Annual & Special General Meeting 2022

August 24, 2022

NOTICE OF ANNUAL & SPECIAL GENERAL MEETING

The InspireHealth Annual & Special General Meeting of the members of:

INSPIREHEALTH SOCIETY (the “Society”)

Will be held on: Thursday, September 15, 2022 from 6:30 – 8:00 PM
The Annual & Special General Meeting 2022 will be held virtually to respect the health and safety of our members and staff and in accordance with our bylaws.

Agenda

Approval of the 2021 AGM Minutes
Receipt and approval of the Chair and President’s Report
Approval of audited financial statements for fiscal year ended Mar 31, 2022
Appointment of the auditor
Special business – By-law Amendment
Election of the Board of Directors for the 2022 / 2023 fiscal year
Other business
Adjournment
Open Forum

Special business – By-law Amendment

Background:

The current InspireHealth By-laws regarding section 5.3 Composition of Board is as follows: The Board will be composed of not less than five and not more than twelve directors, with the actual number being determined by the directors from time to time.

It is proposed the By-laws be amended to increase the maximum number of Board members by two for a total of 14 directors. This will provide flexibility for the addition of Board members with specialized expertise in areas that would benefit InspireHealth in executing its strategic plan and accomplishing its goals.

Motion:

To amend By-law 5.3 Composition of the Board to increase the maximum number of Board members by two. The amended By-Law replacing the previous section 5.3 is: The Board will be composed of not less than five and not more than 14 directors with the actual number being determined by the directors from time to time.

Proposed Re-elected Directors for 2022 / 2023
Re-election is for one, two or three year terms.

Sam Abraham – 3 years

Dr. Abraham received his PhD in Genetics from the University of British Columbia. He joined Inflazyme Pharmaceuticals as a Senior Scientist in 1996, and later became Project Leader for the Transplant Program, as well as Division Leader for Cell and Molecular Biology. He was with the BC Cancer Agency from 2000 to 2015, serving in a variety of positions, including concurrent appointments as VP Strategic Relationships beginning 2007, Executive Lead, Business and Intellectual Property Development for PHSA beginning in 2010 and Interim VP Research beginning in 2011. He also serves as a member of the Scientific Advisory Board of Quest Pharma. Past board service includes the BC Cancer Foundation and the Centre for Drug Research and Discovery

During his time with BCCA/PHSA Dr Abraham led the development of a strong intellectual property portfolio, with over 350 invention disclosures leading to 180 patent applications over the last decade alone. He negotiated numerous multi-million dollar research collaborations between BCCA/PHSA and pharmaceutical companies, and managed the development of several spin-off companies by mentoring scientists, helping to secure development funds, negotiating industrial partnerships and recruiting senior management. He also developed intellectual property policies and ethical frameworks for addressing ownership and commercialization practice of genomic biomarkers and other seminal or platform developments, not only at BCCA and Genome BC but also nationally through a variety of mechanisms and internationally through the OECD.

Charles Hotel – 3 years

As Executive Vice President & General Counsel at LGM Financial Services, Charles is responsible for all legal, contractual and regulatory requirements related to the business of the organization and as a member of the Senior Leadership Team is responsible for developing, communicating and executing the strategic business plan of LGM.

Prior to joining LGM, Charles spent over five years as Director and Senior Legal Counsel for the Vancouver Organizing Committee for the 2010 Olympic and Paralympic Winter Games (VANOC), and over eight years at the law firm Lawson Lundell LLP where he was a Partner and a member of the corporate finance team. Charles graduated from the University of British Columbia with his Bachelor of Commerce (Marketing) in 1993 and from the University of Victoria with his Juris Doctor, Law in 1997.

Charles is a past Director of the BMO Vancouver International Marathon Society and a current Director and the Corporate Secretary for the Kay Meek Arts Centre (a performing arts centre in West Vancouver). However, most of his adoration (and free time) is directed toward his energetic (and very cute) three young children.

Charles has also greatly benefited from the services of InspireHealth, which has helped him immensely in his own cancer journey.

Jenny Li – 3 years

Jenny Li is a partner at PricewaterhouseCoopers LLP (PwC). She has about 20 years’ experience in advising Canadian businesses expanding globally especially into the United States and increasingly foreign businesses entering the Canadian market through either organic or acquisitive growth. Her clients include businesses and business owners in real estate, retail, resources (mining, forestry, agri-food), technology, and healthcare.

Jenny is passionate about diversity and community involvement. She’s an active mentor both within and outside of PwC. She has been on the board of many not-for-profit organizations including Elektra Women’s Choir and Ascenda Canada.

Jenny lost both of her parents to cancer. The purpose and mission of InspireHealth resonates and inspires her. She wishes to contribute to support people with cancer and their families.

Gail McBride – 3 years

Gail McBride is an experienced board director with a prior career as a senior business leader with extensive experience in government and the private sector in the technology, energy, engineering and food industries for organizations such as BC Hydro, McKesson Medical Imaging, HA Simons and BC Trade Development Corporation. Gail has led marketing and communications for public and private sector organizations, led the start-up of new business areas, and implemented business transformation and change management initiatives across organizations. Gail’s skills in business strategy, building and leading teams, establishing partnerships, influencing policy, branding and developing concepts from an idea stage through to execution have led to measurable results.

Gail has served as a Director and Board Member on a number of not-for-profit organizations and she is currently serving as a Director on the Boards of InspireHealth and the Immigrant Employment Council of BC. Gail previously served on the Boards of the Minerva Foundation for BC Women and the Canada Green Building Council (CaGBC) and other not-for-profits based in BC. She is a member of the Institute of Corporate Directors and has chaired Governance and Nominating, and Communications Committees. Gail holds an MBA and BSc. Agriculture (Food Science) from the University of British Columbia.

Proposed Directors for 2022 / 2023

Faye Wightman – 3 years

Faye has spent her career working in the not-for-profit sector beginning as a cardiac nurse, then assuming leadership positions with the Canadian Red Cross, United Way of the Lower Mainland, BC Children’s Hospital Foundation, the University of Victoria and finally President and CEO of Vancouver Foundation, where she retired in 2013. She consults with non-profits and organizations with a focus on governance and change management. Recently she has been interim Executive Director for the Canadian Cancer Society, BC Yukon Division, InspireHealth and Langley Animal Protection Society.

Faye is a certified director with the Institute of Corporate Directors and is serving or has served on both corporate, crown agencies, and charities at the national, provincial and local level.

With a proven record in leadership, fundraising, change management, board governance and community engagement Faye has been recognized with a number of awards including a Lifetime Achievement Award from the Association of Fundraising Professionals, the Governor General’s award for her philanthropic service to the country and the City of Vancouver medal.

Please RSVP by September 15, 2022 at 12:00 PM PST

If you are attending the Annual & Special General Meeting, please confirm your attendance via:
– Email at ebressington@inspirehealth.ca
– Phone 604-734-7125 or toll free 1-888-734-7125, if dialing from outside the Lower Mainland.

Proxy
In the event that you are not able to attend the Annual & Special General Meeting, please appoint a proxy to vote in your place by completing this Proxy Form.

Proxy Forms should be faxed to 604-734-7105 or emailed to ebressington@inspirehealth.ca by 12:00 PM on September 15, 2022.