDO Dunwoody be approved as CCIA’s 2010 auditors by the membership at the Annual General Meeting April 8, 2010.


Be it resolved that the CCIA Board of Directors recommends that the 2009 audited financial statements be approved by the membership at the Annual General Meeting April 8, 2010.


The CCIA Board of Directors accepts the recommendation of the Technical Advisory Committee from the December 16, 2009 meeting that reads:

“The CCIA Technical Advisory Committee accepts Destron’s DTR4 Reader, with enhancements as noted in the letter by Destron’s engineer, as conditionally verified.”

April 7, 2010 CARRIED Added to the Verified Readers List on the CCIA website.

The CCIA Board of Directors accepts the recommendation of the Technical Advisory Committee from the December 16, 2009 meeting that reads:

“To proceed with the development of sub committee with the scope as developed and representatives of CCIA, Government as well as technical and industry subject matter experts.”


Draft Framework for NIDMAC (Terms of Reference) presented at Sept 22, 2011 TAC meeting




The CCIA Board of Directors approves the 2010 budget that reflects the $555,369 deficit as a provisional budget with monthly reporting to the Finance and Audit Committee and subject to funding discussions by the end of January.


The CCIA Board of Directors supports the Management Team recommendation to split of CCIA/CATC per the business plan and that reads:

Continue with plan a with the following caveats: ▪ Revised timeline – April 2010 is not realistic ▪ Still do what we’ve been saying all along. It’s just taking a bit longer. ▪ Still put new organization structure in place so CATC can apply for funding for generic

(non-cattle) traceability

Serious negotiations with Government re: • Lobby the Government for a more defined communication process in an effort reduce the number of contradictions in messaging between the two groups • Funding just to keep going for cattle/bison without other species • Funding for national traceability (for CATC to be viable) • Stop undermining the plan

Stay focused on • Aligning business with the technology • Streamlining the process & improving data capture • Optimizing the revenue stream • Tackling policy issues

Board members have to take a more proactive role • Promoting • Executing


To accept the 3rd quarter financials as presented. December 3, 2009 CARRIED No Further Action Required




For the TAC Recommendations listed below – Be it resolved that the CCIA Board of Directors accepts the minutes and recommendations of the September 23, 2009 Technical Advisory Committee meeting as presented.

TAC recommendations:

“To create a North American Livestock Traceability Conformance and Performance Standards Committee to ensure equivalency of testing and approval standards for traceability. And further, that Canada appoint appropriate and technically capable people to this committee.”

“The Technical Advisory Committee (TAC) recommends that the wireless dynamics reader Model WYATT/SDID 1210 be accepted based on the information presented under the present standards and protocols.”

“The Technical Advisory Committee (TAC) recommends to the CCIA Board of Directors that the CCIA standards and protocols for tags and readers be reviewed with the intent to formally separate the performance and conformance attributes of the standards, and to develop a performance rating system that is producer/sector based that will be communicated to the industry and further to create a TAC sub committee with the technical capabilities to achieve these requirements made up of selected members of the TAC and external subject matter experts.”

October 23, 2009 CARRIED Presentation from CFIA on NIDMAC at TAC meeting March 24, 2011 Reader posted to CCIA website. CCA is undertaking the testing and rating attributes of readers as of September 22, 2011

Be it resolved that the CCIA Board of Directors discussion in regards to the Saskatchewan Cattlemen’s Association’s request for associate membership be deferred to CCIA’s December 2009 Board meeting.

August 7, 2009 CARRIED

Letter sent to SCA Sept 10, 2009 requesting they re-submit request at December 2009 Board Meeting.

Be it resolved that the CCIA Board of Directors endorses the Executive Committee to sign off on the Master Agreements with Alberta and Saskatchewan, which are due to be completed within the next couple of weeks.

August 7, 2009 CARRIED No Further Action Required

Be it resolved that CCIA put forward a request to CFIA to draft regulations that would allow small abattoirs to become tagging sites.

August 7, 2009 CARRIED





Be it resolved that the Board directs A. Herat and the CCIA staff to make application to Growing Forward for funding to develop third party auditing on age verification.


Be it resolved that the Technical Advisory Committee’s terms of reference be approved. August 7, 2009 CARRIED No Further Action Required

Be it resolved that PricewaterhouseCoopers be awarded the financial audit of the data integrity of CCIA’s tag distribution system for the quoted amount of $128,450.00.


Be it resolved that the Board approve the annual honorarium of $3900 to be paid to the Finance and Audit Committee Chair.

May 8, 2009 CARRIED Implemented

Be it resolved to approve the recommended Board and Executive honorariums and expenses as presented by the Finance and Audit Committee.

May 8, 2009 CARRIED Implemented

Be it resolved that the Board Code of Ethics be approved. May 8, 2009 CARRIED Implemented

Be it resolved that the Staff Code of Ethics be approved. May 8, 2009 CARRIED Implemented

Be it resolved that CFIA does random 3rd party age verification audits. April 3, 2009

- AGM

CARRIED


Be it resolved that the CCIA Enforcement Committee develop suggestions for policy changes on the enforcement process that fines truckers, auction marts, assembly yards and other centres of commerce that receive livestock that are not tagged. These industry driven suggestions are to be delivered to CFIA for consideration. Further be it resolved that CFIA consult with CCIA and industry on all enforcement changes.

April 3, 2009

- AGM

CARRIED

Letter sent to CFIA May 6, 2011

Be it resolved that CCIA move forward with the request from ATQ.

(…a letter from ATQ had been received requesting access to birthdates…)

April 3, 2009

- AGM

CARRIED Implemented




The Board of Directors of CCIA approve the recommendations of the Technical Advisory Committee presented on April 3, 2009 and direct the Executive Director to complete the Terms of Reference for this Committee, subject to final Board approval, and to prepare Project Charters and Plans for the priority issues.

Technical Advisory Committee Recommendations:

The Priority List for Action Items:

1. RFID Tags

2. Tag Manufacturing & Distribution

3. Communication of Problems, Issues, & Investigative Follow-ups

4. Data integrity & data capture

5. Standard

April 3, 2009

- AGM

CARRIED Completed and approved

August 7, 2009

Be it resolved that BDO Dunwoody be the 2009 auditors for CCIA. April 3, 2009

- AGM



17. Number and Powers The affairs of the Agency shall be managed by a Board of Directors consisting of not fewer than 10 and not more than 18 Directors, the actual number to be determined under Clause 19 hereof. The Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Agency and are not by the by-laws of the Agency or by statute expressly directed or required to be done by the Agency at a meeting of members. The General Manager shall attend but may not vote at meetings of the Board of Directors.

April 3, 2009 - Special General Meeting






19. Appointment of Directors and Term of Office The Directors’ term of office shall be from the date of the meeting at which they are appointed until the annual meeting of members next following or until their successors are appointed. No person shall hold the office of a Director for more than 12 years. The Directors shall be appointed at each annual meeting by the members of the Agency. The Canadian Cattlemen’s Association shall be entitled to appoint three Directors so long as it is a member of the Agency. The Canadian Meat Council shall be entitled to appoint two Directors so long as it is a member of the Agency. The Livestock Marketing Association of Canada shall be entitled to appoint one Director so long as it is a member of the Agency. The Board of Directors shall determine the number of Directors that any new member of the Agency will be entitled to appoint. If any Director ceases to be a Director, then the member whose nominee has vacated office may appoint a replacement Director who shall hold office for the unexpired term of the Director who ceased to be a Director and who caused such vacancy. Agriculture and Agri-Food Canada and the Canadian Food Inspection Agency may each appoint an Advisor who shall have the right to attend all meetings of the Board of Directors of the Agency, but who shall not have the right to vote at such meetings.




38. Executive Committee The Executive Committee, consisting of the Chairman, the Vice Chairman, two (2) Directors-at-Large, the Chair of the Finance and Audit Committee, the past Chair and the General Manager shall be constituted to assist the Directors in carrying out the policies established by the Board of Directors.



Be it resolved that the proposed wipeout clause of 6 years in Section 38 be withdrawn.

April 3, 2009

- Special General Meeting






22. Remuneration of Directors The Directors will serve without remuneration from the Agency and no Director shall directly or indirectly receive profit from his position as such. A per diem and the reasonable expenses incurred by a Director in the performance of his duties for the Agency will be paid by the Agency.


CARRIED Implemented

Be it resolved that CCIA adopt the business plan as presented conditional on major funding from governments.

April 2, 2009 CARRIED (UNANIMOUS)


Be it resolved that CCIA award the system support contract to Longview for $162,000 for a period of one year.


Be it resolved that the Terms of Reference for the Finance and Audit Committee be approved.

April 2, 2009 CARRIED Implemented

Be it resolved that the Finance and Audit Committee become a permanent committee. April 2, 2009 CARRIED Implemented

Be it resolved the Fraud Policy as presented be accepted. April 2, 2009 CARRIED Implemented

Be it resolved that the Signing Authorities Matrix document as presented be approved. April 2, 2009 CARRIED Implemented

Be it resolved that CCIA pay an honorarium to the Executive Committee members. April 2, 2009 CARRIED Implemented

Be it resolved that CCIA will pay the Vice Chair an annual compensation of $3900 annually.

April 2, 2009 CARRIED Implemented

Be it resolved that the 2008 audited financial statements be accepted. April 2, 2009 CARRIED No Further Action Required

Be it resolved that BDO Dunwoody be appointed as the 2009 auditors for CCIA. April 2, 2009 CARRIED No Further Action Required

Be it resolved to increase CCIA tag fees from 20 cents per tag to 60 cents per tag effective June 1, 2009.


(1 ABSTENTION – G. Drury)

Implemented




Be it resolved to accept the 2009 ‘A’ budget as presented. April 2, 2009 CARRIED

(1 OPPOSED – B. Gordanier)


Be it resolved that the reserve policy and the proposed reserve amounts be approved as presented.

April 2, 2009 CARRIED Reserve Policy presented April 2, 2009. No actual Reserve Accounts set-up due to lack of funds.

Be it resolved to approve the Data Sharing Agreement with Ontrace with the insertion of a cost recovery clause.

April 2, 2009 CARRIED - UNANIMOUS

Implemented




To proceed with reciprocal recognition of CCIA and AIN (American Identification Number) numbered RFID tags and numbering to facilitate international commerce, industry integration and program (tracking, tracing and AV) integrity/compliance.

December 1, 2008 CARRIED


Be it resolved that CCIA proceed with Option 2 of the Technical Committee restructuring.

(Option 2. Proceed with implementing a new approach and addressing industry concerns in a scientific and planned manner. Discussion on specifics is still needed and the approach will be expected to evolve through the problem-solving and resolution process being used on the approach itself.)


To strike an interim Finance and Audit Committee. December 1, 2008 CARRIED Implemented

Resolution to recruit Legal Counsel with a budget of $125,000. September 8, 2008 CARRIED Implemented

Resolution that we move forward with the business planning with a maximum budget of $130,000.

September 8, 2008 CARRIED No Further Action Required

2018 CCIA BOARD MANUAL SECTION 3: RELEVANT LEGISLATION & REGULATIONS

Legislation and Regulations

Relevant Legislation & Regulations

3.1 Department of Justice Canada Regulations Respecting the Health of Animals, Part XV – Animal Identification

http://lois-laws.justice.gc.ca/eng/regulations/C.R.C.,_c._296

3.2 AAFC Administrative Monetary Penalties Act http://laws-lois.justice.gc.ca/eng/acts/A-8.8/FullText.html

3.3 AAFC Administrative Monetary Penalties Regulations http://laws-lois.justice.gc.ca/eng/regulations/SOR-2000-187/FullText.html

3.4 Canada Not-for-profit Corporations Act http://laws.justice.gc.ca/eng/acts/c-7.75/

General Information about Canada Not-for-profit Corporations Act https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05014.html

http://lois-laws.justice.gc.ca/eng/regulations/C.R.C.,_c._296




https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05014.html