Notice and Agenda Special Council Meeting CALL to ORDER
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Notice and Agenda Special Council Meeting Public Notice is hereby given of a Special Council Meeting duly called in accordance with Section 126 of the Community Charter, to be held on: Date: Tuesday, May 20, 2014 Time: 4:00 p.m. Place: Anderson Room Richmond City Hall 6911 No. 3 Road Public Notice is also hereby given that this meeting may be conducted by electronic means and that the public may hear the proceedings of this meeting at the time, date and place specified above. The purpose of the meeting is to consider the following: CALL TO ORDER RECESS FOR OPEN GENERAL PURPOSES COMMITTEE **************************** RECONVENE FOLLOWING OPEN GENERAL PURPOSES COMMITTEE RICHMOND OLYMPIC OVAL CORPORATION 1. UNANIMOUS CONSENT RESOLUTIONS OF THE SHAREHOLDER OF RICHMOND OLYMPIC OVAL CORPORATION (File Ref. No.: 06-2050-20-ROO) (REDMS No. 4232131) CNCL-5 See Page CNCL-5 for AGM Material CNCL-30 See Page CNCL-30 for ROO 2013 Annual Report CNCL – 1 (Special) 4221360 Special Council Agenda Tuesday, May 20, 2014 RESOLVED THAT: (1) the Shareholder acknowledges and confirms the previous receipt of financial statements of the Company for the period from January 1, 2013 to December 31, 2013, together with the auditor’s report on such financial statements, which financial statements were approved by the Company’s board of directors on April 23, 2014 and presented to the Shareholder at the Finance Committee meeting of Richmond City Council on May 5, 2014; (2) the shareholder acknowledges that the following directors are currently serving a 2 year term and will continue to serve as directors for the coming year: Name Edward Michael O’Brien Dennis Skulsky George Duncan Moray Keith (3) in accordance with Article 14.1 of the Company’s Articles, the following persons, each of whom has consented in writing to act as a director, are hereby elected as directors of the Company, to hold office for the term ending immediately prior to the election or appointment of directors at the annual general meeting of the Company held in the year set out opposite their name below: Name Term Linda Sanderson 2016 Umendra Mital 2016 Victor John Farmer 2016 Wayne Duzita 2016 (4) KPMG LLP be appointed as auditors of the Company until the next annual reference date of the Company or until a successor is appointed, at a remuneration to be fixed by the directors; (5) the 2013 Annual Report of the Company is hereby received; and (6) May 20, 2014 be and is hereby selected as the annual reference date for the Company for its current annual reference period. CNCL – 2 (Special) 4221360 Special Council Agenda Tuesday, May 20, 2014 LULU ISLAND ENERGY COMPANY LTD. 2. UNANIMOUS CONSENT RESOLUTIONS OF THE SHAREHOLDER OF LULU ISLAND ENERGY COMPANY LTD. (File Ref. No.: 03-1000-23-005) (REDMS No.) CNCL-79 See Page CNCL-79 for AGM Material CNCL-90 See Page CNCL-90 for LIEC 2013 Annual Report RESOLVED THAT: (1) the shareholder acknowledges and confirms the previous receipt of financial statements of the Company for the period from August 19, 2013 to December 31, 2013, prepared in accordance with generally accepted accounting principles, and the report of the auditors thereon, which financial statements were approved by resolution of the Company’s directors on May 2, 2014 and presented to the shareholder at an open meeting of the City of Richmond Council on May 5, 2014; (2) all lawful acts, contracts, proceedings, appointments and payments of money by the directors of the Company since incorporation of the Company, and which have previously been disclosed to the shareholder, are hereby adopted, ratified and confirmed; (3) the number of directors of the Company is hereby fixed at 5; (4) in accordance with Article 13.1 of the Company’s Articles, the current directors of the Company, all of whom are named below, being the persons designated as directors of the Company in the Notice of Articles filed when the Company was first recognized under the Business Corporations Act (BC), and each of whom has consented in writing to act as a director, are the first directors of the Company, and they are hereby confirmed as directors of the Company, to hold office for a term ending immediately prior to the election or appointment of directors at the Company’s second annual general meeting, contemplated to be held in 2015, in accordance with Articles 14.1 and 14.2: Cecilia Maria Achiam George Duncan John David Irving Jerry Ming Chong Robert Gonzalez (5) the Annual Report of the Directors is hereby received; (6) KPMG LLP be appointed as auditors of the Company until the next annual reference date of the Company or until a successor is appointed, at a remuneration to be fixed by the directors; and CNCL – 3 (Special) 4221360 Special Council Agenda Tuesday, May 20, 2014 (7) May 20, 2014 be and is hereby selected as the annual reference date for the Company for its current annual reference period. D ADJOURNMENT D fovifWeber Corporate Officer CNCL-4 (Special) 4221360 City of Memorandum Richmond Administration To: Mayor and Councillors ("the Shareholder") Date: April 30, 2014 From: George Duncan File: 01-0005-01 12014-Vol 01 Chief Administrative Officer President & CEO Richmond Olympic Oval Corporation Re: Notice to the Shareholder of the 2014 AGM of the Richmond Olympic Oval Corporation Attached herein are the agenda items for the AGM of the Richmond Olympic Oval Corporation to be held on May 20, 2014 following the General Purposes meeting at the Richmond City Hall. Appendix A Notice of AGM, to be sent at least 10 days prior to the AGM to: • the City; • each member of the Board; and • the auditors Appendix B 2013 Audited Financial Statements Appendix C Consent Resolutions of the Shareholder, consenting to the resolutions required to be passed at the AGM, including: • The appointment of Directors • The appointment of Auditors Appendix D Notice of Appointment of Auditor AppendixE 2013 Annual Report George Duncan Chief Administrative Officer GD:1c Att.5 4222498 CNCL - 5 ~mond (Special) APPENDIX A RICHMOND OLYMPIC OVAL CORPORATION Notice of Annual General Meeting CNCL - 6 (Special) CNCL - 7 (Special) APPENDIX B RICHMOND OLYMPIC OVAL CORPORATION 2013 Audited Financial Statements CNCL - 8 (Special) Financial Statements of RICHMOND OLYMPIC OVAL CORPORATION Year ended December 31, 2013 CNCL - 9 (Special) ABCD KPMG LLP Telephone (604) 527-3600 Chartered Accountants Fax (604) 527-3636 Metrotower II Internet www.kpmg.ca Suite 2400 - 4720 Kingsway Burnaby BC V5H 4N2 Canada INDEPENDENT AUDITORS' REPORT To the Shareholder of Richmond Olympic Oval Corporation We have audited the accompanying financial statements of Richmond Olympic Oval Corporation, which comprise the statement of financial position as at December 31, 2013, the statements of operations, changes in net financial assets (debt) and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian public sector accounting standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform an audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of Richmond Olympic Oval Corporation as at December 31, 2013 and its results of operations, its changes in net financial assets (debt) and its cash flows for the year then ended in accordance with Canadian public sector accounting standards. Chartered Accountants April 23, 2014 Burnaby, Canada KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliatedCNCL with KPMG International- 10 Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services (Special)to KPMG LLP. RICHMOND OLYMPIC OVAL CORPORATION Statement of Financial Position December 31, 2013, with comparative information for 2012 2013 2012 Financial Assets