Minutes of the 2013 TAC Annual General Meeting Friday, November 15, :00 PST Sheraton Wall Centre Hotel, Vancouver, BC

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1 Minutes of the 2013 TAC Annual General Meeting Friday, November 15, :00 PST Sheraton Wall Centre Hotel, Vancouver, BC Members of the TAC Board of Directors in attendance: Rick Lovat (RL), President; Rick Staples (RS), Past President; Derek Zoldy (DZ), Secretary; Vince Carbonara (VC), Treasurer; Erik Eberhardt (EE), Vice President West; Steve Skelhorn (SS), Vice President East; André Rancourt (AR), Director, Quebec and Maritimes; Heinrich Heinz (HH), Director, Alberta and Prairies Director; Bruce Downing (BD), Director, BC Region Absent Directors: Brian Garrod, Director, Ontario; Craig Bournes, Director, Communications; Laura McNally, Director, Contractor Relations; Boro Lukajic, Director, Government Liaison & Bylaws 1. Welcome and Introductions RL opened the meeting at 17:02, welcoming all members and guests. The members of the Board in attendance were introduced by Rick Lovat, President. RL reported that TAC is obliged to hold an AGM once each year. He noted that as a quorum of Board members had been met, the meeting was officially open. RL outlined areas that the Board has been addressing recently, including TAC s compliance under the new Canada Not for Profit Corporations Act regulations. VC was appointed as the new Treasurer effective January, 2013 and one of his duties this year is to help ensure TAC finances are in order as the association moves to compliance under the new Act. RL noted that the Board approved making Tunnels and Tunnelling North America (T&TNA) the official journal for TAC last fall and that the 3 rd Editorial Board meeting was held today. 2. Acceptance of the Minutes from the 2012 AGM October 18, 2012 Motion: Moved by Derek Zoldy (seconded by Bruce Downing) that the minutes of the 2012 AGM be approved. Carried Membership Report SS presented the 2013 membership report (see Appendix A, p8). At present TAC has 260 paid members - broken down by category there are 217 individual, 27 corporate, 10 students and 5 retired. At the 2012 AGM, SS reported that TAC had 205 members so growth has been good. SS noted that the Board s goal for 2014 is 300 individual, 33 corporate, 50 students and 5 retired members. TAC is supporting the establishment of the TAC Young Members Group to help drive the desired increase in student membership and new graduate members. The benefits of membership include 6 issues of T&TNA, TAC conference registration at TAC member prices, member-only access to TAC documents, local chapter events, TAC e-news and chapter e-news. Corporate membership includes the above benefits for one individual plus logo recognition on the TAC website, at the AGM, and in T&TNA, and an extra subscription to T&TNA.

2 Minutes of the 2013 TAC Annual General Meeting 2 SS presented a chart comparing current TAC membership fees with those of related organizations, such as the UCA, the BTS and the CGS. TAC s 2013 pricing of $50 for individuals, $250 for corporate members, $25 for retired members and $15 for students is much lower than the others. SS reported that the Board has approved an increase in the individual and corporate membership rates for 2014 the membership fee changes will be $75 for individuals, up $25, and corporate members will increase to $500. Retired and student members will remain at $25 and $15, respectively. These fees represent a modest increase and still provide exceptional value. The increased fees for Corporate Members will now include additional benefits in the form of additional subscriptions to Tunnels and Tunnelling North America. These fees have been approved by the TAC Board of Directors so no action is required at the AGM. 4. Treasurer s Annual Financial Report (see Appendix B, p9) 4.1. Financial Statements VC reported that TAC is in an excellent financial position with assets of almost $475,000 in the TD Canada Trust and other accounts. The initiative to consolidate the accounts and bookkeeping of the chapters and the national office to maintain compliance with Canada Revenue Agency (CRA) requirements is on track. There are few current liabilities and TAC is paying its bills on time. A chart comparing 2011, 2012 and 2013 revenues shows that 2013 income has been low as there have been few National events offered in 2013 until the workshop of this week in Vancouver. VC noted that TAC would like to improve this in the future. The current position as of November 15, 2013, based on revenues and expenses to date, is a net loss of $20,000 for the year Auditors Results & 2012, Auditor Appointment VC reported that the 2011 audit has been completed and in the auditor s opinion the Association s 2011 financial statements are presented fairly in accordance with generally accepted accounting principles. VC reported that the 2012 audit has not yet been completed, but that at this point in time the auditor has not uncovered any unusual or significant differences than what had been identified in The 2012 audit should be completed by the end of November, Going forward, VC noted that he is pleased to see improvements in the documentation of accounts and record retention with the engagement of Gibson Group Management Inc (GGMI). Bank accounts have now been consolidated to national accounts and credit cards, and limiting controls on chapter spends are being issued. VC noted that Bob Adam has provided auditing services to TAC for some time now. TAC could engage a larger firm, but costs for a full audit could increase to $12,000 in the first year alone. Motion: Moved by Derek Zoldy (seconded by Bruce Downing) that Bob Adam be appointed as TAC s financial auditor for fiscal Carried Forecast and 2014 Budget Approval VC reported that, with the extra cost of the 2011 and 2012 audits, there may be a loss of up to $36,000 at the end of This is in large part due to the much lower revenues in a non-

3 Minutes of the 2013 TAC Annual General Meeting 3 conference year. VC reviewed the proposed 2014 budget. Moderate membership growth is anticipated and fees will increase for individual and corporate members. A loss of $13,000 is predicted the higher revenues achieved in a conference year will be offset by expenses for new programs, including a promotional video estimated to cost $20,000 that will provide value to TAC as a whole and to members. 5. Regional Reports 5.1. East (Quebec & Ontario) SS provided an overview of Ontario and Quebec projects. The tunnelling industry in the Greater Toronto Area is very busy with several large projects under construction including the Spadina Subway Extension, the Southeast Collector Project, the Eglinton-Scarborough Crosstown Light Rail Transit Project and the Billy Bishop Pedestrian Tunnel to the Toronto Island Airport. Additionally there are several significant waterman and sewer tunnels, either recently completed or under way including the Coxwell Bypass Sewer and the Strachan Storm Water Syphon tunnel, the 7 km long Mid-Halton effluent sewer and outfall and the 13 km Hanlan Feedermain. The City of Toronto is also embarking on the design procurement for 22km of tunnels associated with a major CSO control project. Elsewhere in the province, in Ottawa the Light Rail Transit Project, a $2 billion project with 6 km of tunnels and four underground stations, is beginning constructed. The City of Ottawa is also progressing with the design of a 6 km CSO tunnel. In Windsor, the environmental assessment for the Detroit River Rail Tunnel project is complete. In Niagara Falls, the Niagara Tunnel has been completed and is in operation. The TAC Ontario Chapter is planning a Christmas social in December. In 2014, the chapter expects to run six events including lectures, site visits and socials. Tunnelling activities in Quebec on the Romaine 2 project located on the North Shore of the St- Lawrence River are coming to an end. The Romaine 1 project located some 30 km south of Romaine 2 is presently under construction, with the penstocks and diversion tunnels currently being excavated. Following projects Romaine 3 and Romaine 4 are presently under design. The City of Montreal is doing a call for tender for a 4 km long, 3.2 m diameter water tunnel. Two other small utility tunnels are planned in Québec, one for the Hotel-Dieu hospital expansion in Quebec City, and the other located on the McGill University campus in Montreal. There is currently no activity planned for the Maritimes although there remains chatter over the Link between Newfoundland and Labrador West (Alberta, Prairies & British Columbia) EE reported on activity in the west. The tunnelling industry is active in B.C., with a number of planned, ongoing and completed projects in Greater Vancouver and other regions. In Metro Vancouver, the Seymour-Capilano Twin Tunnels are nearing completion. These 7.1 km long, 3.8 m diameter twin tunnels were constructed through a joint venture between Aecon, JF Shea and Frontier Kemper. Final shotcrete and steel liner installation is 50% complete. The

4 Minutes of the 2013 TAC Annual General Meeting 4 project is scheduled to be completed by summer The Port Mann Water Supply Tunnel Project is underway. Sinking of the deep north and south shafts is now completed. Excavation of the 1 km long, 3.5 m diameter tunnel will soon commence (late 2013/early 2014) using a CAT EPB TBM. Construction is being undertaken by the McNally-Aecon joint venture. The Evergreen Line Rapid Transit Project is underway; the design-build-finance contract has been awarded to EGRT Construction (led by SNC-Lavalin). The project includes a 2 km long, 10 m diameter tunnel, to be excavated using a CAT EPB TBM (scheduled to arrive in late 2013). Proposed work in Metro Vancouver includes the Second Narrows Water Supply Tunnel and the Annacis Main No 5 Water Tunnel. The first is a proposed 1.1 km long water supply tunnel connecting North Vancouver and Burnaby. The 5.7 m diameter tunnel will be driven through variable soils and bedrock beneath Burrard Inlet. Preliminary design is underway (lead by Hatch Mott MacDonald), with construction planned for The Annacis Main No 5 Water Tunnel is a proposed water supply tunnel beneath the Fraser River connecting New Westminster and Surrey. Conceptual design and route selection is underway (lead by Golder with AECOM), with construction planned for EE reported that BC is also currently experiencing an increase in activity in hydroelectric and planned mining project development. Hydroelectric projects include tunnelling completed at Columbia Power s Waneta Expansion in southeastern BC, tunnelling completed on AltaGas s 195 MW Forrest Kerr Hydro Project in northern BC, and construction underway on AltaGas s 66 MW McLymont Creek Hydro Project, 10 km downstream of the Forrest Kerr Project. This project includes a 2.7 km long power tunnel that is scheduled for completion in late The proposed BC Hydro John Hart Generating Station Replacement Project on Vancouver Island includes the construction of a 2 km long tunnel and associated shafts. The project is currently in the RFP stage, with three short listed teams. BC mining projects include Seabridge Gold s proposed KSM mine in northwestern BC. The project is currently undergoing its environmental impact assessment review. If approved, $350M of tunnelling activities are planned including two parallel 23 km long ore conveyance tunnels. NovaGold and Teck s proposed Galore Creek Project in northwestern BC has received environmental approval but has stalled due to costs. A new prefeasibility study has been completed that lowers risk. If constructed (2018 at the earliest), the project would include a 12 km ore conveyance tunnel to connect the mine to the mill site. In Alberta, maximizing the protection of the environment through the upgrading of sanitary sewer systems remains a key focus area for the cities of Calgary and Edmonton. In Calgary, two tunnels have been completed under Memorial Drive and 16th Avenue, and one is in planning, as part of the Nose Creek sanitary upgrades in north Calgary. These range in length from 170 to 300 m, and 2 to 3 m in diameter, constructed using small diameter TBMs. A trenchless crossing of the Bow River is also anticipated as part of the Bowness West Sanitary Upgrade project in northwest Calgary. The preliminary design is expected to be completed in early In Edmonton, work is currently underway on Stage W13 of the West Edmonton Sanitary Sewer project, which includes a 1.2 km long and 2.3 m diameter tunnel. Another significant project is

5 Minutes of the 2013 TAC Annual General Meeting 5 the Mill Woods Double Barrel Replacement tunnel, 1.7 km long and 2.9 m in diameter, also under construction. As in past projects, these tunnels are being excavated by TBMs owned and operated by the City of Edmonton. After the successful completion of the North LRT to NAIT extension tunnels, the City of Edmonton is about to decide on the timing for construction of the $1.8-billion, City Centre to Mill Woods line. Although most of the 13.1 km alignment will be at grade, crossing the North Saskatchewan River will require construction of an approximately 400 m long tunnel section. EE reported on chapter activity in British Columbia. The BC Chapter is highly active, organizing monthly talks at the Steamworks Pub in downtown Vancouver. These have been highly successful in engaging locally-based TAC members and attracting new members. Turnouts are typically 40+ attendees. The BC Chapter organized the 2013 TAC Rock Tunnelling Workshop, held together with the TAC Awards Banquet in Vancouver. The chapter has also agreed to host and organize the 2014 TAC Conference, to be held in Vancouver. The proposed dates are October 26-28th, 2014, and the event will also include a meeting of the ITA Nordic Forum. 6. Bylaws and Articles of Continuance RL provided an overview of work by RS, GS and BL on changes required to meet the new Canada Not for Profit Corporations Act Modifications to Existing Bylaws RS reported that the current TAC Bylaws were originally put together in the 1990 s and related to the original Letters of Patent of the Association, which was formed as a Not-for-Profit entity. Recently, the Canada Revenue Agency (CRA) modified the rules under which Not-for-Profit organizations are required to operate by essentially replacing the old Letters Patent process with new regulations called Articles of Continuance. By October 2014, all Not-for-Profits must adopt a new format for their bylaws to be in compliance. The TAC Board of Directors has undertaken a complete re-vamp of the existing bylaws. All active TAC members were invited by to review the proposed changes. The major differences from the old bylaws have to do with terms of office for Directors (now 3-year terms), financial reporting and auditing requirements, and new general CRA requirements. RS asked the members to approve the new bylaws today so TAC can meet the deadline for government submission next year. Motion: Moved by Rick Staples (seconded by Heinrich Heinz) that the news TAC Bylaws be approved. Carried 7. Notice of Proposed Elections and Appointments of TAC Officers or Directors RS presented the enclosed slate (see Appendix C, p17) of TAC Officers and Directors for 2014 with positions and length of terms. Motion: Moved by Rick Staples (seconded by André Rancourt) that Erik Eberhardt be appointed as TAC s Vice President West for the term January 2014 to December Carried

6 Minutes of the 2013 TAC Annual General Meeting 6 RS reported on a new Board position that has been created Nichole Boultbee has been appointed as Director of the Young Members Group. 8. Communications and Marketing RL noted TAC s commitment to communicate with the members Tunnels and Tunnelling Magazine TAC s agreement with T&TNA provides for 6 issues annually - 2 of which will have a Canadian Focus. Corporate members receive two subscriptions Website Action RL reported that there is a plan to modernize the TAC website in Tunnel Advocacy Video 2014 Work is underway on the video and Shani Wallace of Tunnel Talk magazine has been retained for $20,000. The desire is to have it ready by May 2014 in order to be able to introduce it at the ITA conference, or at the latest, by the TAC 2014 Conference in the fall of Proposed Coffee Table Book SS has been leading this initiative on behalf of the Board. The current plan is to put this off until the The development team will be looking for content (pictures, illustrations, etc.) from members. 9. ITA Update RS reported that the last ITA Conference was in Geneva in June ITA elected a new President - Soren Eskesen. Rick Lovat has also been elected as First Vice President for a 3-year term. The WTC 2016 location has been awarded to the United States and will be held in San Francisco. The 2014 conference will be in Brazil and will move to Croatia in Canada (through TAC) joined the Nordic Group EE was appointed to be our representative. Nichole Boultbee attended the recently held 2013 Nordic Conference Erik s absence. Canada will host the 2014 Nordic Group meeting at our annual conference next October in Vancouver. RL reported that SS has agreed to serve as TAC s representative to the BTS in the UK. AR has volunteered to be TAC s liaison to the AFTES in France. We are always looking for more TAC members to get involved in the ITA Working groups. 10. Motions from the Floor There were no motions. 11. Other Business There was a question about the investment strategy for the TAC assets of $475,000. RL confirmed the view to continue to build the TAC war chest to secure long term sustainability by ensuring TAC has 4-5yrs of funding and to spend the balance of funds in the interest s of TAC as approved the Board.

7 Minutes of the 2013 TAC Annual General Meeting 7 VC confirmed that TAC is currently in a positive cash position and the Board is looking at opportunities to spend more on TAC initiatives. Until then, it would be prudent to invest in safe products such as GICs. 12. Next Meeting The next TAC AGM will occur on Monday, October 27, 2014 at the Sheraton Wall Centre in Vancouver, BC in conjunction with the 2014 TAC Annual Conference. Motion: Moved by Bruce Downing (seconded by Vince Carbonara) that the meeting be adjourned. Carried The meeting ended at 18:02 PST.

8 Minutes of the 2013 TAC Annual General Meeting 8 Appendix A 2013 Membership Report Membership sits at 260, broken down as follows: Individual members 217 Corporate members 27 Student members 10 Retired members 5* *Note; TAC is supporting the establishment of the TAC Young Members, which is expected to attract many more student members

9 Minutes of the 2013 TAC Annual General Meeting 9 Appendix B

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15 Minutes of the 2013 TAC Annual General Meeting Financial Forecast Consolidated National Quebec Maritime Ontario Alberta British Columbia Notes REVENUE Member Dues Corporate Sponsorship 22,500 22, ,500 17, $75 x 300 Members (Proposed New Rate and higher enrollment) $500 x 35 Sponsors (Proposed New Rate and higher enrollment) Registration Income 3, ,000 2,400 - Income from events Investment Income 6,000 6, Bank Interest on invested funds 1.5%) Vancouver TAC Event 40, ,000 TAC Event Vancouver Canadian Awards Income from Award Event TOTAL REVENUE 89,400 46,000-1,000 2,400 40,000 OPERATING EXPENSES Contract Labour 43,200 43, Full Contract Value ITA Membership 1,400 1, Yearly Fee Supplies Promotional Material Expense 2,000 2, Website Postage 1,200 1, Promotional & Advertising / Video 20,000 20, Advocacy Video Proposal Volunteer Travel ITA Delegate Travel Awards preparation fees 4,000 4, Staples to Igazu WTC2014 AGM Travel (Graduate Winner) 2,000 2, Vancouver Conference 2014 Board & Committee Meetings 6,600-1,200 2,400-3,000 Regional Request Hall Rental Canadian Awards Field trips/buses/security 3, ,000 2,400 - Regional Request Catering/Decorator/Gratuities 1, , Meals Dinner cost for Canadian Graduate Scholarship 5,000 5, Undergraduate Scholarship 1,000 1, Professional Services Audit and Tax 10,000 10, Audit and tax Miscellaneous 2,000 2, TOTAL OPERATING EXPENSES 103,040 91,800 1,200 3,640 3,400 3,000 TOTAL EXPENSES 103,040 91,800 1,200 3,640 3,400 3,000 NET INCOME/(LOSS) (13,640) (45,800) (1,200) (2,640) (1,000) 37,000

16 Minutes of the 2013 TAC Annual General Meeting Financial Budget Consolidated National Quebec Maritime Ontario Alberta British Columbia Notes REVENUE Member Dues Corporate Sponsorship 22,500 22, ,500 17, $75 x 300 Members (Proposed New Rate and higher enrollment) $500 x 35 Sponsors (Proposed New Rate and higher enrollment) Registration Income 3, ,000 2,400 - Income from events Investment Income 6,000 6, Bank Interest on invested funds 1.5%) Vancouver TAC Event 40, ,000 TAC Event Vancouver Canadian Awards Income from Award Event TOTAL REVENUE 89,400 46,000-1,000 2,400 40,000 OPERATING EXPENSES Contract Labour 43,200 43, Full Contract Value ITA Membership 1,400 1, Yearly Fee Supplies Promotional Material Expense 2,000 2, Website Postage 1,200 1, Promotional & Advertising / Video 20,000 20, Advocacy Video Proposal Volunteer Travel ITA Delegate Travel Awards preparation fees 4,000 4, Staples to Igazu WTC2014 AGM Travel (Graduate Winner) 2,000 2, Vancouver Conference 2014 Board & Committee Meetings 6,600-1,200 2,400-3,000 Regional Request Hall Rental Canadian Awards Field trips/buses/security 3, ,000 2,400 - Regional Request Catering/Decorator/Gratuities 1, , Meals Dinner cost for Canadian Graduate Scholarship 5,000 5, Undergraduate Scholarship 1,000 1, Professional Services Audit and Tax 10,000 10, Audit and tax Miscellaneous 2,000 2, TOTAL OPERATING EXPENSES 103,040 91,800 1,200 3,640 3,400 3,000 TOTAL EXPENSES 103,040 91,800 1,200 3,640 3,400 3,000 NET INCOME/(LOSS) (13,640) (45,800) (1,200) (2,640) (1,000) 37,000

17 Minutes of the 2013 TAC Annual General Meeting 17 Appendix C TAC - Board of Directors and Officers AGM November 15/13 NAME POSITION DATE TASK Rick Lovat Officer -President Award Nomination Committee, Advocacy, Corporate Sponsors 31-Dec-14 Rick Staples Officer - Immediate Past President T+TNA Chair, Scholarship, ITA Rep. 31-Dec-14 Steve Skelhorn Officer - VP, East Coffee Table Book, BTS Rep., Membership 31-Dec-14 Vince Carbonara Officer -Treasurer Budget, Cash Management, Banking 30-Jun-15 Derek Zoldy Officer - Secretary By Laws, Governance 31-Dec-15 Bruce Downing Director, BC Region T+TNA Panel Member 31-Dec-15 Heinrich Heinz Director, Alberta & Prairies Region Social Media, T+TNA Panel Member 31-Dec-15 Brian Garrod Director, Ontario Region T+TNA Panel Member 31-Dec-13 André Rancourt Director, Quebec & Maritimes Region AFTES Rep., T+TNA Panel 31-Dec-15 Laura McNally Director Safety Working Group, T+TNA Panel 31-Dec-14 Craig Bournes Director T+TNA Panel, Website Support Oversight, Safety 31-Dec-15 Boro Lukajic Director By-Laws 31-Dec-15 Proposed Nomination (to be elected by Membership) Erik Eberhardt Officer - VP, West Nordic 31-Dec-16 Proposed Nominations (to be appointed by the TAC Board of Directors) Nichole Boultbee Director Young Members 31-Dec-16