TAKE NOTICE there shall be an ANNUAL GENERAL MEETING of TRENT RADIO - a corporation without share capital to be held, Saturday, 6 December 1997, 2 p.m. at the Jolly Hangman, Peter Robinson College Trent University, George St North, Peterborough, Ontario === AGENDA === 1.) Chair's opening remarks and setting of the agenda. 2.) MOTION to approve minutes of last Annual General Meeting held on 3 December 1996. 3.) PRESENTATION of Reports of the Directors, Committee Chairs and Officers. Namely: Propaganda and Publications; Radio Links, Special Programming, Outreach, Fundraising; Music; Brokered Programming; Physical Plant and Technical Committee; Programme Director; General Manger & President 4.) MOTION to confirm all resolutions of the Board. 5.) PRESENTATION of Financial Statements for One Year Ending 31 August 1997 with an independent Financial Review. And if the Members see fit; a MOTION, to accept the Financial Statements as presented; and a MOTION, to appoint the auditor for the next fiscal year ending 31 August 1998. 6.) REPORT of the Nominating Committee and election of Directors As provided by the By Laws of Trent Radio, the Nominating Committee shall submit nominations to fill vacancies of the Board for consideration by the membership. The Nominees are; Grant Ball Barb Bell Esther Caldwell Franca Cioffi Andrew Parker Nick Smith Bill Thompson Further nominations may be made by any seven (7) members in good standing by delivering a nomination paper signed by them to the Secretary of Trent Radio not later than seven (7) days before the annual meeting. If more than seven (7) persons or such greater number as shall constitute a full board or increase thereof are nominated, an election by ballot shall take place at the annual meeting. Proper delivery shall be deemed to have been executed if a duly executed nomination paper is received by midnight, 28 November 1997 at Trent Radio House, 715 George Street North, by a responsible Trent Radio representative. The affairs of Trent Radio shall be managed by a Board of seven (7) directors, each of whom at the time of her/his election or within ten (10) days thereafter and throughout her/his term of office shall be a member of Trent Radio. Each director shall be elected to hold office until the next annual meeting after s/he shall have been elected or until her/his successor shall have been duly elected or qualified. Members of the Board of Directors shall be, at all times, Canadian Citizens, except when seen to be of exceptional benefit to Trent Radio and its direction, and an application for their membership is made to the Government of Canada. A majority of the Board shall be enrolled students of Trent University. 7.) Any other business 8.) MOTION to adjourn = = = Please note, that the Directors may elect to hold the first meeting of the new Board, either immediately following the Annual General Meeting, or at some future time, according to their wish. Also, all full time student of Trent University are members of Trent Radio. per Trent Radio Board of Directors: for H Lisa Howard, Secretary, 22 November 1997 TRENT RADIO ANNUAL GENERAL MEETING MINUTES 6 December 1997 MINUTES OF THE ANNUAL GENERAL MEETING OF MEMBERS OF TRENT RADIO, held at the Jolly Hangman, Peter Robinson College, George Street North, Peterborough Ontario, on Saturday 6 December 1997 at the hour of 2:25 o'clock in the afternoon. P R E S E N T: Franca Cioffi, Barb Bell, Dean Girard, Les Laing, Barb Woolner, Andrew Fogarasi, John K Muir, Andrew Cousins, Sahver Kuzucuoglu, Bill Thompson, Nick Smith, Andrew Parker, Grant Ball, Esther Caldwell, Steve Peterson, Keith Smith and Paul Cleveland being a quorum of the Members of the Corporation. The Meeting was called to order and Andrew Fogarasi, the President and Chair of the Corporation, acted as Chair of the Meeting, while Lisa Howard, the Secretary of the Corporation acted as Secretary of the Meeting. Notice of the meeting have been duly posted according to the by laws of the Corporation on the 24th day of November, 1997, a copy of which notice is attached to the minutes of this meeting, and a quorum of the members being present in person, the meeting was declared regularly constituted. The Chair welcomed all in attendance and the agenda was agreed upon. The Chair then gave notice that one further nomination had been made for consideration by the Members for election to the Board. The minutes of the last meeting of Members were presented. UPON A MOTION duly made, seconded and unanimously carried, the minutes of the last meeting of Members held on 3 December 1996 were approved. Then followed the presentation of the Annual Report of the the Corporation, including the reports of Committees and Officers. Propaganda and Publications Committee - Dean Girard, Radio Links Committee - A Fogarasi for Emily Watkins, Special Programming Committee - Franca Cioffi, Fundraising Committee - Barb Bell, Music Committee - Jean Reno, Brokered Programming Committee - A Fogarasi, Physical Plant and Technical Committee - John Muir, Programme Director - Barb Woolner, General Manger - John Muir, and, President - Andrew Fogarasi MOTION to confirm all resolutions of the Board. UPON A MOTION duly made seconded and carried it was resolved that all resolutions and acts of the Board since 3 December 1996 as set out in the Minutes of the Corporation or in the annual reports of the Corporation submitted to this Meeting were approved and confirmed. PRESENTATION of Financial Statements for One Year Ending 31 August 1997 with an independent Financial Review. The General Manager presented to the Meeting the financial statements of the Corporation for the financial year ended 31 August 1997, consisting of a balance sheet, statement of income and retained surplus and a statement of source and use of funds for the period then ended, together with the financial review report, dated 27 November 1997 of McColl Turner, Chartered Accountants, the auditors of the Corporation. Discussion and questions followed. UPON A MOTION duly made, seconded and, it was resolved that the financial statements of the Corporation for the financial year ending 31 August 1997, consisting of a balance sheet, statement of income and retained surplus and a statement of source and use of funds for the period then ended, together with the financial review report, dated 27 November 1997 of, the firm of McColl Turner, Chartered Accountants, the auditors of the Corporation, are hereby approved. UPON A MOTION duly made, seconded and, it was resolved that the firm of McColl Turner, Chartered Accountants are hereby appointed auditors of the Corporation and to prepare an independent financial review of the books of the Corporation on a yearly basis and to assist in the preparation of the financial statements as may be required from time to time until the next Annual Meeting at a remuneration to be fixed by the Directors, the Directors being hereby authorised to fix such remuneration. REPORT of the Nominating Committee and election of Directors The Chair reported that, as provided by the By Laws of Trent Radio, a total of eight nominations had been received to fill the seven vacancies of the Board. The Chair reminded that Members that the By-Laws of Trent Radio provided that; Members of the Board of Directors shall be, at all times, Canadian Citizens, except when seen to be of exceptional benefit to Trent Radio and its direction, and an application for their membership is made to the Government of Canada. A majority of the Board shall be enrolled students of Trent University. It was reported that the CRTC has received an order from the Governor of the Privy Council amending the eligibility requirements of Directors such that the presiding officer and four-fifths of the Directors must be Canadian citizens, resident in Canada, and that this in turn had been reported to the Secretary of the Corporation. The effect of this is that an application to the Government of Canada for a non-Canadian Director is no longer required. It was reported that two of the nominees were not Canadian citizens at the time of the meeting UPON A MOTION duly made, seconded and carried it was resolved that all the nominees are considered of exceptional benefit to Trent Radio and its direction By virtue of the provision that a majority of the Directors must be enrolled students of Trent University, it was determined, with regret that only seven of the eight nominees were eligible to fill the seven vacancies on the Board of Directors. UPON A MOTION duly made, seconded and carried, it was resolved that in consideration of the current eligibility requirements for election to the Board of Directors, that the following be appointed to the Board of Directors and be shall be considered duly elected to represent the Corporation and to hold office until the next annual election of Directors subject to the provisions of the by-laws of the Corporation. Grant Ball Barb Bell Esther Caldwell Franca Cioffi Andrew Parker Nick Smith Bill Thompson There being no further business the Meeting was adjourned. _______________________________ ___________________________ Andrew Fogarasi, Chair Lisa Howard, Secretary