Governance

Notice of Special General Meeting

May 1, 2026

TO: All Voting Members of the Prince of Wales Skating Club (the "Club")

TAKE NOTICE THAT a Special General Meeting of the Voting Members of the Prince of Wales Skating Club will be held as follows:

Date: Sunday, May 24, 2026

Time: 3:00 p.m. (Newfoundland time)

In-person location: Jack Byrne Arena Community Room (7 Kennedys Brook Drive, Torbay; upstairs)

Online platform: https://meet.google.com/rum-moyx-foj

The meeting is being called for the purposes set out in the Agenda and Resolutions below. This Notice is given pursuant to the by-laws of the Club and the Corporations Act (Newfoundland and Labrador).

AGENDA

  1. Call to order and confirmation of quorum

  2. Approval of the agenda

  3. Special Resolution No. 1 — Ratification of new By-laws

  4. Special Resolution No. 2 — Approval of new Articles

  5. Ordinary Resolution No. 1 — Appointment of Jenkins Martin & Gosse to perform a review engagement

  6. Questions from Voting Members

  7. Adjournment

RESOLUTIONS TO BE CONSIDERED

Special Resolution No. 1 — Ratification of New By-laws

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

  1. The new by-laws of the Prince of Wales Skating Club, in the form circulated with this Notice, are hereby ratified, confirmed, and approved as the by-laws of the Club, effective immediately upon the passing of this resolution.

  2. All previous by-laws of the Club are hereby repealed and replaced in their entirety, except that any act done or right or obligation accrued under the previous by-laws shall not be affected.

  3. Any one director or officer of the Club is hereby authorized and directed to do all such acts and things and to execute and deliver all such documents as may be necessary or desirable to give effect to this resolution.

Special Resolution No. 2 — Approval of New Articles

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

  1. The new articles of the Prince of Wales Skating Club, in the form circulated with this Notice, are hereby approved.

  2. Any one director or officer of the Club is hereby authorized and directed to execute and file the articles, together with any related documents, with the Registrar of Companies for the Province of Newfoundland and Labrador, and to do all such other acts and things as may be necessary or desirable to give effect to this resolution.

Ordinary Resolution No. 1 — Appointment of Accountants

BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

  1. Jenkins Martin & Gosse is hereby appointed to perform a review engagement on the financial statements of the Prince of Wales Skating Club for the current fiscal year.

  2. The Board of Directors is authorized to fix the remuneration of Jenkins Martin & Gosse and to enter into an engagement letter on such terms as the Board considers appropriate and to schedule the Annual General Meeting for such time as will allow them to finish their work.

VOTING THRESHOLDS

  • Special Resolutions (Items 1 and 2 above) require approval by not less than two-thirds (2/3) of the votes cast by Voting Members present at the meeting.

  • Ordinary Resolutions (Item 3 above) require approval by a simple majority of the votes cast by Voting Members present at the meeting.

QUORUM

A quorum for this Special General Meeting consists of:

  • a majority of the current Board of Directors; plus

  • at least one (1) Voting Member who is not a Director.

WHO IS A VOTING MEMBER

Voting Members of the Club are:

  1. Skaters aged 18 or older who purchased their 2025/2026 Skate Canada membership from the Club and have not since transferred that membership to another club; and

  2. One parent or legal guardian per household for any and all skaters aged 17 or younger in that household who purchased their 2025/2026 Skate Canada membership from the Club and have not since transferred that membership to another club.

If you are unsure whether you qualify as a Voting Member, please contact the Club at office@powsc.cabefore the meeting.

INSTRUCTIONS FOR MEMBERS

No proxies, no advance voting

Voting Members must attend to cast their vote. Voting members may attend in person or online.

No votes on any matter will be cast before the motion is brought to the floor of the meeting.

Attending in person

No advance registration is required to attend in person. Please arrive a few minutes before 3:00 p.m. on Sunday, May 24, 2026 at the Jack Byrne Arena Community Room so that we can confirm your status as a Voting Member before the meeting begins.

Attending online

If you plan to join online, please email office@powsc.ca in advance to let us know. This allows us to ensure we have the right infrastructure in place to support all online attendees.

Should demand for the online option be high, the Club may replace the Google Meet link above with another platform better suited to the number of participants. Any change of platform will be communicated by email to those who have RSVP'd for online attendance.

Materials

The proposed new by-laws and proposed new articles referred to in the resolutions above are circulated together with this Notice. Voting Members are encouraged to review these documents in advance of the meeting.

Questions

Questions about this Notice, eligibility to vote, the proposed by-laws, the proposed articles, or the proposed appointment of accountants may be directed to the Club at office@powsc.ca.

DATED at St. John's, Newfoundland and Labrador, this 1st day of May, 2026.

BY ORDER OF THE BOARD OF DIRECTORS Prince of Wales Skating Club

Attachments

2025/2026 is proving a busy year for our Governance Committee. We have prepared a full update of our aging Bylaws, and are reviewing our existing Policies for content and relevance. One of our driving goals is to give our Staff clear policy guidelines and then empower them to operate the Club efficiently and effectively.

Bylaws

Policies and Procedures

General Policies

Disputes Resolution

Ice Show

More soon…