ANNUAL GENERAL MEETING 2009 Information Booklet

Transcription

1 British Columbia Used Oil Management Association ANNUAL GENERAL MEETING 2009 Information Booklet Ramada Plaza & Conference Centre June 8, 11:00 am Summit Room North Parallel Road Abbotsford, British Columbia V3G 2C6

2 Table of Contents Notice of Annual General Meeting.. 3 Agenda. 4 Information & Rules of Order. 5 Minutes of June 9, 2008 Annual General Meeting.. 7 Appointment of Auditors. 11 Amendment of Membership Agreements and Bylaws..12 Board of Directors 15 Nomination Form. 16

3 BRITISH COLUMBIA USED OIL MANAGEMENT ASSOCIATION (the "Association") Annual General Meeting of Members NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Members of the Association will be held in Abbotsford, British Columbia, on Monday June 8, 2009 at the hour of 11:00 a.m. for the following purposes: 1. to receive the report of the Chairman; 2. to receive the report of the Treasurer; 3. to appoint Auditors; 4. to amend the Membership Agreement and Bylaws 5. to elect Directors; and 6. the transaction of such further and other matters as may properly be brought before the meeting or any adjournment thereof. The location of the Annual General Meeting is: Ramada Plaza & Conference Centre Summit Room North Parallel Road Abbotsford, British Columbia V3G 2C6 DATED at the City of Vancouver, in the Province of British Columbia, this 14 th day of May, AS APPROVED BY THE BOARD Per: David Schick, Chair

4 British Columbia Used Oil Management Association ANNUAL GENERAL MEETING Monday June 8, 2009 at 11:00 AM Ramada Plaza & Conference Centre Summit Room North Parallel Road Abbotsford, British Columbia V3G 2C6 AGENDA 1. WELCOME 2. CALL TO ORDER and INTRODUCTION OF BOARD and GUESTS 3. CONSTITUTION OF MEETING 4. RULES OF ORDER 5. APPROVAL OF AGENDA 6. APPROVAL OF MINUTES OF JUNE 9, 2008 ANNUAL GENERAL MEETING 7. CHAIRMAN S REPORT 8. EXECUTIVE DIRECTOR S PROGRAM STEWARDSHIP REPORT 9. PUBLIC AWARENESS Grey Vancouver 10. TREASURER S REPORT AND RECEIPT OF 2008 AUDITED FINANCIAL STATEMENTS 11. APPOINTMENT OF AUDITORS 12. AMENDMENT OF MEMBERSHIP AGREEMENT AND BYLAWS 13. ELECTION OF BOARD OF DIRECTORS 14. CLOSING REMARKS 15. ADJOURNMENT Note: Lunch to follow the conclusion of the formal program

5 INFORMATION AND RULES OF ORDER 1. Information Welcome to the Annual General Meeting of the British Columbia Used Oil Management Association ("BCUOMA"). In order that the annual meeting may be both efficient and a satisfying experience for all Members, the following guidelines will be followed: (a) (b) (c) One voting card has been provided for each Member. Since some Members may have more than one representative present at the meeting, only the representative appointed by the Member will have the ability to vote on behalf of the Member. The appointed representative should register as such at the registration table; and all others in attendance shall register as guests at the registration table. When speaking to move or second a motion, or take part in discussions, the authorized representative of a Member should always begin by giving his or her own name and the Member name. This is important as these are required for the minutes of the meeting. Problems, complaints, or other matters of an isolated or individual interest should be dealt with by speaking to the appropriate BCUOMA personnel rather than placing them before the total meeting. If you have any questions or comments, please forward them to personnel at the registration table. 2. Rules of Order (a) (b) (c) (d) (e) Members must receive the consent of the Chair to place business before the meeting. The Chair should be addressed "Mister Chair". Only the authorized representatives of Members may move or second motions. Only Members may vote and only the authorized representative of the Member may vote on behalf of a Member: one Member - one vote. Ballots will be distributed only to authorized representatives. One ballot will be provided to all Voting Members for the election of the directors by the Voting Members. Substantive motions must be presented to the meeting in the form of a resolution as requested by the Chair. With the Chair's consent, non-substantive motions, such as motions of courtesy, may be submitted to the meeting. The Chair will determine if a motion is substantive or non-substantive

6 (f) (g) (h) (i) (j) (k) When a motion has been properly presented to the meeting the Chair will call for a mover and a seconder. The mover will be given the first opportunity to speak to the motion and the seconder the second opportunity. Discussion on the motion will be open to the floor. Designated representatives of Members may speak only once to each motion and once to each amendment. A mover or a seconder may close the debate. The Chair may make an exception in cases where a speaker has been asked to clarify information previously presented. All discussions must be relevant to the motion being debated. Speakers should state their points concisely and should refrain from repeating information that has previously been covered. A vote on a motion will be taken when the Chair determines that the discussion has ended. All votes on resolutions shall be counted votes and decided by the majority of votes, except for special resolutions, in which case the vote will be decided by threequarters majority of the Members present. Designated representatives of Members may require that a vote on a motion be conducted by poll. The suspension of these rules may occur only with the support of three-quarters majority of the Members present. Wainberg's Society Meetings and Rules of Order will be used in situations not covered by these rules. 3. Election of Directors In the event of a tie vote, the following shall apply: In the event the number of clear winners on the ballot are equal to or fewer than the positions open, then the winners on the ballot are declared elected. There shall be a re-ballot of the remaining nominees for the remaining positions (if any)

7 BRITISH COLUMBIA USED OIL MANAGEMENT ASSOCIATION ANNUAL GENERAL MEETING Held on June 9, 2008 Ramada Plaza & Conference Centre North Parallel Road, Abbotsford, BC MINUTES 1. Call to Order The meeting was called to order at 11:05 a.m. by David Schick, BCUOMA Chair. 2. Attendance In attendance were the following Members: Members: Baldwin Filters, represented by Lonnie Cole Canadian Tire Corporation Limited, represented by Doug Waldie Champion Laboratories, represented by Garnet Brimacombe Chevron Canada Limited, represented by David Schick Federated Cooperatives Limited, represented by Lonnie Cole Husky Energy Inc., represented by Richard Voyer Imperial Oil Ltd., represented by Ted Stoner Kia Canada, represented by Garnet Brimacombe Mr. Lube Canada Inc., represented by Garnet Brimacombe Penzoil Quaker State, represented by Ted Stoner Petro-Canada Lubricants, represented by Ted Stoner SC CLS Holdings ULC, represented by Garnet Brimacombe Shell Canada Products, represented by Ted Stoner UAP Inc., represented by David Schick United Farmers of Alberta Co-operative Limited, represented by Richard Voyer Wakefield Canada Inc., represented by Doug Waldie Directors: David Schick, Chair Doug Waldie Garnet Brimacombe Lonnie Cole Marvin Hunt Natalie Zigarlick (absent with regrets) Richard Voyer Susie Gimse (absent with regrets)

8 Guests: Rob Seidel Sharon Gaetz Brenda Hewko Marcella Ratzlaff Tim Johnson Linnaea Wiseman Amy Cheung Ron Driedger Davis LLP Union of BC Municipalities British Columbia Used Oil Management Association British Columbia Used Oil Management Associations Grey Vancouver BCUOMA Ambassador BCUOMA Ambassador British Columbia Used Oil Management Association 3. Chair and Secretary It was agreed David Schick would act as Chair of the meeting and Garnet Brimacombe would act as Secretary of the meeting. 4. Constitution of Meeting The Secretary reported on attendance. All of the Members have been notified in writing of the meeting and there being present 16 Voting Members, the Chair declared there was a quorum and the meeting was duly constituted for the transaction of business. 5. Rules of Order The Chair made note of the Rules of Order for the meeting, which were approved by the Board and distributed to each person prior to the meeting. 6. Approval of Agenda Upon motion made by Shell Canada Products (Ted Stoner) and seconded by Baldwin Filters (Lonnie Cole) and carried, it was resolved that the Agenda as circulated be adopted. 7. Approval of Minutes of May 14, 2007 Annual General Meeting Upon motion made by Husky Energy Inc. (Richard Voyer) and seconded by Imperial Oil Limited (Ted Stoner) and carried, it was resolved that the Minutes of the Members held on May 14, 2007 be taken as read, and be verified and approved. 8. Chairman s Report David Schick, BCUOMA s Chair, provided an overview of the past year of the BCUOMA program. Upon motion made by Federated Cooperatives Limited (Lonnie Cole) and seconded by Petro-Canada Lubricants (Ted Stoner) and carried, it was resolved that the report of the Chairman be received as presented

9 9. Recycling Program Stewardship Report Ron Driedger, BCUOMA s Executive Director, provided an overview of the programs over the past year and touched on some future initiatives for the BCUOMA Program. 10. Presentation on Public Awareness Tim Johnson of Grey Vancouver provided an overview of BCUOMA s Communication Strategy and introduced the two new BCUOMA summer ambassadors, Linnaea Wiseman and Amy Cheung. Included in the overview were advertising, promotion and public relations campaigns that are planned for the program in the upcoming months, including the continuation of the BCUOMA Ambassador Program. 11. Treasurer s Report and Receipt of 2007 Audited Financial Statement Ted Stoner, Acting on behalf of the Treasurer, presented the audited financial statements and the treasurer s report to the Membership. Upon motion made by Champion Laboratories (Garnet Brimacombe) and seconded by Baldwin Filters (Lonnie Cole) and carried, it was resolved that the Treasurer s Report be received as presented. Upon motion made by SC CLS Holdings ULC (Garnet Brimacombe) and seconded by Federated Cooperatives (Lonnie Cole) and carried, it was resolved that the financial statements be received as presented. 12. Appointment of Auditors On motion made by United Farmers of Alberta Co-operative Limited (Richard Voyer) and seconded by Wakefield Canada Inc. (Doug Waldie) and carried, it was resolved that the firm PricewaterhouseCoopers LLP be re-appointed as auditors of the Association for the 2008 fiscal year, at a remuneration and on terms to be established by the Directors of the Association. 13. Election of Board of Directors The Chair advised that it had received the following nominations: Don Hetherington, nominated by Mr. Lube Canada Inc., an Oil Retailer Non- Manufacturer; Lonnie Cole, nominated by Baldwin Filters Inc., a Filter Manufacturer Brand Owner; Richard Voyer, nominated by Husky Energy Inc., an Oil Manufacturer Brand Owner, CPPI Member; and Susie Gimse, nominated by the Union of British Columbia Municipalities, an elected official or an employee of a Municipality in British Columbia

10 The Chair advised that BCUOMA has received no further nominations for these positions. The Chair advised that, having received sufficient nominations, nominations were closed. The Chair also thanked Garnet Brimacombe, outgoing Board member, for his significant contribution over the past 5 years. The Chair declared the following persons nominated, elected as Directors by acclamation: 14. Adjournment Don Hetherington Lonnie Cole Richard Voyer Susie Gimse There being no further business to be concluded at this meeting, the Chair declared the meeting adjourned without motion at 11:45 a.m. Chair Secretary

11 APPOINTMENT OF AUDITORS The British Columbia Used Oil Management Association ( BCUOMA ) is recommending the following auditing firm: PricewaterhouseCoopers LLP

12 AMENDMENT OF MEMBERSHIP AGREEMENTS AND BYLAWS Proposed amendments requiring voting member approval are listed below: a. Membership Agreement a. It is resolved that the following clauses be revised to reflect the EHC remittances for out-of-province members or out-of-province sales: Clause 2.3 (d) If the Member is located outside of the province but sells to a wholesaler, jobber, retailer or end user located in British Columbia, the EHC is to be remitted to the Association. If the Member is located in the Province of British Columbia but sells to a wholesaler, jobber, retailer or end user that is located in another province with a similar used oil program, the EHC is to be remitted to the provincial authority responsible for the used oil program. Clause 3.5 Notwithstanding 3.3, and 3.4 the Association and the Member acknowledge and agree that if the Member is selling a Product to another Member in good standing, or is selling Product for use outside Canada or to a province with no used oil program, then no assessment or remittance of EHC is required in respect of that sale or supply. If the Member is selling Product for use in a province with a similar used oil program, the EHC is to be remitted to that provincial authority responsible for the used oil program. When Product moves between two or more Members, and there is a question about which one Member is responsible for remitting EHCs, the Members must between themselves agree in writing who shall be responsible for remittance of EHCs. Without evidence of such agreement, the Association shall be entitled to collect EHCs from any Member who has made a supply of a Product in British Columbia or from any Member from another jurisdiction supplying a Product to someone in British Columbia Clause 5.2 In the event of an audit the Member shall make available to the Association s auditors any and all records relating to the sale and/or supply of those Products for the Member s own use, sold or supplied in, or from a Member outside the province of British Columbia to someone in the province of British Columbia and remittances to the Association of the EHC and shall provide to the auditor any information respecting transactions relating to Product, provided that such records are reasonably required to perform an accurate audit. b. Clause 3.3 It is resolved that the small EHC remitters be allowed to remit annually by adding Clause 3.3 (1), to read: If the total of a Member s EHCs remitted in the 4 quarters of the previous calendar year is less than $2,000 and the Member has remitted all EHCs due to the Association in a manner and time satisfactory to the Association, then the Member shall have the option of providing the Association with notice in writing in the first quarter of the current calendar year that it shall make remittance of the EHCs for the current calendar year on an annual basis. In such event the remittance of the EHCs for the calendar year shall be remitted to the Association within 30 days of the end of the calendar year. The remittance to the association shall be in the form and fashion

13 of the Association s Environmental Handling Charge Payment Schedule Remittance Form as amended from time to time by the Association. c. Clause 4.1 It is resolved that the following term be added to the Record Keeping requirement: If requested by the Association, the Member is to provide a record of all EHC sales and/or supplies of Product based on point of destination. d. Clause 5.3 It is resolved that the member with a poor performance in remitting EHCs also be required to pay for the cost of a compliance review audit and an administrative fee: Where the Association has reason to believe the Member has under-remitted EHC to the Association, in an amount in excess of $ for any period, or if previous audits have shown a Member has poor performance in accurately remitting their EHCs and has repeatedly failed to comply with the terms of an EHC Compliance Review Letter, then the Member shall, in addition to any other liability at law, be liable to pay the Association immediately the following: i. The EHC due; ii. iii. The costs of the audit; and 20% of the EHC due by way of an administrative fee to the association. e. Clause It is resolved that the second sentence of Clause 2.5 be revised to give more flexibility as to whether a closing compliance review audit is undertaken: Upon receipt of notice the Association may require a closing audit of the Member, and the Association will forthwith advise the Director. f. Clause It is resolved that the list of all members to be provided via the website: The Association will provide Members with a current website list of all Members in good standing of the Association and generally cooperate with Members so as to facilitate easy identification of Members of the Association. g. Appendix 2 - Environmental Handling Charge (EHC) Payment Schedule - Amount of EHC It is resolved that the EHC on oil containers be revised from $0.05/litre of container to $0.10/litre of container and that the EHC on oil filters be revised from $0.50 for a filter less than 203 mm to $0.55 and for a filter 203 mm or greater the EHC be revised from $1.00 to $1.25. h. Appendix 3 - Environmental Handling Charge Payment Schedule Remittance Form It is resolved that the same changes to the EHCs as approved for Appendix 2 above be also approved for the Payment Remittance Schedule in Appendix

14 i. Bylaws a. Clause 3.1 It is resolved that the following revision be made to reflect the change in the number of directors: A Board of up to nine (9) Directors shall manage the affairs of the Association. b. Clause 3.3 (f) It is resolved that the following addition be made to reflect the change in Board Structure: In the event the Ministry of Environment elects to be represented on the Board, one (1) ex-officio Director appointed by the Minister of Environment

15 BOARD OF DIRECTORS Current Board of Directors Dave Schick, Chair, Chevron Canada Limited Don Hetherington, Mr. Lube Canada Inc. Lonnie Cole, Baldwin Filters Ted Stoner, Secretary, Canadian Petroleum Products Institute (CPPI) Rick Voyer, Husky Energy Inc. Doug Waldie, Canadian Tire Natalie Zigarlick, Treasurer Jared Wright, UBCM Election of Board of Directors ( Term) Please be advised that the terms of the following BCUOMA Directors will expire at the June 8 th, 2009 Annual General Meeting: Dave Schick, Chevron Canada Limited. (Oil Manufacturer Brand Owner Sector CPPI Member) Doug Waldie, Canadian Tire (Oil Manufacturer Brand Owner Sector Non-CPPI Member) Ted Stoner, Canadian Petroleum Products Institute (Oil Manufacturer Brand Owner Sector CPPI or Non-CPPI Member) Natalie Zigarlick (Public at Large) Dave Schick, Ted Stoner, Doug Waldie, and Natalie Zigarlick will be standing for re-election at the June 8 th, 2009 AGM for a two-year term to expire at the AGM to be held in Nominations Article 3.3 of BCUOMA s By-laws requires that the Board of Directors shall be elected by the Voting Members of the Association and shall be nominated from the industry groups as outlined above. Article 3.4 of BCUOMA s By-laws requires that nominations for the positions described above be received in the BCUOMA office ten (10) days prior to the AGM. If you wish to nominate someone, please compete the following nomination form and return it to the BCUOMA Administration Office on or before May 28,

16 NOMINATION TO THE BOARD OF DIRECTORS The undersigned hereby nominates the following person as a Director of the British Columbia Used Oil Management Association ("BCUOMA") Board of Directors. This nomination is subject always to confirmation with the nominated party allowing his/her name to stand for nomination. Directorship positions are for two (2) year terms. Nomination for the position of Director (check applicable sector): Oil Manufacturer Brand Owner Sector One (1) Director nominated by CPPI member companies Oil Manufacturer Brand Owner Sector One (1) Director nominated by Non-CPPI member companies Oil Manufacturer Brand Owner Sector One (1) Director nominated by either CPPI or non-cppi member companies Public at Large (Non-Government Sector) One (1) Director Name of Nominee Address Phone Dated this day of, 2009 at, Name of Nominating Party: Signature of Authorized Delegate: ********************************************************************************************* I have been advised that I have been nominated for the position of Director of the British Columbia Used Oil Management Association ("BCUOMA") and am agreeable to allowing my name to stand for appointment to the Board of Directors. Dated this day of, 2009 at, Name of Nominee: Signature: PLEASE RETURN COMPLETED NOMINATION FORM BY FAX OR MAIL TO: British Columbia Used Oil Management Association Administrative Office Suite 1050, Scotia Tower 1, Jasper Avenue Edmonton, Alberta T5J 3R8 Fax: (780)

17 Thanks for making a difference.