Minutes for City Council April 12, 2001 meeting

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SPECIAL CITY COUNCIL MINUTES

Thursday, April 12, 2001
Thursday, April 19, 2001

PRESENT B. Smith; B. Anderson, A. Bolstad, T. Cavanagh, L. Chahley, W. Kinsella,
L. Langley, R. Noce, M. Phair, R. Rosenberger, J. Taylor, D. Thiele.

ALSO IN ATTENDANCE:
D. Simmonds, D.R. Simmonds & Associates Inc.
D. H. Edey and V. Gunderson, Office of the City Clerk*.
*Attended part of the meeting.

A. CALL TO ORDER AND RELATED BUSINESS

A.1. CALL TO ORDER

Mayor B. Smith called the meeting to order at 9:30 a.m.

Councillors W. Kinsella and R. Rosenberger were absent.

A.2. ADOPTION OF AGENDA

MOVED R. Noce – J. Taylor
That the Special City Council Agenda for the April 12/19, 2001 meeting be
adopted.

CARRIED
FOR THE MOTION: B. Smith; B. Anderson, A. Bolstad, T. Cavanagh,
L. Chahley, L. Langley, R. Noce, M. Phair,
J. Taylor, D. Thiele.
ABSENT: W. Kinsella, R. Rosenberger.

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Special City Council
Meeting Minutes 1
April 12/19, 2001
MOVED J. Taylor – M. Phair
That Council meet in private.

CARRIED
FOR THE MOTION: B. Smith; B. Anderson, A. Bolstad, T. Cavanagh,
L. Chahley, L. Langley, R. Noce, M. Phair,
J. Taylor, D. Thiele.
ABSENT: W. Kinsella, R. Rosenberger.
Council met in private at 9:35 a.m.

The meeting adjourned to Thursday, April 19, 2001 at 9:30 a.m.

MOVED R. Noce – J. Taylor
That Council meet in public.

CARRIED
FOR THE MOTION: B. Anderson, T. Cavanagh, L. Chahley, W. Kinsella,
L. Langley, R. Noce, R. Rosenberger, J. Taylor.
ABSENT: B. Smith; A. Bolstad, M. Phair, D. Thiele.
Council reconvened in public on April 19, 2001 at 11:10 a.m.

Mayor B. Smith and Councillors A. Bolstad, M. Phair and D. Thiele were absent.

Deputy Mayor W. Kinsella presided.

H.1.a. EPCOR Utilities Inc. Appointments to Board of Directors.

MOVED R. Noce – J. Taylor

1. That City Council, as the Shareholder for EPCOR Utilities Inc., Civic Agencies
approve the Shareholders Resolution in Writing contained in
Schedule A.
EPCOR
2. That the Deputy Mayor is hereby authorized and directed, for on
behalf of and in the name of the Shareholder to sign a
Shareholder’s Resolution 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.

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Special City Council
Meeting Minutes 2
April 12/19, 2001
3. That the City Clerk is hereby directed to certify and deliver a copy
of such Shareholder’s Resolution in Writing to EPCOR Utilities
Inc. in Accordance with paragraph 8.19 of the Administrative
Bylaw.

4. That Schedule A remain in private until the information is
announced at the May 3, 2001 EPCOR Utilities Inc. Annual
General Meeting. [s. 28, Freedom of Information and Protection of
Privacy Act].
CARRIED
FOR THE MOTION: B. Anderson, T. Cavanagh, L. Chahley, W. Kinsella,
L. Langley, R. Noce, R. Rosenberger, J. Taylor.
ABSENT: B. Smith; A. Bolstad, M. Phair, D. Thiele.

N. NOTICES OF MOTION

Deputy Mayor W. Kinsella asked whether there were any Notices of Motion. There were none.

(Sec. 91, B.L. 12300)

O. ADJOURNMENT

The meeting adjourned at 11:15 a.m.

______________________________ ______________________________

MAYOR CITY CLERK

____________________________________________
Special City Council
Meeting Minutes 3
April 12/19, 2001
SCHEDULE A
To City Council Meeting of April 12/19, 2001

RESOLUTION OF THE SOLE SHAREHOLDER OF
EPCOR Utilities Inc.
Appointment and Re-appointment of Directors
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 5th day 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
April 12/19, 2001 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 effective upon the close of the May 3, 2001 Annual Meeting of the Shareholder the
following appointments shall take effect:

i) Peter Flynn, be and is hereby re-appointed a Director of EPCOR Utilities Inc. to
hold office for a term to expire at the close of the next annual meeting of the
Shareholder of the Corporation following this meeting or until his successor is
appointed.

ii) Frank Kobie, be and is hereby re-appointed a Director of EPCOR Utilities Inc.
to hold office for a term to expire at the close of the next annual meeting of the
Shareholder of the Corporation following this meeting or until his successor is
appointed.

iii) Robert L. Phillips be and is hereby appointed a Director of EPCOR Utilities Inc.
to hold office for a term to expire at the close of the third annual meeting of the
Shareholder of the Corporation following this meeting or until his successor is
appointed.
_________________________
Special City Council Meeting 1
Index to Minutes
April 12/19, 2001
iv) Douglas H. Mitchell be and is hereby appointed a Director of EPCOR Utilities
Inc. to hold office for a term to expire at the close of the third annual meeting of
the Shareholder of the Corporation following this meeting or until his successor
is appointed.

v) Michael Percy, be and is hereby re-appointed a Director of EPCOR Utilities Inc.
to hold office for a term to expire at the close of the third annual meeting of the
Shareholder of the Corporation following this meeting or until his successor is
appointed.

vi) Larry Pollock, be and is hereby re-appointed a Director of EPCOR Utilities Inc.
to hold office for a term to expire at the close of the third annual meeting of the
Shareholder of the Corporation following this meeting or until his successor is
appointed.

vii) Mary Arnold, be and is hereby re-appointed a Director of EPCOR Utilities Inc.
to hold office for a term to expire at the close of the third annual meeting of the
Shareholder of the Corporation following this meeting or until her successor is
appointed.

viii) Christopher Robb, be and is hereby re-appointed a Director of EPCOR Utilities
Inc. to hold office for a term to expire at the close of the third annual meeting of
the Shareholder of the Corporation following this meeting 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 19th day of April, 2001.

The City of Edmonton.

Per: _______________________
Deputy Mayor
-- Representative of the Shareholder

_________________________
Special City Council Meeting 1
Index to Minutes
April 12/19, 2001
SPECIAL CITY COUNCIL MEETING

INDEX TO MINUTES

A. CALL TO ORDER AND RELATED BUSINESS
A.1. CALL TO ORDER ......................................................................................................................................... 1

A.2. ADOPTION OF AGENDA ............................................................................................................................ 1

H.1.a. EPCOR Utilities Inc. Appointments to Board of Directors. ...................................................................... 2

N. NOTICES OF MOTION .................................................................................................................................3

O. ADJOURNMENT ........................................................................................................................................3

_________________________
Special City Council Meeting 1
Index to Minutes
April 12/19, 2001