Board of Directors

Annual General Meeting (AGM) – DRAFT MINUTES

Monday, April 15, 2024

7:00 - 8:00 pm

Bridgetown and Area Library

In Attendance:

Olga Comeau

Kris Humphreys, Treasurer

John Parkin

Hannah Schell, Director

Sally Shaw

Bob Howard

Howard Hutton

Dale Comeau

Tim Jackson

Regrets: None

Items:

1. Appointment of Chair: Kris Humphreys was appointed to Chair the meeting and called     the meeting to order at 7:07 pm.

2. Land Acknowledgement (Olga Comeau)

     The Arlington Forest Protection Society acknowledges we are in Mi’kma’ki the unceded territory and ancestral homeland of the Mi’kmaq Nation. Our relationship is based on a series of Peace and Friendship treaties between the Mi’kmaq Nation and the Crown, dating back to 1725. In Nova Scotia, we recognize that We are All Treaty People.

3. Approval of 2023 Annual General Meeting Minutes:

o   The previous AGM minutes were shared in advance by email. No requests for changes or corrections were received before the AGM. The Chair called for any changes or corrections from the floor. No changes or corrections were requested.

○   Motion to approve the 2023 Annual General Minutes as they were recorded was Moved by Olga Comeau and Seconded by Bob Howard. The motion carried unanimously.

4. Report of the Board of Directors 2023:

○  Kris Humphreys presented the report to the attendees highlighting the Society’s activities in 2023, and upcoming plans for 2024.

○  Motion to accept the Director’s Report as read was Moved by Bob Howard and Seconded by John Parkin. The motion carried unanimously.

o   The report is attached as Appendix A of the Draft Minutes for reference

     5. Annual Financial Report:

○ Kris Humphreys (Treasurer) presented the Annual Financial Report highlighting

                 the revenue and expense items for 2023.

○ Motion to accept the 2023 Financial Report as read was Moved by Olga Comeau and Seconded by Bob Howard. The motion carried unanimously.

○ Kris Humphreys will submit the signed Annual Financial Report to the Registry of Joint Stocks within 14 days of this meeting.

      6. The Chair called for nominations to the board of directors from the floor three times. No

          nominations were brought forward.

○ The Chair called for a vote for the slate of candidates offering for the Arlington Forest Protection Society Board of Directors for 2024. All members present voted in favour of the nominated candidates. There were no opposing votes. The Board of Directors for 2024 includes Olga Comeau, Kris Humphreys, Hannah Schell, John Parkin, and Colin Gray.

Questions and Discussion:

Dale Comeau –

Questioned carbon credits and charitable status, would like to clarify that charitable status with  Canada Revenue Agency (CRA), includes environmental organizations and potential income from carbon credits is applicable. Identified and confirmed that this is applicable under the Charitable Organization description on CRA’s website.

Sally Shaw –

Stated support of charitable status and land with trails for walking and horseback riding on future suitable land acquired.

Bob Howard-

o   Process of charitable status interest, requesting memo about the process for reference as a guide for the Conservation Burial Organization he is involved with

• Owen Bridges’ dad is a non-profit lawyer and Bob will pass along his phone number and email. Bob Howard offered to pay for a one-hour consultation on behalf of the Society.

o   The Society will be required to file an annual tax return as a charitable organization

o   Questions about the charitable status process and requirements of a charitable organization will be investigated

o   Would a realtor be involved in assessing the value of donated land?

o   Suggested building a relationship with NS Nature Trust, no presence in Annapolis county, no properties identified that they would be interested in.

o   Conservation Burial discussion as an option for an Arlington Forest Project in the future.

 John Parkin-

o   Questions about audio moths. Kris will meet with Geoff Agombar who is programming them to record dawn and dusk birdsong in the forest.

The Chair noted that this concluded the regular business of the Annual General Meeting and the meeting would now follow the Election Procedure. The 2023 Board of Directors is now retired but will hold office until the end of the meeting, and Kris Humphreys will act as Chair to conduct the business of the AGM.

    7. Adjournment:

○ Motion to adjourn the Annual General Meeting was Moved by Kris Humphreys and Seconded by Dale Comeau. The motion carried unanimously. The meeting adjourned at 7:56 pm.

The 2024 Board of Directors met following the adjournment of the Annual General Meeting to complete the election of the Officer roles.

    8. Nominations for New Board of Directors:

○ The Chair of the Nominations Committee (Kris Humphreys) introduced the candidates for the 2024 Board of Directors. These nominations were brought forward before the meeting:

■ Olga Comeau

■ Kris Humphreys

■ Hannah Schell

■ John Parkin

■ Colin Gray

 9. Election of Officers:

The Officers for 2024 are as follows:

■ President, Olga Comeau

■ Vice-President, Hannah Schell

■ Corporate Secretary-Treasurer, Kris Humphreys

o   Kris Humphreys moved for all officer roles and there was unanimous support from the board members.

○ Kris Humphreys will file the “Notice of Change Directors/Officers” and add Olga Comeau as President, Hannah Schell as Vice President, Kris Humphreys will remain as Secretary-Treasurer, and John Parkin and Colin Gray as Directors, with the Registry of Joint Stocks to complete the registration of the new Board.

2023 Annual Report of Directors

Presented by Kris Humphreys, Board Member

Board of Directors for 2023

The membership of the Arlington Forest Protection Society (AFPS) Board of Directors for 2023 included:  Robert Bright (Vice-President), Kris Humphreys (Treasurer), Laura Bright (Corporate Secretary), and Directors Hannah Schell, and Rhonda O’Grady. Olga Comeau (President) submitted her resignation on September 27th, 2023. Rob Bright offered to take the interim role of President and was voted in by the board on November 6, 2023.

Update of Current Board Members as of April 15th, 2024

At the end of the January 2024 Board meeting, concerns were raised over President Rob Bright’s social media activity on behalf of the board using the Society’s Facebook account. Following the board discussion about the inappropriate use of the Society’s Facebook page, Kris Humphreys, who brought the concerns to the board's attention, was accused of bullying and harassment and given the choice to resign “due to personal reasons” or be removed. On January 30, 2024, notice that Kris had been removed from the board and her membership revoked was sent by email. Since the Special meeting called to approve the motion did not meet the quorum and breached a number of the Society bylaws, the Registry of Joint Stock Companies confirmed Officer Kris Humphreys remained in her Treasurer position, and the meeting was null and void.

Following the Society’s members’ response to a call to voice their opinions about the inappropriate social media posts and the attempted removal of Kris Humphreys as Treasurer, it became evident that respectful representation of the Society was a priority.

Nina Newington was instrumental in negotiating the separation of Save Our Old Forests (SOOF) from the Arlington Forest Protection Society. The separation included the resignation of President Rob Bright, Secretary Laura Bright and Director Rhonda O’Grady on February 13th, 2024. Since the separation, SOOF has become a registered non-profit organization.

Building Connections

AFPS continues to work with The Community of Clarence with the North Mountain Meeting Hall used as a workshop location with the adjacent land.

AFPS maintains its membership in Recreation Nova Scotia to access group insurance rates.  As a member, AFPS is now insured for both Liability and Directors & Officers.

Members

There are currently 93 members in good standing. Members can attend the Annual General Meeting, and vote once they have attended one meeting per the Society bylaws outlined by the Registry of Joint Stock Companies.

Educational Programming

AFPS hosted workshops including an Orientation in the Woods, Birding by Ear, Swallow Nesting Boxes, Tree ID, Meet Goldsmith Lake, Mycology ID, and iNaturalist in the Forest.  AFPS brought in several guest speakers including Colin Gray from the Mersey Tobeatic Research Institute, Keith Egger retired professor of Mycology, Angelika Waldo, Donna Crossland and Bob Bancroft.

Save Our Old Forests (SOOF)

SOOF was launched on March 25, 2023, at the Bridgetown Legion. Guest speakers Donna Crossland and Bob Bancroft spoke to a packed house concerning the state of provincial forests, the beneficial role healthy forests play and the impact of habitat loss for endangered species. A silent auction allowed participants to bid on some fantastic items, and a free lunch was served to all.

Citizen Science Projects

The ongoing citizen science work in 2023 around Goldsmith Lake continued to identify species-at-risk lichens and black ash that require protection and has been instrumental in the forest status change to protected old growth and the removal of those old-growth areas from the province’s harvest plans.

The Arlington Forest Protection Society is grateful to the following Citizen Scientists for their enthusiasm, dedication, perseverance, and love of nature: Ashlea Viola, Bonnie McOrmond, Donna Crossland, Frances Anderson, Geoff Agombar, Gini Proulx, Harold Clapp, Jane Borecky, Jonathan Riley, Joseph Johnson, Julie Palmer, Karen Achenbach, Larry Neily, Laura Bright, Lisa Proulx, Lorraine Ascott, Nina Newington, Robert Bright and Rhonda O'Grady.

Awards

The Arlington Forest Protection Society was the 2023 recipient of the Tooker Gumberg Award, presented by the Ecology Action Centre, Arlington Forest Protection Society for saving a place with science. In the fall of 2022, the group sounded the alarm that an area of Crown land was beginning to be cut by forestry company Westfor at Goldsmith Lake. The group hosted a "bioblitz" on the land and identified eight species at risk at the site, including Black Ash, and Blue Felt Lichen, Nova Scotia's provincial lichen and an indicator of old forests. The company and Province had not previously noted these species which are supposed to be protected by law against the impacts of forestry. The Society's documentation, communications, and public outcry led to the Province pausing the clearcut and requiring more species at risk surveys. Arlington Forest Protection Society did an outstanding job of conducting citizen science and then using their findings to call on the government and companies to at least follow the minimal environmental protection processes we have in place in Nova Scotia.

Plans for 2024

As the Society moves to the original plan to protect forests through acquisition, charitable status will be pursued to provide tax receipts to donors who wish to gift or bequeath their land to the Society.

A basic map and compass workshop will take place on April 27th at the North Mountain Meeting House in Clarence, made possible through collaboration with the Community of Clarence.

The Community wishes to collaborate with the Society on workshops that involve their leased land on the North Mountain.

Audio Moths will be installed to identify bird songs in the Arlington Forest and record species that live and nest in the forest.

The Society wishes to thank members for their support over the past year and hopes that the future holds more opportunities for environmental protection, education, and collaboration.

This section is currently under construction.