UKRAINIAN CATHOLIC FOUNDATION OF SASKATCHEWAN CORPORATION

ANNUAL GENERAL MEETING

SATURDAY, FEBRUARY 16, 2019

REGISTRATION: 1:30PM

ANNUAL MEETING: 2:00PM

ST. GEORGE’S UKRAINIAN CATHOLIC CHURCH AUDITORIUM

210 AVENUE M SOUTH, SASKATOON SASKATCHEWAN

AGENDA

1. Call to Order

2. Opening Prayer

3. Adoption of the Agenda

4. Introduction of Ukrainian Catholic Foundation of Saskatchewan Board of Directors

5. Adoption of the Bishop Budka Eparchial Stewardship Society Inc Annual General Meeting Minutes

held on February 3, 2018.

6. Adoption of the Bishop Budka Eparchial Stewardship Society Inc & Ukrainian Catholic Foundation of

Saskatchewan Corporation Special General Meeting held on December 9, 2018.

7. Presentation of Reports

7.1 – Report from the Board of Directors

7.2 – Financial Statement Report, and Approval of Reviewed Financial Statements for the Fiscal

Period January 1, 2018 to December 31, 2018.

7. Old Business

8. New Business

8.1 - Approval of Bylaws or Amendment to the Bylaws – No Changes to Consider this year.

8.2 – Other, as identified by the Membership

9. Election of Board of Directors

10. Adjournment and Closing Prayer

AGENDA ITEM – 5: Adoption of the Bishop Budka Eparchial Stewardship Society Inc Annual General

Meeting Minutes held on February 3, 2018.

BISHOP BUDKA EPARCHIAL STEWARDSHIP SOCIETY INC. (BBESSI) Annual General Meeting Saturday, February 3, 2018 Registration: 1:30pm Annual Meeting: 2:00pm St. George’s Ukrainian Catholic Church Auditorium 214 Avenue M South, Saskatoon Saskatchewan

Attendees: Andrij Lazurko (Chair), Ernest Uhryn, Ange Gretchen, Terry Shalley, Larry Danylyshen, Judith Kurulok, Morris Smysnuik, Ernest Boyko, Bishop Bryan Bayda, Carla Lazurko, John Wm. Parsons, Iris Owchar (Recording), Fr. Ivan Nahachewsky, Mary Parsons

MINUTES

1. Call to Order ➢ Andrij Lazurko called meeting to order and ensured that everyone present has registered. Number of

delegates = 14

2. Opening Prayer ➢ Bishop Bryan Bayda led group in prayer.

3. Introduction of BBESSI Board of Directors & Ex-Officio Members ➢ Andrij Lazurko introduced the Board of Directors & Ex-Officio members that were present at the

meeting. He also expressed regrets on behalf of Bob Friesen and Doreen Rathgeber who were not able to join those present today.

4. Adoption of the Agenda ➢ Added 8.2 – Appointment of Auditor ➢ Added 8.3 – 2018 Annual Eparchial Appeal / Executive Director position ➢ Added 8.4 – BBESSI Future Transition to Foundation ➢ Motion #1: To adopt Agenda as amended. M: Ernest Boyko 2nd: Terry Shalley. Carried

5. Adoption of the BBESSI Annual General Meeting Minutes, February 18, 2017 (attached)

Correction: John Parsons name was not included in the attendees of the BBESSI Annual General Meeting held on February 18, 2017. Name was added as attendee.

➢ Motion #2: To adopt Minutes of previous AGM as amended. M: Ernest Uhryn 2nd: Ange Gretchen. Carried

6. Presentation of Reports 6.1 – Report from the President, Board of Directors – Bob Friesen.

➢ Motion #3: To accept the Board of Directors President’s report as circulated. M: Terry Shalley 2nd: Larry Danylyshen. Carried 6.2 – Financial Statement Report, and Approval of Reviewed Financial Statements for the Fiscal Period January 1, 2017 to December 31, 2017.

➢ Morris Smysnuik reviewed the process of the financial review and audit fees associated. Fees for audit are low since BBESSI revenues are below $250,000.

➢ The Balance Sheet as of December 31, 2017 was reviewed with those present.

➢ The Statement of Operations for the year ended was also reviewed, with a cash position at the end of the year (2017) equaling $1,302.00. Morris explained that BBESSI will receive an additional $522.00 as part of the GST rebate for 2017.

➢ Motion #4: To accept Financial Reports as presented. M: Morris Smysnuik 2nd: John Parsons. Carried

7. Old Business ➢ None

8. New Business 8.1 - Approval of Bylaws or Amendment to the Bylaws ➢ None presented by Agenda. Andrij Lazurko called to the floor for any Bylaw amendments. None were

presented. 8.2 – Appointment of Auditor ➢ Motion #5: To engage Chip Bookkeeping (Langham) to audit the financial records for 2018; in the

event BBESSI assets increase beyond $250,000, The BBESSI Board has the approval to engage an independent auditor in accordance with Canadian generally accepted accounting principles. M: Morris Smysnuik 2nd: Ernest Boyko. Carried. 8.3 - 2018 Annual Eparchial Appeal / Executive Director position

➢ The 2018 Annual Eparchial Appeal will be conducted April 14/15 to May 27/28, 2018. All letter packages will be mailed out to parishioners throughout Saskatchewan. The letter packages will be mailed directly from FastPrint as bulk mail, which saves on the cost of postage significantly. BBESSI will continue to depend on the Clergy, Parish Coordinators and Volunteers to promote the benefits of the Annual Eparchial Appeal in their respective communities.

➢ The Executive Director position within BBESSI has been advertised in all parish bulletins, BBESSI & Eparchy website, Catholic Jobs Canada, Prairie Messenger and through the Association of Fundraising Professionals (AFP).

➢ The position will be funded through a grant from the Eparchy of Saskatoon with an annual operating budget of $110,000 for a two-year period. The salary offered would be between $48,000 to $52,000/year including benefits. The remaining funds would be used for operational expenses.

➢ The Executive Director position would take on all responsibility of operations and offset the volunteer Board involvement to a minimum

➢ Presently the advertised Executive Director position has had one email submission and one verbal expression of interest. Morris Smysnuik and Ernest Boyko will to speak with the person showing a verbal expression of interest, and if an agreement can be reached, progress will occur. If this expression of interest is no longer valid, the advertisement of the Executive Director position will be extended. 8.4. - BBESSI Future Transition to Foundation

➢ The Finance Council of the Eparchy, Financial Officer and the Consultors are spearheading the proposed change of the office BBESSI to that of a Foundation.

➢ If the proposal of the Foundation moves forth, a new Board of Directors will need to be put into place. The four Deaneries will have an elected representative, with additional members being appointed directly. Also, a special meeting of all members would be called to agree to any changes forthcoming. At this point all legal work is being investigated for this proposed change to take place.

➢ The governance structure of the proposed Foundation is currently being worked on; question of future accountability is yet to be determined.

➢ The new bylaws would dictate how autonomous the proposed Foundation would operate. ➢ Management of funds within the proposed Foundation would have to be considered in the future. ➢ A suggestion from the floor was made to investigate the methods of operation of other Foundations to

gain insight of how to proceed with the proposal

➢ BBESSI as a fundraising arm of the Eparchy and this initiative would remain but as part of the duties assigned for the proposed Foundation

➢ Current investment of funds from the sale of the Sheptysky Institute and subsequent property, would be one of the responsibilities of operation for the Foundation

➢ Subsequent interest from any future investments could be used for projects within the Eparchy that fall in line with the 2014 Sobor document.

➢ Additional responsibilities of the Foundation could include fund management, planned giving and any other future fundraising initiatives.

9. Election of Board of Directors ➢ Ernest Boyko chaired the Nominating Committee and ran the election of new Board members.

➢ Ernest identified the following Board of Directors expired in 2018:

• Prince Albert Deanery: Larry Danylyshen

• Regina Deanery: Terry Shalley

• Saskatoon Deanery: Bob Friesen

• Yorkton Deanery: Doreen Rathgeber

➢ Ernest identified the following on the slate of candidates as presented by the Nominating Committee.

• Prince Albert Deanery: Larry Danylyshen

• Regina Deanery: Terry Shalley

• Saskatoon Deanery: Bob Friesen

• Yorkton Deanery: Doreen Rathgeber

➢ Ernest made 3 calls to the floor for additional nominations for each Deanery. Hearing no additional nominations for any of the Deaneries, the following motions were made:

• Motion #6: For nominations to cease for Prince Albert Deanery. M: Fr. Ivan Nahachewsky 2nd Ernest Uhryn Carried. Larry Danylyshen elected.

• Motion #7: For nominations to cease for Regina Deanery. M: Fr. Ivan Nahachewsky 2nd: Morris Smysnuik Carried. Terry Shalley elected.

• Motion #8: For nominations to cease for Saskatoon Deanery. M: Larry Danylyshen 2nd: Terry Shalley Carried. Bob Friesen elected.

• Motion #9: For nominations to cease for Yorkton Deanery. M: John Parsons 2nd: Larry Danylyshen Carried. Doreen Rathgeber elected.

10. Adjournment and Closing Prayer ➢ Fr. Ivan Nahachewsky thanked all those present for attending, and especially the members that

continued their terms on the Board of Directors. The administration must serve in sanctification and catechesis, with all duties supporting the ministries of the Eparchy.

➢ Motion #10: To adjourn meeting. M: Fr. Ivan Nahachewsky Carried. Time: 2:50 PM

Andrij Lazurko, Chair &Vice -President Iris Owchar, Recording Secretary

AGENDA ITEM 6.0: Adoption of the Bishop Budka Eparchial Stewardship Society Inc & Ukrainian Catholic Foundation of Saskatchewan Corporation Special General Meeting held on December 9, 2018.

MINUTES of the Special General Meeting of the BBESSI Membership Date: Sunday, December 9, 2018 Time of Registration – 2:00pm to 2:30pm Time of Special General Meeting – 2:30pm Location: Dormition of the Blessed Mother of God Ukrainian Catholic Church Auditorium

120 – 105th Street West, Saskatoon SK.

ATTENDEES: Mary Parsons, John Parsons, Rita Smysnuik, Morris Smysnuik, Iris Owchar, Doreen Rathgeber, Geraldine Koban, Larry Danylyshen, Chris Pidwerbeski, Bishop Bryan Bayda, C.Ss.R., Norbert Wasylenko, Bob Friesen, Fr. Andre Lalach, Joan Matlock, Barb Bodnarchuk, Diana Kindrachuk, Ernest Uhryn, John Kindrachuk, Terry Shalley, John Hill, Ange Gretchen, Ernest Boyko, Fr. Janko Kolosnjaji, Adrian Olenick.

Meeting called to order at 2:32 p.m. by Bob Friesen, Chairman, BBESSI Board of Directors.

1) Opening Prayer.

Bishop Bryan Bayda, C.Ss.R. lead the Opening Prayer

2) Introductions.

Bob Friesen welcomed all delegates to the meeting and introduced the following individuals:

- Most Rev. Bishop Bryan Bayda, C.Ss.R., Eparch of the Saskatoon Eparchy

- Very Rev. Janko Kolosnjaji, Vicar General, Chancellor & Dean of Saskatoon

- Rev. Andre Lalach, Vice Chancellor, Vice Dean of Saskatoon

- Adrian Olenick, Finance Officer, Eparchy of Saskatoon

3) Appointment of Chair & Secretary for the meeting.

MOTION #1: Moved by John Parsons, seconded by Ernest Boyko appointment of Bob Friesen as Chair of the Special Meeting. CARRIED. MOTION#2: Moved by Doreen Rathgeber/Ange Gretchen appointment of Iris Owchar as Recording Secretary of the Special Meeting. CARRIED.

4) Approval of Agenda.

MOTION #3: Moved by Larry Danylyshen, seconded by Terry Shalley that the Agenda be adopted as presented. CARRIED.

5) Establishment of Number of Voting Delegates.

24 voting delegates in attendance. Therefore, 17/24 votes would be considered the majority that would be required for a resolution to pass/be approved.

It was noted that the election of Directors would only take place if the Articles of Amendment and Bylaws were approved at the meeting. And with respect to this a majority vote would be required to elect a Director to the Board.

6) Proposed Amendments to the Articles of Incorporation

Morris Smysnuik was asked to present both the Amendments to the Articles, and

Resolution to Approve the Amendments.

Morris explained the rationale behind the desire to change BBESSI from a Society or

strictly the fundraising art of the Eparchy to a Foundation. BBESSI is established as the

fundraising arm of the Eparchy of Saskatchewan, however, it was also decided to add

the function of managing and administrating the proceeds from the sale of the

Sheptytsky Institute as part of it’s mandate and function. BBESSI would retain its mission

as the fundraising arm of the Eparchy but would also be able to disburse the income

earned by the Sheptysky Fund under the direction of the Finance Council of the Eparchy

of Saskatchewan. This transition would necessitate a change to the existing Articles and

Bylaws and allow a stronger level of control held by the Eparch.

Morris further explained the need for the Organizational Name Change, Class of

Membership (Eparch & Ordinary Members), and the requirement of approval of both

classes of membership with respect to Changes to the Articles or Bylaws.

Introduction of Resolution #1 – Approval of the Amendments to the Articles of

Incorporation was made.

MOTION #4: Moved by Geraldine Koban, seconded by Chris Pidwerbeski that the

Amendments to the Articles of Incorporation be approved. CARRIED. (Delegates:

22/24 votes in favor; 2 abstentions)

7) Introduction of the Proposed Amendments to the Bylaws Morris Smysnuik presented both the Amendments to the Bylaws, and Resolution to Approve the

Amendments to the Bylaws.

It was noted that the mission of the Corporation and its objective/purpose was not changing.

Explanation of the current structure of the Board of Directors and the new proposed structure

was reviewed. The new Board would consist of the following: Eparch – Ex Officio; 4 Appointed

Directors by the Eparch (Consultor, Finance Council representative, Eparchial Pastoral Council

Representative and One member-at-large). Four additional members elected by the Ordinary

Members would also sit on the new Board of Directors (Prince Albert Deanery representative,

Regina Deanery representative, Saskatoon Deanery representative, and, Yorkton Deanery

representative). Each Appointed Director and Elected Director shall be appointed or elected at

the Annual General Meeting for a two-year term, to expire at the second Annual General

Meeting following their appointment or election or until their successor has been appointed or

elected.

MOTION #5: Moved by Doreen Rathgeber, seconded by Barb Bodnarchuk that the

Amended and restated Bylaw #1 be approved. CARRIED. (Eparch – 1 vote; Delegates

22/24 in favor; 1 abstention)

8) Resignation of Directors of the Bishop Budka Eparchial Stewardship Society

Incorporated.

The following Directors have submitted resignations from the Board of Directors of

BBESSI effective December 9, 2018:

➢ Bob Friesen

➢ Andrij Lazurko

➢ Doreen Rathgeber

➢ Fr. Ivan Nahachewsky

➢ Terry Shalley

➢ Ernest Uhryn

➢ Ernest Boyko

➢ Larry Danylyshen

➢ Angela Gretchen

➢ John Parsons

9) Appointment/Election of New Board of Directors.

MOTION #6: Moved by Ernest Uhryn, seconded by Joan Matlock that Morris Smysnuik run the Appointment/Election of the new Board of Directors of the Ukrainian Catholic Foundation of Saskatchewan Corporation. CARRIED. The slate of Appointed Officers for the Ukrainian Catholic Foundation of Saskatchewan Corporation is as follows:

➢ Most Rev. Bishop Bryan Bayda, C.Ss.R., Eparch – ex Officio Director

➢ Glen Lekach, Finance Council Representative (Term expires 2020)

➢ Fr. Ivan Nahachewsky, Consultors Representative (Term expires 2019)

➢ Geraldine Koban, Eparchial Pastoral Council Representative (Term expires

2020)

➢ Ernest Boyko, Director at large (Term expires 2019)

The proposed slate of Elected Officers for the Ukrainian Catholic Foundation of Saskatchewan

Corporation are as follows:

➢ Prince Albert Deanery: Larry Danylyshen (Term expires 2020)

Call for nominations for the Prince Albert Deanery from the floor (3 times). No additional

nominations noted.

MOTION #7: Moved by Ernest Boyko, seconded by Norbert Wasylenko that Larry Danylyshen

be appointed Elected Director for the Prince Albert Deanery. CARRIED.

➢ Saskatoon Deanery: Bob Friesen (Term expires 2020)

Call for nominations for the Saskatoon Deanery from the floor (3 times). No additional

nominations noted.

MOTION #8: Moved by Norbert Wasylenko, seconded by Barb Bodnarchuk that Bob Friesen be

appointed Elected Director for the Saskatoon Deanery. CARRIED.

➢ Regina Deanery: Terry Shalley (Term expires 2019)

Call for nominations for the Regina Deanery from the floor (3 times). No additional nominations

noted.

MOTION #9: Moved by Ernest Boyko, seconded by Ange Gretchen that Terry Shalley be

appointed Elected Director for the Regina Deanery. CARRIED.

➢ Yorkton Deanery: Doreen Rathgeber (Term expires 2019)

Call for nominations for the Yorkton Deanery from the floor (3 times). No additional

nominations noted.

MOTION #9: Moved by Geraldine Koban, seconded by Terry Shalley that Doreen Rathgeber be

appointed Elected Director for the Yorkton Deanery. CARRIED.

10) Adjournment & Closing Prayer.

MOTION #10: Moved by Ernest Uhryn that the meeting be adjourned. Fr. Andre Lalach closed the meeting with prayer.

________________________________ ________________________________

Bob Friesen, Chair Iris Owchar, Recording Secretary