annual general meeting march 2012matchinternational.org/docs/agm/match-2012-agm.pdf · 2012 annual...

1404 Scott Street - Ottawa – ON – K1Y 4M8 – Canada

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Norma E. Walmsley, O.C. – Co-Founders – Suzanne Johnson-Harvor – Co-Fondatrices

Annual General Meeting March 2012

2012 AGM Minutes

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MATCH International – Annual General Meeting 2012 – Minutes The Annual General meeting of MATCH International was held on 10 March 2012, at the offices of the World University Service of Canada, 1404 Scott Street, Ottawa, Ontario. The Chair, Patricia Harewood called the meeting to order at 2:00 P.M. Nancy Gordon acted as note-taker. The following members were present: Patricia Harewood, Nancy Gordon, Maxine Ifill, Katharine Im-Jenkins, Colleen Ford, Jo Wright, Margaret Nelson, Hunter McGill. Also present were WUSC staff members Ravi Gupta and Shannon McCready. Ms. Harewood began by noting that according to the current by-laws, there was not a quorum for the meeting. She circulated the minutes of the last AGM on 10 December 2010, and moved their approval. The motion was seconded by Jo Wright and passed. Patricia Harewood suggested that all present introduce themselves; in addition to the current ad hoc committee of the Board, participants welcomed Hunter McGill and Margaret Nelson, both of whom expressed their pleasure that MATCH continued to function, and indeed thrive. Report of the Chair Ms. Harewood highlighted her report, a copy of which is attached to these minutes, stressing the optimism with which she and other members of the Board approached the coming year. MATCH has come through a year of transition, during which time it formed a partnership with the World University Service of Canada. While WUSC undertakes administrative, personnel and financial support, MATCH maintains its independent Board of Directors and programming. MATCH is grateful to WUSC for its support and high level of interest in MATCH’s success. It is the intention of the Board, as detailed in a budget for 2012-13, that MATCH will pay WUSC a 15% management fee on expenditures beginning April 1st 2012. She thanked former Board members Mita Meyers and Sharmini Fernando for their work and support, paid tribute to the ad hoc committee of the Board which has been working hard for the past 15 months, and expressed particular thanks to the members of MATCH Manitoba who remain committed to the organization. She said that MATCH had paid CIDA the monies claimed by CIDA for severance payments MATCH made to its staff, and is in discussions about a further $11,000 - $12,000 CIDA claims is due because several partners did not submit final reports on projects. MATCH does not plan to approach CIDA in the near future for further funds. Following discussion around the table about upcoming changes to legislation which will affect NGOs, seminars offered by Carter’s, a legal firm, and the need for an updated website, the report was accepted on a motion by Hunter McGill.

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Report of the Treasurer Maxine Ifill gave the Treasurer’s report, which is, along with the financial statements, attached to these minutes. She noted the unaudited nature of the reports, saying that the auditors would have audited statements ready during the summer, and that they would be posted on the website as soon as they were received. She too thanked WUSC staff for their ongoing support, saying that MATCH had every reason to be optimistic about the future, following the year and a half period of transition. She noted the loyalty of the donor base and said that it augered well for the future. Ms. Ifill noted that MATCH has been fortunate to be the recipient of a partial distribution of the estate of the Braun family, a former donor to the organization. The report of the Treasurer was accepted on a motion from Patricia Harewood and seconded by Colleen Ford. Ms. Ifill moved that KPMG be retained as the auditors for MATCH for the 2012 – 2013 fiscal year. The motion was seconded by Margaret Nelson and carried. Fundraising Committee Report Jo Wright spoke to the report of the fundraising committee, which is likewise attached to these minutes. She and her co-chair, Colleen Ford, have analysed the donor base, been in touch with donors by mail and by phone, enlisted Board members to follow-up with donors. As a result, approximately $60,000 has been raised in the past 5 months. The Committee has every reason to expect future support from loyal donors, following careful attention by Board and staff to the donor lists, as well as strategies for approaching major donors and prospecting for new ones. She thanked the WUSC staff for all their help during the past year. The report of the fundraising committee was accepted on a motion by Jo Wright and seconded by Maxine Ifill. Election to the Board of Directors On a motion by Margaret Nelson, seconded by Ravi Gupta and carried, the following were elected to the Board of Directors: Patricia Harewood, Nancy Gordon, Maxine Ifill, Colleen Ford, Jo Wright. Katharine Im-Jenkins will serve in an ex officio capacity as a WUSC observer to the board.

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By-Laws Ms. Harewood spoke to the proposed amendments, a copy of which is attached to these minutes. Ravi Gupta pointed out several inconsistencies in language which will be incorporated in the final version. Because all by-laws should have a dissolution clause, this will be added, using the WUSC example. Hunter McGill pointed out that in Article 12 section 1 there is mention of a government department which no longer exists, and should be replaced with the Ministry of Industry. In Article 9 section 2, a sentence on electronic balloting will be added, as well as including the name of the remaining founding member to the Board of Directors. It was moved by Patricia Harewood, seconded by Jo Wright and carried that the by-laws, as amended by adopted. There being no further business, the meeting adjourned on a motion by Ms Harewood at 3:45 P.M.





2012 AGM Agenda



MATCH International 2012 Annual General Meeting

Agenda Date: Saturday March 10th from 2-4 PM Location: WUSC office, 1404 Scott Street, Ottawa, ON Agenda

1. Approval of minutes from last AGM – December 2010 2. President’s Report 3. Treasurer’s Report

a. Financial statements b. Approval of auditors

4. Fundraising Report 5. Election of Directors to the Board

a. Appointment of nominating committee 6. Approval of by-law changes 7. Any other business





2010 AGM Minutes



MAT C H International Annual G eneral Meeting – 16 Dec ember 2010 The meeting was held in the J.K. Wyllie Board Room of the Public Service

Alliance of Canada building, 233 Gilmour Street, Ottawa, Ontario. It was called

to order at 2:00 P.M. by the President, Patricia Harewood.

In addition to Ms. Harewood, those present were Mita Meyers, Treasurer, Nancy

Gordon, Director, Sharmini Fernando, Vice-President (by phone), Jo Wright,

Director, (by phone.) Also in attendance were Katharine Im-Jenkins, Lesley

Ouimet, Angele Touchette, and Lucie Bechamp, all from the World University

Service of Canada. The following Directors were absent: Ceclia Babb, Sandra

Caseneda, Mebrat Beyene, Anne Clark.

President’s Report

Ms Harewood began by speaking of the unusual nature of the AGM, and

outlining the agenda. There will be no audited financial statements or

appointment of auditors, no Board elections, and no quorum. She said she

would welcome questions and discussion following her presentation.

Context This has been a difficult year for MATCH. As you may be aware, in April 2010,

CIDA defunded MATCH. This decision was made based on performance issues,

according to CIDA, though we suspect there were other issues at play. In the

letter from the Program Manager of Partnership Branch, Douglas Henderson,

reasons for defunding were stated as follows:

• Deteriorating institutional capacity to effectively deliver projects, and to

monitor and report on results in a timely manner;

• Financial difficulties ;

• Increasing dependency on CIDA;

This move came as a surprise to the Board and to Staff. We were confident that

we would at least be able to secure a one-year extension and were working with

CIDA on our proposal. In terms of areas of weakness, we had received a positive

financial evaluation and a program review in the fall of 2009 noted certain areas

of improvement were needed including decreasing the number of countries we

were in and the number of our Southern partners in order to increase our impact.

There was also talk in this evaluation of rebranding MATCH.

It is important to note that we continued to meet our obligations under our

partnership agreement with CIDA to bring in 25% of revenue. We did not fail in

doing this. Relatively speaking, we were therefore no more dependent on CIDA

than we had been in the past.

In terms of deteriorating institutional capacity, in 2008 and 2009, we experienced

a fairly significant decrease in donors due to the recession. We lost some of our

bigger private donors such as VanCity and the CAW. In 2009, we had to

downsize and reorganize. This involved laying off staff: Fundraising and

Development Co-ordinator, Program Officer (Africa region), Office Manager.

However, staff and the Board continued to try to seek new and innovative ways

to bring in funding and to raise our profile. For example in 2009 – MATCH Staff

organized a Murray McLaughlin Concert, a Rwandan play at Centrepoint

Theatre, a Film Festival in May at St. Paul University and activities at Westfest.

We had several interns working on variety of projects including fundraising, social

media development and grant writing. We had also begun to develop a MATCH

in the Schools program to bring the work of MATCH to the younger generation. I

had had. preliminary discussions with Elmwood School Head, Cherly Boughton.

We must commend our former staff for their efforts – Maria Otarola, Racquel

Smith, Indira Bondy, Guenet Selaissie, Holly Postlewaite, Kim Bulger .

Once we were defunded in April, we were forced to lay off all remaining staff in

June 2010 and close our office on Roosevelt. At that time, we sent a letter out to

about 2000 donors to inform them of our current financial situation. We advised

them that any monies they contributed from henceforth would be for operational

expenses and outstanding liabilities, not for projects.

Our donors have written their MP’s, sent us letters of support and many have

also continued to send money – from B.C., New Brunswick, Quebec, ON,

Alberta, Manitoba etc... In fact, since the end of June, we have received about $48,000 in donations from private donors, including family foundations. We are very grateful and will be issuing receipts for these

donations.

I also want to especially thank the Manitoba Chapter which has been steadfast in

its commitment to help us honour our obligations to our partners. We have had

many donations come in from Winnipeg. The MATCH Manitoba chapter also

organized a fundraiser in late November to assist us.

This overwhelming support demonstrates that MATCH has a name throughout

Canada, that it has a solid reputation and that it means something to our donors,

that they support the work of collaborating with women in the south to fund

initiatives that focus on women’s self-sufficiency, eliminating violence against

women and poverty, sustainable development, and that these issues matter.

Options Since being defunded, the Board has evaluated all of our options. We lobbied

various politicians on the Hill with the hope that CIDA might reconsider. This was

not successful. We were advised by various key politicians in the Opposition

parties that the most we might get would be a year, but that CIDA was changing

its focus and direction – it wanted more bang for its buck and wanted to fund

larger, more viable NGO’s such as OXFAM, Save the Children, CARE.

We considered trying to secure additional funding but did not have the resources

to carry this out effectively. We considered continuing as a shell – and

maintaining the structure of the organization (charity, non-profit) until better

political times.

We concluded that the best option would be to wind up for the following reasons:

1. Lack financial and human resources to revive the organization;

2. Lack of political will and support from other organizations since so many of

our sister organizations are also suffering, such as CCIC, Kairos, Rights &

Democracy;

3. To limit the liability of Directors.

This was a very difficult decision. But, in September 2010, Board recommended

that we move to wind up the organization.

Relationship with our Partners

Our partners were all informed in June by our Program Officers of our tenuous

financial situation.

In May 2010, I visited one of our partners in St. Thomas, Jamaica – St. Thomas

Women’s Agricultural Initiative. I was given a tour of the farm by the women

farmers and Shirley Duncan from the Bureau of Women’s Affairs. I informed

them of MATCH’s financial situation, and told them that we were going through

very difficult times. That visit reminded me that many of our partners in the South

use the funding they receive from MATCH to leverage other funding.

Our project-cycle ended in March 2010. All partners who have submitted their

final reports have received their final payments. There are some outstanding

holdbacks from partners who have not submitted reports. These are the only

outstanding liabilities that remain to our partners.

Other Liabilities We have outstanding liabilities in the range of $20,000 CDN. This includes

contracts with various service providers. All salary and severance has been paid

to our former employees.

Treasurer’s Report

Ms. Meyers began by outlining her history with the organization – she has been

the treasurer of MATCH for several years. This year, as the President

mentioned, there will be no audited financial statements.

Ms. Meyers said that at the end of the fiscal year – 31 March 2010 – there was a

deficit of $51,000. Ms. Meyers spoke to the balance sheet and income statement

at the end of November, and said that following the activity mentioned by Ms.

Harewood since June, at the end of November there was approximately $20,000

owing to various suppliers.

Discussion The four WUSC staff members spoke to the meeting. The said that they were

saddened by the difficulties experienced by MATCH and concerned that the

organization was considering winding down. They spoke of their positive

relationship with MATCH, and its fine reputation in the field. They said they had

come to the meeting to put an idea to MATCH members for their consideration.

They began by saying that the situation of MATCH was not unique, and that

indeed WUSC itself had experienced difficult times some years ago. They spoke

of the Farm Radio International, an NGO which had been in severe financial

difficulties. WUSC had helped them by taking them under WUSC’s wing,

consolidating shared services such as office space, financial and information

technology services, human resources. Farm Radio International maintains its

independent status with its own Board and staff, but operates cooperatively with

WUSC when there are savings and/or cooperative ventures which benefit both

organizations and their work.

They ended by asking that instead of closing down, the MATCH Board consider

a similar venture with WUSC. If the Board is open to the idea, considerable

discussion and negotiation will have to ensue, probably with legal and other

external advice. But they said they thought it could be done, that their associate

executive director, Ravi Gupta was keen on the idea and would like to discuss it

further. They also advised us to talk with the board of Farm Radio International

to see what their experience had been.

Patricia Harewood thanked the WUSC staff for their presence and their

contribution to the meeting. She said she would consult Board members as soon

as possible and get back to the WUSC associate executive director.

On a motion by Nancy Gordon, the meeting adjourned at 3:15 P.M.





2012 Chair’s Report



A New Chapter for MATCH

Report of the Chair of the Board of MATCH International - Annual General Meeting - March 10, 2012

I. Introduction What a difference a year can make! After losing our core funding from CIDA in April 2010 and being on the verge of winding up in December 2010, in 2012, MATCH is well on the road to recovery. There is no doubt that the landscape for Canadian NGO’s working on issues of gender equality and social justice is more challenging today, especially for smaller NGO’s. MATCH is not alone. Many international development NGO’s over the last year have lost their core funding. Many more have laid off staff and been forced to shut down completely or creatively restructure their work. In spite of this reality, MATCH has survived due to the moral and financial support of its donors and partners, the dedication of its Board and the hard work of WUSC staff. A new beginning In December 2010, MATCH was approached by WUSC about the possibility of forming a strategic partnership. WUSC offered to help MATCH rebuild as an organization by providing MATCH with much-needed administrative and financial support. MATCH would in turn provide WUSC with its expertise on gender equality and share information about our many partnerships with women’s organizations around the world. Discussions at the Board level followed along with several meetings with WUSC staff and management, in particular Associate Executive Director, Ravi Gupta, Executive Director, Chris Eaton, and Senior Manager of Programs and Program Development, Katharine Im-Jenkins. A Program Execution Agreement (« PEA ») was finally signed on June 8, 2011. The PEA gives WUSC administrative

Report of the Chair at the Annual General Meeting - March 10, 2012

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responsibilities in the areas of financial management, accounting, staffing and fundraising. The agreement also provides MATCH with a physical office within WUSC and everyday access to the expertise of WUSC staff, particularly those working in the areas of fundraising, accounting and program development. However, MATCH remains an independent organization with its own charitable number, Board of Directors, budget and by-laws. II. Staffing The PEA with WUSC allowed MATCH to hire a Program Manager, who was supervised by Katharine Im-Jenkins, Senior Manger of Programs and Program Development at WUSC. The role of the Program Manager was to help the Board research funding options, develop program ideas and support the Board in its strategic planning. In addition, a fundraising consultant was hired to help update MATCH’s fundraising database and issue tax receipts. In February 2012, the Board decided to restructure to better meet the needs of the organization. The position of Program Manager has therefore become redundant. A staffing process is now underway to hire an Executive Director who will be responsible for overseeing the day to day operations of the organization. A Funding Co-ordinator will also be hired in the near future to lead and manage our fundraising strategy. The Board has especially appreciated the administrative and institutional support that WUSC staff have been able to provide over the past nine months. III. Board Structure and Strategic Planning Since the last AGM, an ad-hoc committee of the Board has met on a bi-weekly basis to oversee the day-to-day operations of the organization. The Board discusses strategic directions and provides updates and direction on finances, fundraising efforts and emerging governance issues. The Board has also held two all-day planning meetings. This has allowed the Board to review and update our by-laws, discuss options for the future and get input from gender equality and international development practitioners on what programming or


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policy areas MATCH should explore. Informal meetings have also been held with key stakeholders within the international development sector to gather ideas, strategies and possible avenues for program development. Over the last six months, two new MATCH Board members have been recruited – Maxine Ifill and Colleen Ford and we have also gained a staff member on the Board from WUSC. Two Board members have also resigned - former Vice-President, Sharmini Fernando and Treasurer, Mita Meyers, due to personal and family obligations. Finally, Katharine Im-Jenkins, a staff member of WUSC, has become an integral part of the Board, providing MATCH with program development, grant-proposal writing and international development expertise. On behalf of the entire Board, I would like to publicly recognize the contributions that Sharmini and Mita have made to help MATCH stay afloat during the transition period. I would also like to officially welcome our three new Board members – Maxine Ifill (Treasurer), Colleen Ford (fundraising guru) and Katharine Im-Jenkins. Your energy and expertise have been a source of inspiration to the Board and we look forward to continuing to work with you. I would also like to thank those Board members who have stayed the course during the transition period and continue to contribute – many thanks to Nancy Gordon, and Jo Wright. We could not have achieved so much without you. With new energy on the Board, the fundraising committee was reconstituted in the Fall of 2011. It has already done tremendous work in reconnecting with our sustaining and one-time donors. Over fifteen hundred donors have received letters to update them about MATCH’s new partnership with WUSC and to solicit continued financial support. The MATCH Manitoba Chapter must also be recognized for its steadfast commitment to fundraising for MATCH, through its annual fundraising luncheon, which was held this year on February 5, 2012. A report from the fundraising committee will provide further information on the outcome of these initiatives.


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IV. MATCH’s relationship with CIDA Since December 2010, MATCH has met with CIDA to discuss outstanding liabilities. These liabilities include payments to partners that were made but for which we have been unable to obtain confirmation as well as severance payments to staff laid off due to the loss of CIDA funding. We continue to negotiate with CIDA and expect that these liabilities will be resolved in the coming months. Many of our supporters have asked whether MATCH intends to apply for CIDA funding in the near future. At the moment, MATCH is exploring a diversity of funding options. Although we are not ruling out the possibility of applying for CIDA funding, the Board has decided to first work on continuing to rebuild MATCH’s institutional capacity and is applying for funding from a variety of sources. MATCH donors can no longer benefit from having the value of their donation multiplied. However, they continue to benefit from being able to donate to an organization with an international reputation of collaborating with women’s organizations throughout the world. V. MATCH’s relationship with our Southern Partners When MATCH was forced to close its physical office in June 2010, the Board was unable to sustain communication with our many former partners. Furthermore, our funding agreements with partners ended with the termination of our contract with CIDA in March 2010. Following our partnership with WUSC, communication with some of our former partners has resumed. In particular, MATCH has been able to renew our relationship with CEDEMENUP, an Afro-Peruvian women’s organization in Lima, Peru. In discussions with CEDEMENUP about possible ways of collaborating, an idea was born to apply to the Manitoba Council for International Co-operation (a coalition of international development organizations, including MATCH) for funding. There was interest in a leadership training program to increase Afro-Peruvian’s women’s participation in politics. MATCH jointly applied for funding with WUSC, and our proposal was a recently approved.


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The project will train emerging and established leaders as well as build an Action Plan for Afro-Peruvian organizations to work together on shared objectives. We continue to actively seek out other sources of funding for additional projects. VI. Meeting our Financial and Legal Obligations On behalf of the Board, I am pleased to note that with the help of WUSC, MATCH has been able to continue to meet its legal obligations to the Canada Revenue Agency regarding the filing of our income taxes and the issuing of tax receipts to donors who contributed in 2011. Unfortunately, given that 2011 was another year of transition, we are unable to provide audited financial statements for this period. We are working with WUSC staff to help us produce financial statements on a go-forward basis, from September 2011 when the WUSC finance team assumed control of our day to day financial management. The Treasurer will explain in greater detail the current financial status of the organization. Due to donations and a significant bequest received in January 2012 from the Braun Estate (a former MATCH supporter), we are in a much healthier financial position. VII. Public Engagement Over the past year, we have heard from supporters and partners that MATCH needs to be more visible both online and offline. For most of 2011, this has been difficult due to a lack of support staff. With a new team of WUSC staff and new resources, we are updating and revising our website. We also have revived our Twitter and Facebook accounts. In addition, over the past six months, MATCH has participated in the WUSC international forum where we had a table to provide information about MATCH. We also participated in Gender Week at WUSC. In December 2011, MATCH engaged in the 16 days of action to end violence against women by posting information about women’s equality and violence against women on our website as well as attending community events. Finally, MATCH staff have been


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meeting with a variety of organizations to discuss opportunities for collaboration on projects and program development. Most recently, MATCH was involved in an event, « I am a feminist…but » with several other like-minded organizations in celebration of International Women’s Day. MATCH has also recruited a number of dedicated students and other volunteers who have provided much-needed administrative and research support. Let me take this opportunity to thank all our volunteers for helping MATCH to get back on its feet. VIII. Conclusion This has been a year of great transition for MATCH but one of new beginnings as well. It has been a significant boost for the organization to partner with WUSC and to have competent paid staff who are now able to take care of the daily operations of the organization. This has also helped the Board to slowly move away from working on operational issues to focus on some of the broader questions that we need to examine, such as strategic planning for the future and policy development. On behalf of the Board, I would once again like to thank all of our supporters. Your many letters, donations, e-mail, Twitter messages have helped to inspire and challenge us to push the organization forward. We know that there is still a need for a MATCH International in Canada and the world. We know that there is still a desire amongst the Canadian public and our partners in the South to continue to support our work to advance gender equality for women across the globe. How we do that work more effectively in a more competitive and challenging environment is a question that we will continue to work on in 2012-2013 and beyond. We hope we can count on your support as we move forward. Patricia Harewood, Chair, MATCH Board of Directors





2012 Treasurer’s Report & Financial Statements



MATCH International: Annual General Meeting Saturday March 10, 2012 Treasurer’s Report

My name is Maxine Ifill and I am the Treasurer of MATCH International, having joined the Board of Directors last fall. This has been a transition year as MATCH International (its Board of Directors, staff) works to re-build (in partnership with World University Service of Canada (WUSC)) and this ongoing transition state is reflected in the fact that we do not have audited financial statements to present today. Our financial statements for the year ended March 31, 2011 have not been audited because during the difficult period directly following loss of Canadian International Development Agency (CIDA) effective April 30, 2010, there was considerable flux in the organization and sufficient supporting documentation related to finances for that time is not available. Instead, audited financial statements will be produced for the period of September 1, 2011 (marking the launch of our partnership with WUSC and the Program Execution Agreement (PEA)) to March 31, 2012. These will be available in July 2012 and will be posted to MATCH’s website at that time. As per our un-audited statement of income and expenses for the period ended March 31, 2011, there was a net profit of $58.753K. This is primarily attributed to donations of $138.216K. Salaries and benefits accounted for almost half of the expenses of $81.239K. As for the Balance Sheet as at March 31, 2011 (a snapshot/moment in time) MATCH assets totalled $64.557K – predominantly cash and some investments (about $3K). On the other side, Total Liabilities of $15.261K are made up predominantly of Other Current Liabilities (essentially monies owed to CIDA) of $14.843K. There was a $9.457K deficit (operating deficit carried over from the prior year) in equity and net income over $58K, noted earlier. It is important to highlight the strides that MATCH International has made financially (on all fronts but I’m here to speak from financial perspective) since termination of CIDA’s funding support. At the last AGM my predecessor reported an operating deficit of $51K. In short we’ve virtually had a complete about face in just over a year. We are in a position to pay out residual monies owed to CIDA and will do so in the immediate future. Other positive financial news includes the recently received bequest of $200,000 from the Braun Estate. My colleagues in fundraising, supported by all of us on the Board, are working to re-connect with our donors and supporters and revitalize the donor engine. As well, we are proactively researching and pursuing other sources of funding. One example is that we (MATCH, WUSC and CEDEMUNEP) recently received Manitoba Council for International Cooperation (MCIC) funding for a project to promote political participation and leadership of Afro-Peruvian women of over $20K ($23,185) March 1 2012 to 2013. As

Patricia mentioned, we will be rebuilding with a small core staff (Executive Director, Fundraising Coordinator) to complete and implement the forward looking strategic plan. We remain extremely grateful and inspired by the loyalty and contributions of our donors and supporters. Donors and supporters’ commitment has certainly helped sustain us financially and spiritually. A prime supporter is, of course, WUSC. As mentioned, we formally entered a partnership agreement with WUSC on September 1, 2011 and as part of the PEA beginning April 1st 2012 we will pay a 15% management fee (calculated on total MATCH expenditures) which in contrast with the trend of Management Services Organizations goes beyond management and administration, covering office space and equipment and the time and energy of Katharine Im-Jenkins, WUSC staff liaison on the MATCH Board of Directors. On behalf of the board, I thank you everyone for their support, commitment and dedication to MATCH International. The journey continues…

Maxine Ifill Treasurer





2012 Fundraising Committee Report



MATCH International Fundraising Report for 2012 Annual General Meeting March 10, 2012

MATCH International is blessed with many loyal, and committed donors. Even through this period of transition when MATCH has had very little, if any contact, with donors, they have continued to support MATCH. Their gifts have demonstrated a strong commitment to the mission and vision of partnering with women in the South in the struggle for equality and freedom from violence. In December 2010, at the Annual General Meeting, the President was able to report that all the funding commitments to our partners in the South and other liabilities had been looked after, thanks to our donors who had continue to support even though their gifts would no longer be matched by CIDA (for over 30 years we enjoyed a 3 to 1 dollar match from CIDA). 2011 and the early 2012 have been an exciting time for MATCH. The new agreement with WUSC, which started in June, represents an exceptional opportunity for a new beginning for MATCH. Their generous support has allowed us to make great progress in a very short period of time. The Board recognized that as soon as the new office was organized and new staff were hired that communication with our donors was our top priority. In November and December 2011, letters explaining our situation and seeking their continued support were sent to all previous individual donors (monthly donors, major donors and individual donors who had given once in the last six years) – approximately 1500 letters were sent. The responses have been most encouraging. Board members have been working to establish personal contact with many of our donors, thanking them and seeking feedback and suggestions for the future direction of MATCH. To date these efforts have produced $60,000 in donations and pledges (which also includes on-line donations). Other communications and appeals are being planned throughout 2012 as we look to fund more projects with women in the South. Not only will we continue to communicate and solicit our individual donors we also plan to seek other sources of funding, including corporations, organizations and community groups who have supported us in the past. We will also seek out new funding opportunities. It is our plan to use email, Facebook and Twitter and an improved, updated Website to share the news of our activities and progress with our donors.

A fundraising luncheon was also held in February by MATCH Manitoba at the University of Winnipeg. Several former WUSC volunteers spoke of their experiences as international volunteers, a reflection of the new MATCH partnership with WUSC. There may be a long road ahead to reach the level of accomplishments of the past, but the feedback the Board has received is that MATCH donors are committed to the mission and are prepared to move forward. In closing we would like to thank all of our donors, our Fundraising committee and WUSC for their active involvement and support. Respectfully submitted, Colleen Ford & Jo Wright Co-chairs, MATCH Fundraising Committee





Suggested By-Law Changes



MATCH International Centre

MATCH By-Lawss Updated – September 19, 2011

Table of Contents BY-LAW NO.1 4

ARTICLE I. HEAD OFFICE 4

Section 1. 4

ARTICLE article IIii. SEAL 4

Section 1. 4

article ARTICLE IIIiii. LANGUAGES 4

Section 1. 4

ARTICLE IV. FOUNDING MEMBERS 5 Section 1. 5 Section 2. 5

article v.ARTICLE V SUPPORTERS OF MATCH 5

Section 1. Individuals 5 Section 2. Institutions 5 Section 3. Voting 5

article viARTICLE VI. Annual general meeting and special meetings of Match supportersANNUAL GENERAL MEETING AND SPECIAL MEETINGS OF THE BOARD 6

Section 1. Annual General Meeting 6 Section 2. Special Meetings of the Supporters 6 Section 3. Notice of Meeting 6 Section 4. Quorum 6 Section 5. Chairing of the Meeting 6

article viiARTICLE VII. Board of directorsBOARD OF DIRECTORS 7

Section 1. Composition of the Board of Directors 7 Section 2. Elections and Terms of Office 7 Section 3. Powers and Responsibilities 8 Section 4. Remuneration 8 Section 5. Removal from the Board 8 Section 6. Power to Appoint 8 Section 7. Appointment and Termination of Executive Director 9

article viiiARTICLE VIII. Meeting of the board of directorsMEETING OF THE BOARD OF DIRECTORS 9

Section 1. Frequency of Meetings 9 Section 2. Calling of Meetings 9 Section 3. Notice of Meetings 9 Section 4. Waiver of Notice 9 Section 5. Chairperson 9 Section 6. Omission of Notice 10 Section 7. Quorum 10

article iXARTICLE IX. Voting – board of directorsVOTING-BOARD OF DIRECTORS 10

Section 1. Casting Vote 10 Section 2. Votes by Ballot 10 Section 3. Proof of Vote 10

Section 4. Voting by Consensus

article xARTICLE X. OfficersOFFICERS 11

Section 1. Election 11 Section 2. Role of Executive Director as Officer, Board Member 11 Section 3. Removal of Officers 11 Section 4. Remuneration of Officers 11 Section 5. Duties of Officers 11

ARTICLE XI. COMMITTEES 13

Section 1. Appointment of Committees 13 Section 2. Executive Committee 13 Section 3. Nominations and Elections Committee 13 Section 4. Remuneration 14

ARTICLE XII. AMENDMENT OF BY- LAWS 14

Section 1. 14

ARTICLE XIII. FINANCIAL YEAR 14 Section 1. 14

ARTICLE XIV. AUDITORS 15

Section 1. 15

ARTICLE XV. SIGNATURE AND CERTIFICATION OF DOCUMENTS 15 Section 1. 15

ARTICLE XVI. INTERPRETATION 15

Section 1. 15

ARTICLE XVIi. INDEMNITIES TO DIRECTORS AND OTHERS 15 Section 1. 15

ARTICLE XVIII. PROXIES 16 Section 1. 16

BY-LAW NO.1 A by-law relating generally to the transaction of the business and affairs of

MATCH – International Centre MATCH – Centre International BE IT ENACTED AS BY-LAW OF MATCH – International Centre: MATCH – Centre international (hereinafter referred to as the Organization) as follows:

ARTICLE I. HEAD OFFICE

Section 1.

The Head Office of the Organization shall be in the Municipality of Ottawa, in the Province of Ontario, and at such a place as the Directors may from time to time determine.

ARTICLE II. SealSEAL

Section 1.

The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Organization.

ARTICLE III. LanguagesLANGUAGES

Section 1. The official languages of the Organization shall be English and French.

ARTICLE IV. FOUNDING MEMBERS

Section 1.

A special category of “founding members” was established for the 15 signatories of the application for Letters of Patent and the 76 other individuals who provided financial “founding membership” support within the first year of the incorporation. Founding members who are alive are entitled to have their names remain on the mailing list.

Section 2.

Founding members shall retain voting rights in the Organization upon payment of the annual financial contribution as described in article V.

ARTICLE V. SUPPORTERS of MATCH

Section 1. Individuals

An individual shall be considered to be a MATCH supporter only if the supporter individual is determined in the prescribed manner to:,

i) express an interest and support for the aims and objectives of MATCH and, ii) make a reasonable annual financial contribution to MATCH, as determined from time to time by the Board.

Section 2. Institutions

Institutional support is welcomed from national, provincial and local voluntary organizations, professional and other agencies and groups in Canada which are in harmony with the objectives of MATCH. Such bodies making appropriate annual financial contributions to MATCH, as determined from time to time by the Board, to MATCH shall be considered MATCH institutional supporters.

Section 3. Voting Individuals and representatives of institutions are entitled to vote at the annual general meeting and at special meetings of MATCH supporters. ARTICLE VI. ANNUAL GENERAL MEETING AND SPECIAL MEETINGS OF MATCH SUPPORTERS

Section 1. Annual General Meeting The Annual General Meeting (AGM) of the supporters of the Organization, hereafter called AGM, shall be held at the head office of the Organization or elsewhere in Canada as the Board of Directors may designate, on the day and at the time

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prescribed by the Board of Directors, which date shall be within fifteen (15) months of the last AGM and not more than six (6) months following the end of the fiscal year of the Organization. At such a meeting, the supporters shall receive a report of the work and financial state of the Organization.

Section 2. Special Meetings of the Supporters

2.1 Special meetings of supporters may be called by the Board of Directors.

2.2 The Board shall call a special meeting of supporters upon receipt of a request in writing to this effect from at least 25% of supporters and pursuant to the notification requirements set out in section 3. i) The request must state the purpose of the special meeting and the general nature of the business to be transacted at the meeting.

Section 3. Notice of Meeting

3.1 AGM Annual General Meeting – Notice of the time and place for holding general meetings must be provided in writing to all supporters at least forty-twothirty calendar days prior to the date of the annual general meeting.

3.2 Special Meeting – Notice of the time and place for holding special

meetings must be given to all supporters at least forty two daysfifteen calendar days prior to

the date of the special meeting. Section 4. Quorum

4.1 Annual General Meeting – A minimum of 125 supporters shall constitute

a quorum at any AGM or special meetings of MATCH. COMMENT: You may want to think about this… Section 5. Chairing of the Meeting

All meetings of the Organization shall be chaired by the President Chair of the Organization, except in the event of absence or incapacity of the PresidentChair, in which case a Vice-President or other Officer shall be appointed by the Board of Directors.

ARTICLE VII. BOARD OF DIRECTORS

Section 1. Composition of the Board of Directors

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Comment [PH2]: Ravi’s comment: You may want to think about this.

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The affairs of the Organization shall be managed by a Board of up to 15 (fifteen) Directors and a minimum of five persons, who shall be supporters in good standing. This includes the two founders of MATCH, Norma E. Walmsley and Suzanne Johnson-Harvor, and up to 13 (thirteen) elected members. The total number of appointed and elected Directors, cannot exceed 15 (fifteen) members.

Regional Representation (TO BE REVIEWED)

The key regions from whom representation are sought will be determined by the Board, if required, at least six months prior to each The regions from whom representation are sought will be determined by the Board at least six months prior to each AGM. Regional representation shall be established in Canada to reflect regional and cultural diversity as well as the linguistic duality of the country. If possible, at least two regional representatives from the Board shall be based in the Global South. One regional representative shall be established for each region outside of Canada where MATCH has established partners. Regional representation shall be established in Canada to reflect the number of supporters in that region. All supporters shall receive a list and brief biography of nominees to the Board at the time of notification of the AGM along with the names of appointees.

Section 2. Elections and Terms of Office

2.1 The term of office is three years. Board members must vacate their position for one term ( 3 years) after two consecutive terms in office (six years). If a vacancy involving an elected member of the Board occurs prematurely, the Board, on the advice of the Governance Committee, may name a replacement who shall come from the same region. The mandate of the replacement expires at the next AGM, unless renewed through election by the supporters. If an elected member leaves her region, the Board may vote to end her mandate and appoint a replacement from that region. 2.2 An outgoing Board member need not however be required to vacate her position if by doing so there is a complete turnover of Board members during that year. This requirement will be determined by the outgoing Board members.

Section 3. Powers and Responsibilities

3.1 The Board of Directors sets policies and priorities of the Organization, overseas its proper management, approves an annual budget, and ensures its financial viability.

3.2 The Board of Directors may prescribe such rules and regulations

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not inconsistent with these By-laws relating to the management and operation of the Organization as it deems expedient. Such rules and regulations shall have force and effect until rescinded by the Board of Directors.

3.3 The Board exercises all powers not specifically delegated by the Board to the Executive Committee, another body or individual.

3.4 Members of the Board are responsible for promoting the aims and objectives of MATCH.

Section 4. Remuneration

The Members of the Board of Directors shall not receive any remuneration for their services, but expenses incurred and their attendance at meetings, or conferences, or other events, may be paid.

Section 5. Removal from the Board The office of any Director shall ipso facto be vacated if:

5.1 She A Director resigns her position by notice in writing to the PresidentChair.

5.2 After due notification, two-thirds of the supporters of the Organization present at an AGM or Special Meeting vote in favour of a resolution to remove said Director.

5.3 She A Director misses two consecutive meetings of the Board of Directors without due notice to the Board of herexplaining the inability to attend.

Section 6. Power to Appoint The Board of Directors shall have the power to appoint Patrons and Honourary

Officers to the Organization.

Section 7. Appointment and Termination of Executive Director

The Board of Directors may engage or terminate the services of an Executive Director who shall be responsible to the President on behalf of the Board.

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Aarticle VIIIviii. meeting of the board of directorsMeeting of the Board of Directors

Section 1. Frequency of Meetings Meetings of the Board of Directors shall be held not less than two times each year at such a place and time as the Board may from time to time to determine. Meetings by teleconference or by any other means of communication approved by the Board can be used in lieu of meetings in person, of which there shall be at least one each year.

Section 2. Calling of Meetings Directors’ meetings may be formally called by the President Chair or Vice-President or on the direction, in writing, of two Directors.

Section 3. Notice of Meetings

Notice of such meetings shall be mailed, delivered, telephoned, faxed, or e-mailed, or sent via any other approved means, to each Director not less than seven days before the meeting is to take place.

Section 4. Waiver of Notice

No formal notice of any meeting shall be necessary if all the Directors are present or if those absent have signified their consent to the meeting being held in their absence. Wr may want to define formal notice. Section 5. Chairperson

Meetings of the Board of Directors shall be chaired by the President Chair of the Organization, except in the absence or disability of the President Chair when a Vice-President or other officer shall be appointed by the Board of Directors.

Section 6. Omission of Notice

No accidental error or omission in giving notice for a meeting of Directors shall invalidate or make void any proceedings taken or had at such meetings. and Aany Director at any time may waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereatat the meeting.

Section 7. Quorum

Seven A simple majority of Directors (50% plus one)(7) Directors shall constitute a quorum at meetings of the Board of Directors. Section 8 – Resolutions A resolution in writing signed by all members of the Board, in one or more counterparts, or in another format, as determined from time to time by the Board,


Comment [PH3]: Ravi’s comment – We may want to define what we mean by “formal notice”.

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shall be as valid and effectual as if it had passed at a meeting of the Board duly called and constituted. It shall be effective from the date prescribed in the resolution.

article iXArticle IX. Voting VOTING – board of directorsBoard of Directors

Section 1. Casting Vote

Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes if consensus is not reached. In the case of an equality of votes, the President Chair shall cast the deciding vote.

Section 2. Votes by Ballot All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent.

Section 3. Proof of Vote

A declaration by the President that a resolution has been carried and an entry to that effect that confirmed minutes shall be admissible in the evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution. Section 4. Decisions by consensus MATCH International Centre shall endeavour to make all decisions by consensus, and if such cannot be achieved, the majority vote shall prevail. In the event of a simple majority, the President shall retain the right to cast the deciding vote. We may not need a casting vote if there is a tie. article xARTICLE X. officersOFFICERS

Section 1. Election The Officers of the Organization, namely the PresidentChair, one or more Vice-

Presidents and the Treasurer, shall serve for a one year term of office, but may stand for re-election. The Past President shall be an ex-officio member of the Board and of the Executive Committee. The number of Vice-Presidents shall be established by resolution of the Board of Directors. The Executive Director shall act as an officea staff memberr of the Organization but without a vote. The procedure for nomination and election of officers is outlined in the policy manual.

Section 2. Role of Executive Director as Officer, Board Member

The Executive Director or a senior staff member attends all Board meetings and serves as an ex-officio non-voting member.

Section 3. Removal of Officers

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The procedure for the removal of an officer shall be determined by the Board of Directors. in consultation with the region affected.

Section 4. Remuneration of Officers Elected officers shall not receive any remuneration for their services. However, any approved expense incurred for their attendance at meeting or conferences may be paid.

Section 5. Duties of Officers 5.1 President Chair The President Chair shall when present, preside at the

AGM, special meetings of the general membership and all meetings of the Directors and, subject to the authority of the Directors, shall ensure that the policies, aims and objectives of the Organization are implemented. 5.2 Vice-President During the absence or incapacityability of the President Chair, her duties may be executed by the Vice-President (s) may execute the Chair’s duties. The Vice-President shall also perform such duties and exercise such powers as the President Chair or the Board may from time to time delegate to herthe VP.

5.3 Treasurer The Treasurer shall keep or cause to be kept full and accurate books of account in which shall be recorded all receipts and disbursements of the Organization, and, under the direction of the Directors, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Organization. She The Treasurer shall render to the Directors, whenever required, an account of the financial position of the Organization; and she shall also perform such duties as may from time to time be prescribed by the Directors.

5.4 Secretary – The Secretary is responsible for ensuring that accurate

and sufficient documentation exists to meet legal requirements, and to enable authorized persons to determine when, how, and by whom the board's business was conducted. In order to fulfill these responsibilities, the Secretary records minutes of meetings, ensures their accuracy, and availability, proposes policies and practices, submits various reports to the board, maintains membership records, fulfills any other requirements of a Director and Officer, and performs other duties as the need arises and/or as defined in the bylaws. 5.5 Past President Chair- The Past President Chair may attend all

sessions of the Board of Directors and the Executive committee in an ex-officio capacity and shall assist the President Chair as required.

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5.65 Executive Director/ Senior Staff Member The Executive Director or Senior staff member shall attend all sessions of the Board of Directors and Executive Committee and all meetings of the members and record all votes and minutes of all the proceedings in the books to be kept for these purposes. She The ED shall give or cause to be given notice of all such meetings and shall be responsible for the implementation/administration of policy as defined by the Board and President Chair and perform such duties as are laid down in the position description. She The ED shall be the custodian of the seal of the Organization, which she the ED shall deliver only when authorized by a resolution of the Board of Directors to do so and to such persons as may be named in the resolution.

ARTICLE XI. COMMITTEES

Section 1. Appointment of Committees The Directors shall appoint an Executive Committee, a Personnel Committee, a Governance Committee and such other coa Nominations Committee and such other committees as may be neededmmittees as may be necessary from time to time (i.e Fundraising, Governance etc), for the efficient conduct of the affairs of the Organization, for such terms of office and with such terms of reference as the Directors shall deem fit within the objects of the Organization. The Chair of any Committee, except the Governance Nominations Committee Chair, shall be a Director and shall be appointed by the Directors. The Directors may appoint as members of such committees supporters of the Organization or others. Ravi’s recommendation is just appoint Executive Committee – and such other committees as may be needed from time to time. Section 2. Executive Committee

2.1 The Executive Committee shall consist of the PresidentChair, the Vice-

president (s), the Secretary, the Treasurer, and the other Board members elected by the Board of Directors, who shall be the chairs of the constituted committees, such composition to be determined at the first Board meeting following the Annual Meeting. The Executive Director or senior staff member shall be an ex-officio non-voting member. The Past - President Chairwill also be an ex-officio member and may chair the Governance Nominations Committee.

. 2.2 The Executive Committee may exercise all the powers of the Board except those from time to time specifically retained by the Board or the members of the Organization.

2.3 The President Chair or her the Chair’s delegate shall chair the Executive

Committee. 2.4 The Executive Committee on behalf of the Board shall have the power to

appoint replacements of officers in an acting capacity until the next meeting of the Board, at which time a new election will be held.

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Section 3. Governance Committee

The Board of Directors shall have the authority to appoint a Governance Nominations Committee. The Chair of this Committee may be the Past President of the Board. One of the members shall be the Returning Officer. No member of this committee shall be seeking election or re-election to the Board, nor is the President an ex-officio member. The Governance Noinations Committee supervises the recruitment of the Board candidates, including regional representatives, and prepares a slate for presentation to and approval by the Board. The proposed composition of the Executive Committee shall be identified on the nominations slate which is mailed sent to supporters with notification of the AGM and for confirmation at the AGM. The Governance Nominations Committee shall also review and update the by-laws of the organization, as required.

Section 4. Remuneration

Members of committees as such shall not receive remuneration for their services, but expenses of their attendance at committee meetings or other conferences may be paid.

ARTICLE XII. AMENDMENT OF BY LAW

Section 1. The By-laws of the Organization may be repealed or amended by resolution presented by the Board of Directors and approved by the majority of supporters present and voting at an AGM or special meeting of the Organization, the notice of which, must be given by prepaid post or e-mail addressed to each supporter entitled to vote at least 42 30 calendar days in advance of such a meeting. The enactment of such By-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs of Canada, or its equivalent, has been obtained.

ARTICLE XIII. FINANCIAL YEAR

Section 1. The financial year of the Organization shall end on the 31st day of March each year.

ARTICLE XIV. AUDITORS

Section 1.

The members shall at each annual meeting of the Organization appoint an auditor to audit the accounts of the Organization, to hold office until the next meeting provided that the Board of Directors may fill any casual vacancy in the office of the Auditor.

ARTICLE XV. SIGNATURE AND CERTIFICATION OF DOCUMENTS

Section 1. All contracts, documents or any instruments in writing requiring the signature of the Organization shall be assigned by the officer (s) designated in a signing authority document approved by the Board of Directors. All contracts, deeds, documents and instruments in writing shall be binding upon the Organization without any further authorization or formality. The seal of the Organization when required may be affixed to contracts, documents and instruments in writing signed as aforesaid.

ARTICLE XVI. INTERPRETATION

Section 1.

In this By-law the singular shall include the plural and plural the singular; the feminine shall include the masculine.

ARTICLE XVIIIi. INDEMNITIES TO DIRECTORS AND OTHERS

Section 1. Every Director or officer of the organization or other person who has undertaken or is about to undertake any liability (needs to be removed) on behalf of the Organization shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Organization from and against:

1.1 All costs, charges and expenses whatsoever which such director, officer

or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against her, or in respect of any act, deed, matter or thing whatsoever made, done or permitted by her, in or about the execution of the office or in respect of any such liability.

1.2 All other costs, charges and expenses which she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by her own willful neglect or default or without the authorized consent of the organization.

ARTICLE XVIII. PROXIES

Section 1.

Votes may be given personally only, and proxy voting will not be permitted unless otherwise prescribed by the Board. Each individual supporter of the Organization present in person shall have one vote on a show of hands, or by any other means determined by the Board (i.e electronic voting etc). The vote of each institutional supporter shall be cast by an accredited representative of such institutional supporter.

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