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Special City Council
Meeting Minutes1
July 14, 2003/vg
SPECIAL CITY COUNCIL MINUTES
Monday, July 14, 2003
PRESENT:B. Smith; B. Anderson, J. Batty, A. Bolstad, T. Cavanagh,
E. Gibbons, R. Hayter, L. Langley, K. Leibovici, S. Mandel,
J. Melnychuk, M. Phair, D. Thiele.
ALSO IN ATTENDANCE:
V. Gunderson, Office of the City Clerk
D. R. Simmonds, D. R. Simmonds & Associates Inc.
A.CALL TO ORDER AND RELATED BUSINESS
A.1.CALL TO ORDER
Mayor B. Smith called the meeting to order at 10 a.m.
Councillors J. Batty and K. Leibovici were absent.
A.2.ADOPTION OF AGENDA
MOVED M. Phair – T. Cavanagh:
That the Special City Council Agenda for the July 14, 2003, meeting be adopted.
CARRIED
FOR THE MOTION: B. Smith; B. Anderson, A. Bolstad, T. Cavanagh,
E. Gibbons, R. Hayter, L. Langley, S. Mandel,
J. Melnychuk, M. Phair, D. Thiele.
ABSENT: J. Batty, K. Leibovici.
MOVED M. Phair – J. Melnychuk:
That Council meet in private.
CARRIED
FOR THE MOTION: B. Smith; B. Anderson, A. Bolstad, T. Cavanagh,
E. Gibbons, R. Hayter, L. Langley, S. Mandel,
J. Melnychuk, M. Phair, D. Thiele.
ABSENT: J. Batty, K. Leibovici.
Council met in private at 10:05 a.m.
MOVED M. Phair – J. Batty:
That Council meet in public.
CARRIED
FOR THE MOTION: B. Smith; B. Anderson, J. Batty, A. Bolstad,
T. Cavanagh, E. Gibbons, R. Hayter, L. Langley,
J. Melnychuk, M. Phair, D. Thiele.
ABSENT: K. Leibovici, S. Mandel.
Council met in public at 12:05 p.m.
Councillors K. Leibovici and S. Mandel were absent.
H.1.a.EPCOR Utilities Inc. – Appointment of Directors
MOVED J. Batty – D. Thiele:
- That City Council, as the Shareholder for EPCOR Utilities Inc., approve the Shareholders Resolutions in Writing contained in Schedules A and B.
- That the Mayor is hereby authorized and directed, for on behalf of and in the name of the Shareholder to sign the Shareholder’s Resolutions in Writing formalizing the appointments approved herein within the corporate records of EPCOR Utilities Inc. in accordance with paragraph 8.18 of the Administrative Bylaw.
- That the City Clerk is hereby directed to certify and deliver a copy of such Shareholder’s Resolutions in Writing to EPCOR Utilities Inc. in accordance with paragraph 8.19 of the Administrative Bylaw.
- That Schedules A and B remain in private until resolutions 1 and 2 are certified. [Sections 17(1), 23(1)(b) and 24(1)(d) of the Freedom of Information and Protection of Privacy Act.
CARRIED
FOR THE MOTION: B. Smith; B. Anderson, J. Batty, A. Bolstad,
T. Cavanagh, E. Gibbons, R. Hayter, L. Langley,
J. Melnychuk, M. Phair, D. Thiele.
ABSENT: K. Leibovici, S. Mandel.
N.NOTICES OF MOTION
Mayor B. Smith asked whether there were any Notices of Motion. There were none.
(Sec. 91. B.L. 12300)
O.ADJOURNMENT
The meeting adjourned at 12:10 p.m.
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MAYORCITY CLERK
SCHEDULE A
RESOLUTION OF THE SOLE SHAREHOLDER OF
EPCOR Utilities Inc.
Appointment of Director
WHEREAS the City of Edmonton is the owner of all of the shares issued in EPCOR Utilities Inc. (“EPCOR”) and the Unanimous Shareholders Agreement pertaining to EPCOR declared on the 5thday of May, 2000 reserves to the Shareholder the power to appoint directors.
AND WHEREAS the City of Edmonton desires to exercise its rights as Shareholder in EPCOR in accordance with paragraph 8.18 and 8.19 of the EPCOR Utilities Inc. Bylaw Number 1 which sets out the method of making Shareholder decisions.
AND WHEREAS Edmonton City Council has passed a motion at the Council meeting held on July14, 2003 approving the execution of a Shareholder Resolution in Writing.
AND WHEREAS paragraph 9.9 of the EPCOR Utilities Inc. Bylaw Number 1 provides that any Member of Council is authorized for, on behalf of and in the name of the City, to sign a resolution in writing of the Shareholder where the execution of such resolution in writing has been approved by a resolution passed at a duly called and convened meeting of the municipal council of the City.
NOW THEREFORE BE IT RESOLVED:
That Steve Matyas be and is hereby appointed a Director of the Board of Directors of EPCOR Utilities Inc. to hold office effective from July 15, 2003, until the close of the third annual meeting of the Shareholder of the Corporation following this appointment or until his successor is appointed.
The foregoing resolution is hereby signed by the sole Shareholder of the Corporation in accordance with the Business Corporation Act (Alberta) this 14th day of July 2003.
The City of Edmonton.
Per: ______
Mayor
-- Representative of the Shareholder
SCHEDULE B
RESOLUTION OF THE SOLE SHAREHOLDER OF
EPCOR Utilities Inc.
Appointment of Director
WHEREAS the City of Edmonton is the owner of all of the shares issued in EPCOR Utilities Inc. (“EPCOR”) and the Unanimous Shareholders Agreement pertaining to EPCOR declared on the 5thday of May, 2000 reserves to the Shareholder the power to appoint directors.
AND WHEREAS the City of Edmonton desires to exercise its rights as Shareholder in EPCOR in accordance with paragraph 8.18 and 8.19 of the EPCOR Utilities Inc. Bylaw Number 1 which sets out the method of making Shareholder decisions.
AND WHEREAS Edmonton City Council has passed a motion at the Council meeting held on July14, 2003 approving the execution of a Shareholder Resolution in Writing.
AND WHEREAS paragraph 9.9 of the EPCOR Utilities Inc. Bylaw Number 1 provides that any Member of Council is authorized for, on behalf of and in the name of the City, to sign a resolution in writing of the Shareholder where the execution of such resolution in writing has been approved by a resolution passed at a duly called and convened meeting of the municipal council of the City.
NOW THEREFORE BE IT RESOLVED:
That Wesley Twiss be and is hereby appointed a Director of the Board of Directors of EPCOR Utilities Inc. to hold office effective from the close of the annual meeting of the Shareholder of the Corporation in 2004, until the close of the annual meeting of the Shareholder of the Corporation in 2007.
The foregoing resolution is hereby signed by the sole Shareholder of the Corporation in accordance with the Business Corporation Act (Alberta) this 14th day of July 2003.
The City of Edmonton.
Per: ______
Mayor
-- Representative of the Shareholder
SPECIAL CITY COUNCIL
index to MINUTES
A.CALL TO ORDER AND RELATED BUSINESS......
A.1.CALL TO ORDER......
A.2.ADOPTION OF AGENDA......
H.1.a. EPCOR Utilities Inc. – Appointment of Directors......
N.NOTICES OF MOTION......
O.ADJOURNMENT......
SCHEDULE A...... 4
SCHEDULE B...... 5
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Special City Council
Meeting Minutes1
July 14, 2003/vg