June 6, 2016 - Agenda (Special)

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:

Monday, June 6, 2016

Time:

4:00 p.m
(Immediately following recessed Closed Special Council Meeting)

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

RICHMOND OLYMPIC OVAL

1.

UNANIMOUS CONSENT RESOLUTIONS OF THE SHAREHOLDER OF RICHMOND OLYMPIC OVAL CORPORATION
(File Ref. No.: 01-0060-20-ROVA1, Xr: 03-1200-09 ) (REDMS No. 5024576; 5030774; 5031485)

CNCL-6

See Page CNCL-6 for AGM Material

CNCL-34

See Page CNCL-34 for ROO 2015 Annual Report

RESOLVED THAT:

(1)

the Shareholder acknowledges and confirms the previous receipt of financial statements of the Company for the period from January 1, 2015 to December 31, 2015, together with the auditor’s report on such financial statements, which financial statements were approved by the Company’s board of directors on April 28, 2016 and presented to the Shareholder at the Finance Committee meeting of Richmond City Council on May 9, 2016;

(2)

Subject to paragraph 3. below, the Articles of the Company be amended by:

(a)

deleting Article 13.2 and substituting therefore the following as a new Article 13.2:

“13.2 Composition of the Board

As soon as is reasonably practicable after these Articles come into effect and thereafter, the Company’s board of directors will have a number of directors determined, from time to time, by an ordinary resolution of the shareholders, except that the number so determined must be not less than three and not more than 13 directors, and the directors will be persons determined by the shareholders to have the skills, competencies and experience necessary to fulfill their obligations to the Company.”

(b)

deleting Article 13.3 and substituting therefore the following as a new Article 13.3:

“13.3 Director Position Vacancies

The number of Directors and composition of the board is determined by Article 13.2.  Subject to Articles 13.2, 14.4.1 and 14.6.1, the shareholders will, subject to the Business Corporations Act, remove, elect or appoint the directors as necessary to maintain in place a board that meets the size and composition requirements of Article 13.2.”

(c)

adding immediately after Article 14.4 the following as a new Article 14.4.1:

“14.4.1 Additional Directors

Notwithstanding Articles 13.2 and 13.3, between annual general meetings, or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.4.1 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.4.1.  Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1, but is eligible for re-election or re-appointment.”

(d)

adding immediately after Article 14.6 the following as a new Article 14.6.1:

“14.6.1 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.”

(3)

the amendments to the Company's Articles approved herein shall take effect upon deposit of both a copy of this resolution duly signed by an authorized signatory of the City of Richmond; AND a written consent to these amendments from the office of the Inspector of Municipalities, at the Company's records office;

(4)

in accordance with Article 14.1 of the Company’s Articles, the persons whose names will be announced at this Annual General Meeting; and each of whom has consented 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 of appointment of directors at the annual general meeting held in 2018:

[Director Names to be forwarded from the Closed Special Council Meeting]

Name

Term

(1)

___________________

_____

(2)

___________________

_____

(3)

___________________

_____

(4)

___________________

_____

(5)

___________________

_____

(6)

___________________

_____

(7)

___________________

_____

(8)

___________________

_____

(9)

___________________

_____

(10)

___________________

_____

(11)

___________________

_____

(5)

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;

(6)

the 2015 Annual Report of the Company is hereby received; and

(7)

June 6, 2016 be and is hereby selected as the annual reference date for the Company for its current annual reference period.

LULU ISLAND ENERGY COMPANY LTD.

2.

UNANIMOUS CONSENT RESOLUTIONS OF THE SHAREHOLDER OF lulu island energy company ltd.
(File Ref. No.: 01-0060-20-LIEC1, Xr: 03-1200-08) (REDMS No. 4572574)

CNCL-92

See Page CNCL-92 for AGM Material

CNCL-96

See Page CNCL-96 for LIEC 2016 Annual Report

RESOLVED THAT:

(1)

the shareholder acknowledges that the financial statements of the Company for the period ended December 31, 2015, and the report of the auditors thereon, have been provided to the shareholder in accordance with the requirements of the British Columbia Business Corporations Act;

(2)

all lawful acts, contracts, proceedings, appointments and payments of money by the directors of the Company since the last annual reference date 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)

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 until the next annual general meeting of the Company or unanimous resolutions consented to in lieu of holding an annual general meeting, or until their successors are appointed:

Cecilia Maria Achiam

Jerry Ming Chong

George Duncan

Robert Gonzalez

John David Irving

(5)

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

(6)

April 30, 2016 is hereby selected as the annual reference date for the Company for its current annual reference period.

ADJOURNMENT