minutes of the 2013 tac annual general meeting tac agm minutes - jan 2.pdf · absent directors:...

Minutes of the 2013 TAC Annual General Meeting Friday, November 15, 2013 – 17:00 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 3rd 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

3. 2012 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.

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.

4.2. Auditors Results - 2011 & 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 2011. The 2012 audit should be completed by the end of November, 2013.

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 2013. Carried

4.3. 2013 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 2013. This is in large part due to the much lower revenues in a non-


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.

5.2. 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


project is scheduled to be completed by summer 2014.

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 2016. 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 2018.

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 2015.

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 2014.

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


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.

6.1. 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 e-mail 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 2016. Carried


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.

8.1. 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.

8.2. Website Action

RL reported that there is a plan to modernize the TAC website in 2014.

8.3. 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 2014.

8.4. 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 2015. 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 2013. 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 2015.

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 26-28 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.


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.


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


Appendix B


2013 Financial Forecast

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-

-

-

-

S

tap

les

to

Ig

azu

WT

C2

01

4

AG

M T

rav

el

(Gra

du

ate

Win

ne

r)2

,00

0

2,0

00

-

-

-

-

V

an

co

uv

er

Co

nfe

ren

ce

20

14

Bo

ard

& C

om

mit

tee

Me

eti

ng

s6

,60

0

-

1

,20

0

2

,40

0

-

3,0

00

Re

gio

na

l R

eq

ue

st

Ha

ll R

en

tal

Ca

na

dia

n A

wa

rds

-

-

-

-

-

-

Fie

ld t

rip

s/B

use

s/S

ecu

rity

3,4

00

-

-

1

,00

0

2,4

00

-

R

egi

on

al

Re

qu

es

t

Ca

teri

ng

/De

cora

tor/

Gra

tuit

ies

1,0

00

-

-

-

1

,00

0

-

-

Me

als

-

-

-

-

-

D

inn

er c

os

t fo

r C

an

ad

ian

Aw

ard

s

Gra

du

ate

Sch

ola

rsh

ip5

,00

0

5,0

00

-

-

-

-

-

Un

de

rgra

du

ate

Sch

ola

rsh

ip1

,00

0

1,0

00

-

-

-

-

-

Pro

fess

ion

al

Se

rvic

es

Au

dit

an

d T

ax

1

0,0

00

10

,00

0

-

-

-

-

20

13

Au

dit

an

d t

ax

pre

pa

rati

on

fe

es

Mis

cell

an

eo

us

2,0

00

2

,00

0

-

-

-

-

-

TO

TA

L O

PE

RA

TIN

G E

XP

EN

SE

S1

03

,04

0

91

,80

0

1

,20

0

3

,64

0

3,4

00

3

,00

0

TO

TA

L E

XP

EN

SE

S1

03

,04

0

91

,80

0

1

,20

0

3

,64

0

3,4

00

3

,00

0

NE

T I

NC

OM

E/(L

OS

S)

(13

,64

0)

(45

,80

0)

(1

,20

0)

(2,6

40

)

(1,0

00

)

37

,00

0


Appendix C

TA

C -

Bo

ard

of

Dir

ect

ors

an

d O

ffic

ers

– A

GM

No

vem

be

r 1

5/1

3

NA

ME

PO

SIT

ION

DA

TE

Ric

k L

ova

tO

ffic

er

-Pre

sid

ent

31-D

ec-1

4

Ric

k S

taple

sO

ffic

er

- Im

media

te P

ast

Pre

sid

ent

31-D

ec-1

4

Ste

ve S

kelh

orn

Offic

er

- V

P,

East

31-D

ec-1

4

Vin

ce C

arb

onara

Offic

er

-Tre

asure

r30-J

un-1

5

Dere

k Z

old

yO

ffic

er

- S

ecre

tary

31-D

ec-1

5

Bru

ce D

ow

nin

gD

irecto

r, B

C R

egio

n31-D

ec-1

5

Hein

rich H

ein

zD

irecto

r, A

lbert

a &

Pra

irie

s R

egio

n31-D

ec-1

5

Brian G

arr

od

Directo

r, O

nta

rio R

egio

n31-D

ec-1

3

André

Rancourt

Directo

r, Q

uebec &

Maritim

es R

egio

n31-D

ec-1

5

Laura

McN

ally

Directo

r31-D

ec-1

4

Cra

ig B

ourn

es

Directo

r31-D

ec-1

5

Boro

Lukajic

Directo

rB

y-L

aw

s31-D

ec-1

5

Erik E

berh

ard

tO

ffic

er

- V

P,

West

Nord

ic

31-D

ec-1

6

Nic

hole

Boultbee

Directo

rY

oung M

em

bers

31-D

ec-1

6

Pro

po

sed

No

min

ati

on

(to

be e

lecte

d b

y M

em

bers

hip

)

Pro

po

sed

No

min

ati

on

s (t

o b

e a

pp

oin

ted

by t

he T

AC

Bo

ard

of

Dir

ecto

rs)

T+

TN

A P

anel M

em

ber

Socia

l M

edia

, T+

TN

A P

anel M

em

ber

T+

TN

A P

anel M

em

ber

AF

TE

S R

ep.,

T+

TN

A P

anel

Safe

ty W

ork

ing G

roup,

T+

TN

A P

anel

T+

TN

A P

anel, W

ebsite S

upport

Ove

rsig

ht,

Safe

ty

TA

SK

Aw

ard

Nom

ination C

om

mitte

e,

Advo

cacy,

Corp

ora

te S

ponsors

T+

TN

A C

hair,

Schola

rship

, IT

A R

ep.

Coffe

e T

able

Book,

BTS

Rep.,

Mem

bers

hip

Budget,

Cash M

anagem

ent,

Bankin

g

By L

aw

s,

Gove

rnance

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