NUNAVUT TINNGAVIK INC

NUNAVUT TINNGAVIK INC.

BOARD OF DIRECTORS MEETING Apex, Nunavut August 25-27, 2010 ______________________________________________________________________ Resolution # RSB 10-08-01 NTI Elections 2010 Moved by: Peter Kritaqliluk Seconded by: Dennis Lyall WHEREAS, an Election Commissioner needs to be appointed by the Board of Directors in accordance with the NTI rules and policies on elections; and WHEREAS, the President, the First Vice-President and the Vice-President of Finance constitute the NTI Executive Committee, and the First Vice-President and/or the Vice-President of Finance would need to take leave of absence from their positions if they decide to seek re-election; NOW THEREFORE BE IT RESOLVED THAT,

1. Sandy Kusugak be and is hereby appointed the Election Commissioner for NTI Elections 2010, to serve in accordance with relevant provisions of the NTI rules and policies on elections, and on terms and conditions as decided by the Chief Executive Officer; and

2. In the event that the First Vice-President and/or the Vice-President of

Finance take leave of absence to seek re-election, the remaining Executive member(s) shall exercise the full power and authority of the Executive Committee for the duration of the leave of absence. For greater certainty, if both the First Vice-President and the Vice-President of Finance take leave of absence, the President alone may exercise the full power and authority of the Executive Committee. If the exercise of the power and authority of the Executive Committee by the President on a certain matter would violate NTI’s Conflict of Interest Policies, the matter shall be referred to the Board.

In Favour: 8 Carried: X Against: Defeated: Abstention

Dated: August 27, 2010

Nunavut Tunngavik Incorporated

BOARD OF DIRECTORS

Apex, Nunavut August 24-26, 2010 Resolution #: RSB 10-08-29 Approval of Agenda Motion by: Raymond Ningeocheak Seconded by: James Eetoolook NOW THEREFORE BE IT RESOLVED THAT, the agenda for the August 24-26, 2010 Board of Directors meeting of Nunavut Tunngavik Inc. held in Apex, Nunavut be accepted. In Favor: 8 Against: Abstentions: Carried: X Defeated: Date: August 25, 2010


BOARD OF DIRECTORS

Apex, Nunavut August 24-26, 2010 Resolution #: RSB 10-08-30 Approval of Previous Minutes Motion by: Raymond Ningeocheak Seconded by: James Eetoolook WHEREAS, the minutes of the Board of Directors Meeting held on February 23-25, 2010 in Cambridge Bay, Nunavut were presented and reviewed; NOW, THEREFORE, BE IT RESOLVED THAT the minutes of the Board of Directors Meetings dated February 23-25, 2010 are approved. In Favor: 8 Against: Abstentions: Carried: X Defeated: Date: August 27, 2010


BOARD OF DIRECTORS Apex, Nunavut August 24-26, 2010 Resolution # RSB 10-08-31 In-Camera Session Moved by: Peter Kritaqliluk Seconded by: Dennis Lyall NOW THEREFORE BE IT RESOLVED THAT, the NTI Board of Directors enter an in-camera session. In Favor: 8 Against: Abstentions: Carried: X Defeated: Date: August 25, 2010


BOARD OF DIRECTORS Apex, Nunavut August 24-26, 2010 Resolution #: RSB 10-08-32 End In-Camera Moved by: Peter Kritaqliluk Seconded by: Okalik Eegeesiak NOW THEREFORE BE IT RESOLVED THAT, the NTI Board of Directors end the in-camera session. In Favor: 8 Against: Abstentions:

Carried: X Defeated:

Date: August 25, 2010


BOARD OF DIRECTORS

Apex, Nunavut August 24-26, 2010 Resolution #: RSB 10-08-33 Adjournment Motion by: James Eetoolook Seconded by: Dennis Lyall NOW THEREFORE BE IT RESOLVED THAT, the Board of Director’s Meeting for August 24-26, 2010 held in Apex, Nunavut is adjourned. In Favor: 8 Against: Abstentions:

Carried: X Defeated: Date: August 27, 2010

Nunavut Tunngavik Incorporated BOARD OF DIRECTORS

Resolution #: DCB 10-08-34

Re: Appointment of NTI Representative to the

Project Review Committee Moved by: Peter Kritaqliluk Seconded by: James Eetoolook

WHEREAS, the Nunavut Community Economic Organization’s mandate is to provide advice, coordinate and support resources for growth in Nunavut. WHEREAS, the NCEDO requires NTI to appoint a representative at large. WHEREAS, Nunavut Tunngavik Incorporated has a right and a responsibility to be directly involved in the design and delivery of federal programs designed to meet the needs of Inuit. WHEREAS, the Project Review committee was set up in the fiscal year 2001-2002 by NCEDO, to review economic development funding from Indian and Northern Affairs and from Aboriginal Business Canada. WHEREAS, the term and agreements for Economic Development Funding were recently renewed. WHEREAS, Joe Enook has served as an NTI representative on the PRC since its existence and has shown leadership and proven his qualifications. NOW THEREFORE, BE IT RESOLVED THAT the Board of Directors of NTI appoints Joe Enook to serve as a member of the PRC for a four year term to expire September 2014. In Favor: 7 Against: Abstentions: 1 Carried X Defeated Date: August 25, 2010


BOARD OF DIRECTORS

Nunavut

Resolution No. RSB 10-08-35

Recommendation to Accept the 2011-2012

Funding Request from Nunavut Trust Moved by: Raymond Ningeocheak Seconded by: Paul Kaludjak WHEREAS, the Vice President of Finance has presented the funding request for the fiscal year 2011-2012; NOW THEREFORE BE IT RESOLVED THAT, the Board of Directors accepts and recommends that the members approve the 2011-2012 funding request from Nunavut Trust containing the following amounts for the 2011-2012 fiscal year: Nunavut Tunngavik Inc. $ 20,771,447 Kitikmeot Inuit Association 4,568,862 Kivalliq Inuit Association 4,004,628 Qikiqtani Inuit Association 5,188,206 Inuit Heritage Trust 1,324,577 Beneficiary Benefits Plan 1,000,000 Community Liaison Officers 2,605,310 Additional Spending Requests: NESII/TBI/NSDC/QS $ 20,000 NIRC-Economic Initiatives Funding 1,453,198

NIRC – Sivummut Funding 300,000 Kivalliq Inuit Association 363,772 2,136,970

_______________________________________________________________________ TOTAL FUNDS REQUESTED FROM NUNAVUT TRUST $ 41,600,000 AND BE IT FURTHER RESOLVED THAT, the said 2011-2012 funding request shall be presented to the Membership at the next Annual General Meeting for approval. In Favour: 8 Against: Abstentions: Carried: Defeated: Date: August 25, 2010


BOARD OF DIRECTORS

Nunavut


Recommendation to approve Nunavut Tunngavik Inc.’s 2011-2012 Operational Budget.

Moved by: Charlie Evalik Seconded by: James Eetoolook WHEREAS, the Vice President of Finance has presented Nunavut Tunngavik Inc.’s operational budget for the fiscal year 2011-2012; NOW THEREFORE BE IT RESOLVED THAT, the Board of Directors approve the Nunavut Tunngavik Inc.’s operational budget, as presented, for the 2011-2012 fiscal year. _______________________________________________________________________ In Favour: 8 Against: Abstentions: Carried: Defeated: Date: August 25, 2010

NUNAVUT TINNGAVIK INC.

BOARD OF DIRECTORS MEETING Apex, Nunavut August 25-27, 2010 ______________________________________________________________________ Resolution # RSB 10-08-37 IHT Trustee Appointment Moved by: Raymond Ningeocheak Seconded by: Charlie Evalik WHEREAS, upon the request of the Inuit Heritage Trust (IHT), the number of trustees for the IHT has been increased from four to five with the fifth trustee being appointed directly by Nunavut Tunngavik Inc. (NTI), and the Trust Deed has been amended accordingly; and WHEREAS, NTI has sought expressions of interest from the NLCA beneficiaries, and has reviewed the qualifications of applicants; NOW THEREFORE BE IT RESOLVED THAT, the NTI Board of Directors appoints Steve Mapsalakto serve as a trustee for the IHT for a term of 3 years (Aug. 31, 2010 – Aug. 31, 2013). In Favour: 7 Carried: X Against: Defeated: Abstention: 1

Dated: August 25, 2010


BOARD OF DIRECTORS

Nunavut


Recommendation to Approve Auditor’s Report and Financial Statements.

Moved by: Dennis Lyall Seconded by: James Eetoolook WHEREAS. The Vice President of Finance has presented the Auditor’s Report and the audited financial statements for the fiscal year 2009-2010; and WHEREAS’ the Board of Directors has reviewed the Auditor’s Report and the audited financial statements; NOW THEREFORE BE IT RESOLVED THAT, the Board of Directors accept the Auditor’s Report and the audited financial statements and recommend to the Members that they accept the Auditor’s Report and approve the audited financial statements for the fiscal year 2009-2010. AND BE IF FURTHER RESLOVED THAT, the said Auditor’s report and audited financial statements be presented at the next Annual General Meeting for approval. _______________________________________________________________________ In Favour: 8 Against: Abstentions: Carried: X Defeated: Date: August 25, 2010


BOARD OF DIRECTORS

____________________________________________________________ Resolution#: RSB 10-08-39 Appointment of Auditor Moved by: Peter Kritaqliluk Seconded by: Raymond Ningeocheak WHEREAS, Section 13.1 of the NTI by-laws provides as follows:

Each annual meeting shall appoint auditors to audit the accounts and financial records of Nunavut Tunngavik Incorporated until the next Annual Meeting. The remuneration of the auditors shall be negotiated by the Board of Directors; and

WHEREAS, the accounting firm of MacKay Landau has served NTI well as auditor for several years; NOW THEREFORE BE IT RESOLVED THAT, the Board of Directors recommend to the Members that they appoint the accounting firm of MacKay Landau as the auditor for the 2010/11 fiscal year and until the next meeting of the Members. In favor: 8 Against: Abstentions: Carried: X Defeated: Date: August 25, 2010


BOARD OF DIRECTORS MEETING

Iqaluit (Apex), Nunavut August 26, 2010 Resolution#: RSB 10-08-42 NTI Board Structure Moved by: Okalik Eegeesiak Seconded by: Dennis Lyall Whereas at a meeting in Resolute Bay September 2-3, 2009, the Nunavut Tunngavik Incorporated (NTI) Board of Directors unanimously passed Resolution #RSB0911 (the “Resolution”), which supports the development of Implementation Plans for Regional Program and Service Delivery by the Regional Inuit Associations (RIAs); And whereas pursuant to this Resolution, an Implementation Committee – comprising the Presidents of NTI and the 3 RIAs – was created, and Terms of Reference for the development of an implementation plan approved; And whereas work on behalf of the Implementation Committee has been carried out by a Secretariat composed of the Executive Directors of the three RIAs and the COO and CEO of NTI; And whereas the Implementation Committee acting on the advice of the Secretariat has recommended a number of measures related to the restructuring of the NTI Board of Directors; Now therefore be it resolved that the following shall be Directors of Nunavut Tunngavik Incorporated:

a. The President, elected in a Nunavut-wide election; b. Two Vice-Presidents, elected in Nunavut-wide elections; c. The President of each Regional Inuit Association; and d. A representative of each Regional Inuit Association, appointed as deemed

appropriate by that Regional Inuit Association. And be it further resolved that a four-member Executive Committee of the Nunavut Tunngavik Incorporated Board of Directors shall henceforth be composed of

a. The President of Nunavut Tunngavik Incorporated; b. The President of each Regional Inuit Association.

And be it further resolved that a Vice-President shall be designated by the Executive Committee to exercise the duties and perform the powers of the President in the absence of the President; And be it further resolved that a Vice-President shall henceforth have the duty to be Chair of the Nunavut Social Development Council; And be it further resolved that the Vice-President who is not Chair of the Nunavut Social Development Council will be named as Chair of an Inuit wildlife advisory council to be established pursuant to a separate resolution of the Board of Directors; And be it further resolved that representative of Nunavut Trust be no longer an ex officio member of the Board of Directors; And be it further resolved that NTI by-Laws be amended according to the above. In favor: 6 Against: 2 Abstentions:




Iqaluit (Apex), Nunavut August 26, 2010 Resolution#: RSB 10-08-43 Inuit Wildlife Advisory Council Moved by: Okalik Eegeesiak Seconded by: Charlie Evalik Whereas wildlife issues are of paramount concern to Inuit; And whereas Nunavut Tunngavik Incorporated (NTI) has over time taken on a very active advocacy role on wildlife issues on behalf of Inuit in dealing with the Governments and the Institutions of Public Government; And whereas there is a need for Regional Inuit Associations’ participation in the wildlife issues and a formal structure to facilitate such participation; And whereas NTI has over the years developed a cooperative relationship with Regional Wildlife Organizations and Hunters and Trappers Organizations, but there is a lack of formal structure in such a relationship; And whereas Inuit would benefit from stronger ties between NTI, RIAs and Regional Wildlife Organizations and Hunters and Trappers Organizations; Now therefore be it resolved that Nunavut Tunngavik Incorporated will initiate negotiations with the Regional Wildlife Organizations and Regional Inuit Associations with the aim of developing an Inuit wildlife advisory council whose primary aim is collaborative representation of wildlife issues among Inuit organizations, on behalf of Inuit; And be it further resolved that the Board of Directors directs that such negotiations shall be carried out with the understanding that the Inuit wildlife advisory council shall be composed of:

a. A Vice-President of Nunavut Tunngavik Incorporated who shall act as Chair of the council;

b. A representative from the Board of Directors of each Regional Inuit Association, appointed as deemed appropriate by that Regional Inuit Association;

c. The Chair of each Regional Wildlife Organization.

In favor: 8 Against: Abstentions:




Iqaluit (Apex), Nunavut August 26, 2010 Resolution#: RSB 10-08-44 Nunavut Social Development Council Moved by: James Eetoolook Seconded by: Dennis Lyall Whereas the Implementation Committee recommended that the Nunavut Social Development Council be restructured to better fulfill its mandate under Article 32 of the Nunavut Land Claims Agreement; Now therefore be it resolved that that the following shall be Directors of the Nunavut Social Development Council:

a. A Vice-President of Nunavut Tunngavik Incorporated, who shall also act as Chair;

b. A representative from the Board of Directors of each Regional Inuit Association, appointed as deemed appropriate by that Regional Inuit Association.

And be it further resolved that the by-laws of the Nunavut Social Development Council shall be reviewed and revised to ensure that the Nunavut Social Development Council shall act in an advisory and subordinate capacity to the Nunavut Tunngavik Incorporated Board of Directors; any issues that require public action, significant policy decisions or changes, or spending shall require review and approval by the Nunavut Tunngavik Incorporated Board of Directors. In favor: 8 Against: Abstentions:




Iqaluit (Apex), Nunavut August 26, 2010 Resolution#: RSB 10-08-45 Amendments to By-Laws Moved by: James Eetoolook Seconded by: Peter Kritaqliluk WHEREAS, the Closer to Inuit Implementation Committee, consisting of the Presidents of NTI and RIAs, recommended certain changes to NTI Executive Committee; and WHEREAS, the Board of Directors approved the recommended changes and mandated that NTI By-Laws be amended accordingly; and WHEREAS, the Board of Directors reviewed the recommended changes to NTI By-Laws. NOW, THEREFORE, BE IT RESOLVED that the attached amendments to NTI By-Laws are approved, and that the Consolidated By-Laws of NTI, incorporating all amendments to August 26, 2010, be and is hereby approved and be presented for further approval by the NTI members and the appropriate Minister. In favor: 8 Against: 0 Abstentions: 0

Carried: Defeated: Date: August 26, 2010



Iqaluit (Apex), Nunavut August 26, 2010 Resolution#:RSB 10-08-46 NTI Visa

Moved by: Okalik Eegeesiak Seconded by: Charlie Evalik WHEREAS, the Board received a confidential briefing on NTI President’s visa account. NOW, THEREFORE, BE IT RESOLVED that Board approves the follow:

(1) The President is suspended with pay for 60 days effective August 30, 2010 to October 30, 2010;

(2) The President’s vehicle, cell phone, satellite phone and computer shall be returned to NTI for the above period;

(3) NTI will recover from the President the amount of $51,893.58 before June 30, 2011 through garnishment of wages or other periodical payments. The President’s credit card privilege will remain suspended until the above amount is fully recovered.

In favor: 6 Against: 0 Abstentions: 1 Conflict: 1


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NUNAVUT TINNGAVIK INC