1400 NORTHUMBERLAND STREET, AYR, ONTARIO NOB 1E0
(519) 632-7413 1-800-265-8792 fax: (519) 632-8908
127th Annual General Meeting
TAKE NOTICE that an Annual General Meeting of the Members of Ayr Farmers Mutual Insurance Company will be held virtually using a Zoom Webinar format on the 5th day of March, 2021 at the hour of 2:00 p.m. for the purposes of:
1) To receive, consider and approve the annual statements for the year ending December 31st, 2020;
2) To appoint auditors for 2021;
3) To elect one director for a one (1) year term. With the resignation of Brian Sayles prior to the end of the term for which he was elected, a vacancy was created. The vacancy, in accordance with Article 27 of the Corporation’s Bylaw, was filled by Brad Sayles, duly qualified and appointed by the remaining directors. The Bylaw further states that at the next Annual General Meeting an election shall be held to fill the vacancy for the portion of the term still unexpired. The term for this vacancy shall expire in 2022. Brad Sayles is eligible for election; and
4) To elect two directors for a three (3) year term. The members will be asked to elect two Directors for a period of three years, the retiring directors being Cathy Formica and Jason Vernooy. Both are eligible for re-election.
In accordance with Bylaw #5 Section 20.e) the nominees eligible for election to the Board are Brad Sayles for a one (1) year term; Cathy Formica and Jason Vernooy for a three (3) year term.
By order of the Board of Directors, dated at Ayr, Ontario, this 18th day of December 2020.
The annual statement will be made available on the website of Ayr Farmers Mutual no later than 21 days prior to the Annual General Meeting. A member may obtain a copy of the annual statement by sending a written request to the head office at least 14 days prior to the Annual General Meeting.
Paula McMahon, Corporate Secretary
Any person wishing to seek election or re-election as a Director must file their intention to stand for election in writing with the Corporate Secretary before 12:00 noon, at least ninety (90) days in advance of the Annual General Meeting. Forms are available from the Corporate Secretary at the Head Office during regular business hours.
In accordance with the Corporations Act Schedule 2, Special Rules During Emergency, Meeting for Corporations, the Ayr Farmers Mutual Annual General Meeting will be hosted virtually using a Zoom Webinar format. The only option to attend the Annual General Meeting is by using an internet-connected device to connect to Zoom. There is no option to join in person or on the phone. Pre-registration is required.
Please go to https://us02web.zoom.us/webinar/register/WN_BszQ6f8vQbSArHPkCVmUNQ to register on or before Thursday, March 4th, 2021 at 12 noon. You will be required to register with your name, mailing address, email address and your Ayr Farmers Mutual policy numbers. Once your registration has been approved, you will receive an email containing a link to the meeting. You should be prepared to join the meeting up to 15 minutes prior to the start time to allow for connectivity.
For more information around this year’s virtual Annual General Meeting, including how to access technical support, please refer to the About tab, AGM on the Company’s website at www.ayrmutual.com/about/agm.html
Technical Support for attending the Annual General Meeting on Zoom:
- The only option to attend the Annual General Meeting is by using an internet-connected device to connect to Zoom. There is no option to join in person or on the phone.
- Zoom webinar can be accessed through a wide variety of devices, for a full list of devices and technical requirements for each see: https://support.zoom.us/hc/en-us/articles/201362023-System-requirements-for-Windows-macOS-and-Linux
- For questions about using Zoom or other common questions see: https://support.zoom.us/hc/en-us/articles/206175806
- If you have any other questions about the Annual General Meeting or using Zoom, please email AGM@Ayrmutual.com and someone will respond within 1 business day.
MINUTES OF THE 127th ANNUAL MEETING
Friday, March 5th, 2021
Held virtually through Zoom Webinar
Following introductory remarks that included instructions on how to participate at the virtual Annual General Meeting, Ms. Baldwin called the meeting to order at 2:03 p.m.
Elizabeth Baldwin, as Chair of the Board, will act as Chair for the 127th Annual General Meeting.
As the required number of members established a communications link to the meeting and were deemed present, constituting a quorum, the Chair declared the meeting properly convened.
To support the Board’s focus on governance and their desire to hold an effective and informative Annual General Meeting, Ms. Baldwin informed the members that Stephen Grant from Madorin, Snyder LLP will act as Parliamentarian for today’s meeting.
The Chair explained that today’s meeting will be governed by ‘Roberts Rules of Order’ and asked that questions be reserved until all the reports have been received as questions may be answered in subsequent reports.
It was duly MOVED, SECONDED and CARRIED that the minutes of the 126th Annual Meeting of the corporation be accepted as recorded and as made available on the Ayr Farmers Mutual website.
Ms. Baldwin provided the members with the Report from the Board which highlighted the Board’s oversight of the Company’s response to the COVID-19 pandemic, the Company’s continued commitment to the community through donations, and their ongoing support to post-secondary education of Policyholder’s children through the Ayr Farmers Mutual Scholarship Program. With positive financial results the Board was pleased to declare a refund of premiums for qualifying policies.
Ms. Baldwin noted that after 15 years of dedicated service to the Board of Directors, Brian Sayles retired mid-term. After Mr. Sayles’ departure, the Board filled the vacancy in accordance with the company by-laws and welcomed Brad Sayles as a Director.
The Chair called upon President & CEO Jeff Whiting to provide the President’s Address.
Mr. Whiting provided a report on the activities of 2020 that included software conversion, review of the organization structure, and the implementation of the Company’s business continuity plan in response to the COVID-19 pandemic.
Looking ahead, the focus in 2021 will be on the return to work plan following the pandemic, stabilization of the software platform and continuation of strategic initiatives.
Mr. Whiting noted that 2020 was an unpredictable year for financial performance. He explained that due to the pandemic The Financial Services Regulatory Authority, the insurance regulator, removed a rule to allow refunds or rebates on the automobile line of business, and strongly encouraged automobile insurance providers to provide rate relief or a refund to their customers. With a strong and stable financial position, the Board of Directors was able to declare a 7% refund to qualifying automobile Policyholders.
The Chair called on Chief Financial Officer Dave Paterson to present the Financial Statements.
Mr. Paterson provided the members with an update on the financial position and statement of comprehensive income of the organization.
It was duly MOVED, SECONDED and CARRIED that the Financial Statements be received as presented to the membership.
It was duly MOVED, SECONDED and CARRIED that the firm of Graham Mathew Professional Corporation, Chartered Accountants of Cambridge, Ontario, be appointed as auditors for the year 2021, and that the Directors be authorized to fix the auditors remuneration.
As required by the Company’s Bylaw, there is to be an election for two directors for a 3-year term; and one director for a 1-year term to fill the vacancy created by the retirement of Director Brian Sayles mid-term.
On behalf of the Nominating Committee, Ms. Baldwin read the Nominating Committee Report that recommended Cathy Formica and Jason Vernooy be elected for the 3-year terms, and that Brad Sayles be elected for the 1-year term.
As no one else filed was nominated for election in accordance with the Company’s Bylaw, the Chair declared Cathy Formica and Jason Vernooy elected by acclamation to the Board for a 3-year term, and Brad Sayles elected by acclamation to the Board for a 1-year term.
As all business on the agenda was complete, Ms. Baldwin thanked everyone for attending and requested a motion to adjourn the meeting.
It was duly MOVED, SECONDED and CARRIED that the meeting stands adjourned at 2:37p.m.