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A Free Weekly Publication Serving All of Beaver County Wednesday,February August 3,162022, 15,15Issue 317 Wednesday 2022Volume Volume Issue
Beaver County votes on Claystone AGM resolutions Patricia Harcourt Beaver County Council expressed concerns over some of the resolutions brought forward by Claystone Waste Ltd. during a county meeting in March. The resolutions were part of the corporation’s agenda for the annual general meeting taking place at a later date. With the county’s concerns, however, the AGM had to be postponed pending answers wanted by county council before approving them. Claystone used to be called Beaver Municipal Solutions (BMS) prior to its incorporation as a business entity instead of a municipally controlled regional waste site. The new entity is controlled by a board of directors, but the shareholders are still made up of the five municipalities that used to govern BMS through a Beaver Regional Waste Management Services Commission. The incorporation process into Claystone had been a long, drawn out affair due at that time to many concerns expressed by the county about the transition of the municipally owned landfill into a corporation. A year into the new board, resolutions were proposed by the board for all five municipalities to approve. The four other urban shareholder municipalities did approve them but when it was the county’s turn in March the process slowed down. CAO Kayleena Spiess outlined the situation stemming from the March 18 meeting. “County Council expressed concerns regarding some of the agenda items and the May 18 annual general meeting (of Claystone directors) was subsequently recessed to provide council more time for review.” The AGM is now rescheduled to reconvene on August 25. “The board will be seeking the shareholders’ votes on the following matters.” It is the chief administrative officers (CAOs) of each municipality that will attend the AGM and vote on behalf of the wishes of their own municipalities. “Councils direct the CAOs regarding the votes via motions passed at their respective council meetings,” she stated, in her report to council. She further explained: “Either majority consent or required consent is required for motions to pass.” Majority consent was defined as at least two shareholders making up at least 50 per. cent of the voting shares. Required consent is defined as at least two shareholders representing 75 per cent of the voting shares. She noted that council had some time to consider the motions proposed after the Claystone board tabled the items “giving council time to address the concerns.” Council then proceeded to address the proposed motions starting with the one concerning financial statements. Spiess said council had received additional information and she recommended approval of the item proposed by the Claystone board to the Unanimous Shareholders Agreement (USA). A motion by Councillor Dale Pederson (Division 5) was passed by council that approved the changing of the financial statements being
approved by shareholders to a presentation to shareholders provided for information only. The shareholders would no longer have approval status for the statements. Another motion made by Councillor Barry Bruce (Division 4) was passed which approved a change to the definition of ‘material change’ in the USA. Spiess said that the amendment aligns the document with that of the Municipal Government Act. She added that the county got a legal opinion on what the definition of ‘material change’ would be and the legal opinion “had no issue with it.” The third item passed but was a split vote with Reeve Kevin Smook (Division 1) and Deputy Reeve Gene Hrabec (Division 3) opposed. The vote concerned Claystone Waste’s ‘flexibility in investment’ clause. Claystone board developed an investments policy providing more flexibility in the investment of funds which requires approval. Spiess recommended approval with the reason that the Limited Partnership Agreement restricted Claystone’s ability to make investments to only those outlined in the MGA. The kinds of investments under the new policy “would be more than what was allowed before,” she said, adding the legal opinion also had “no issue” with it. Hrabec said he wanted to see this new policy before approving it, and wouldn’t be supporting the motion as it stands. “I want to know what the policy will say,” he said, noting the policy is due for further amendment in August. “I would agree that I want more clarity on this one myself,” said Smook. But Division 2 Councillor Lionel Williams disagreed. “Even if we haven’t seen the policy, it’s outlined in here (the agenda package) pretty good as to what they’re going to do,” he said. “I have no doubt they will do exactly what they say.” Pederson agreed that the proposed amendment “got its point across,” and that council’s concerns will be addressed. The motion to agree with the change regarding investments was passed with Williams, Bruce and Pederson in favour and Smook and Hrabec opposed. The fourth item concerned a change in proportionate shares. Claystone states there is an inconsistency in the USA and LPA (Limited Partnership Agreement) regarding the distribution of partnership units. LPA uses the change in population distribution every four years, while USA refers to the changes based on each census. The Claystone board wants the LPA to refer to a change in proportionate shares based on the population census. This was approved by council following a motion by Hrabec. The fifth item was tabled following a recommendation from Spiess to wait until she meets with other CAOs of
local municipalities. The item regards the creation of another investment policy, which Spiess said had yet to be developed by Claystone. The Claystone Trustee Association is composed of the CAOs of each of the five shareholder municipalities. It is in charge of investing reclamation funds. The trust agreement restricts its ability to invest as outlined in the MGA. Claystone wants this agreement amended so investments would be according to a trust board policy instead of being based on the MGA. However, this policy has not been developed yet. “In accordance with the county’s legal opinion, administration recommends that council exercise caution with this decision,” stated Spiess, in. her report. “The risk associated with unwise investment decisions could have a serious financial impact on the shareholder (municipalities). After speaking to Claystone, she recommended “cancelling it for the time being,” with “no need to vote on this” at the council meeting. After she has met with her fellow CAOs, Spiess said she would bring more information back to council. Smook wished to vote on it to have a record of council’s direction but Spiess felt it “would be risky to vote on it now.” Smook also wished to provide direction to Spiess before she meets with the other CAOs representing the other shareholder municipalities. Spiess replied that she was “unsure of the process” going forward but her understanding was that a draft document would be brought back to the municipalities after the CAOs have their meeting. “I would explain it Continued on Page BCC3
gathering of the
clans Highland Festival Saturday, August 20 Sedgewick, AB GENERAL SCHEDULE 10am - Gates Open 11am - Opening Ceremonies 11:30am - Scheduled Entertainment Begins (including heavy events) 3:30pm - Closing Ceremonies & Mass Band 5pm p - Pigg Roast Supper pp 7:30pm p - Ceillidh (dance) ( )
ALL DAY PACKAGE TICKETS MUST BE PURCHASED BEFORE AUGUST 10. Pig Roast Supper exclusively available in the All Day Package
www.flagstaffscottishclub.com/gotchf