Special Shareholder Meeting – AGENDA City of Guelph – Council Chambers August 13, 2014 - 6:00 p.m. to 8:00 p.m. Attachments: A. Resolutions B. June 16, 2014 Shareholder Meeting Minutes C. Report from CEO (with Schedules A – F) # ITEM TIME ACTION LEAD Attmt(s) 1. Agenda Approval 6:00 Standing Chair A. 2. Declaration of Pecuniary Interest or Conflict of Interest Standing Chair 3. GMHI Shareholder Meeting Minutes • June 16, 2014 6:05 Approve Chair B. 4. Introduction of GMHI CEO 6:10 Chair/CEO 5. GMHI Restructuring • Report from CEO • Business Case Study (Schedule A) • Shareholder Declaration (Schedule C) • Organizational By-law (Schedule E) 6:15 Receive Approve Approve Approve CEO C. Recess to Closed Session • Municipal Act, 2001, S. 239 (2) (b) personal matters about an identifiable individual, including municipal or local board employees 7:30 Resume Open Session 7:45 6. Appointment of Directors 7:45 7. Adjourn 8:00
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SHAREHOLDER DECLARATION - City of Guelph · Shareholder agenda is approved. Moved, Seconded and Carried. 2. Declaration of Pecuniary Interest or Conflict of Interest None declared.
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Special Shareholder Meeting – AGENDA
City of Guelph – Council Chambers
August 13, 2014 - 6:00 p.m. to 8:00 p.m.
Attachments:
A. Resolutions
B. June 16, 2014 Shareholder Meeting Minutes
C. Report from CEO (with Schedules A – F)
# ITEM TIME ACTION LEAD Attmt(s)
1. Agenda Approval 6:00 Standing Chair A.
2. Declaration of Pecuniary Interest or
Conflict of Interest
Standing Chair
3. GMHI Shareholder Meeting Minutes • June 16, 2014
6:05 Approve Chair B.
4. Introduction of GMHI CEO
6:10 Chair/CEO
5. GMHI Restructuring
• Report from CEO
• Business Case Study (Schedule A)
• Shareholder Declaration (Schedule C)
• Organizational By-law (Schedule E)
6:15 Receive
Approve
Approve
Approve
CEO
C.
Recess to Closed Session
• Municipal Act, 2001, S. 239 (2) (b) personal
matters about an identifiable individual,
including municipal or local board
employees
7:30
Resume Open Session 7:45
6. Appointment of Directors 7:45
7. Adjourn 8:00
Attachment A
1
Report to Shareholder (Open)
Date of Meeting:
August 13,
2014
RE: Resolutions
GMHI Shareholder Minutes
RESOLVED that:
The Minutes of the GMHI Annual General Meeting (open and closed session)
of the Shareholder held June 16, 2014 be approved.
BUSINESS CASE STUDY
RESOLVED that:
The Business Case Study dated July 22, 2014 is approved and adopted by
the City as required pursuant to subsection 6(d) of O.Reg.599/06 under the Municipal Act, 2001.
AMALGAMATION
WHEREAS:
Guelph Hydro Inc. (the "Subsidiary") is a wholly-owned subsidiary of Guelph Municipal Holdings Inc (the “Corporation “).
AND WHEREAS:
The Corporation has agreed to amalgamate with its Subsidiary pursuant to subsection 177(1) of the Business Corporations Act (Ontario) (the "Act").
THEREFORE, it is resolved that:
Attachment A
2
1. The amalgamation of the Corporation with its Subsidiary pursuant to
subsection 177(1) of the Act is approved;
2. Any officer or director of the Corporation is authorized and directed to sign the Articles of Amalgamation for and on behalf of the Corporation
and to file them with the Director appointed under the Business Corporations Act (Ontario);
3. The Board of Directors of the Corporation is hereby authorized to
revoke this special resolution without further approval of the sole shareholder of the Corporation at any time prior to the endorsement
by the Director under the Business Corporations Act (Ontario), of a
certificate of amalgamation of articles in respect of the amalgamation referred to above.
SHAREHOLDER DECLARATION
RESOLVED that:
The Shareholder Declaration dated August 13, 2014 between the City and the amalgamated corporation is approved and shall be effective on the date
the Articles of Amalgamation are filed with the Director appointed under the Business Corporations Act (Ontario).
AND that:
The CAO of the City, as the Shareholder’s Representative, is directed to execute and deliver the Shareholder Declaration to the amalgamated
corporation upon the filing of the Articles of Amalgamation with the Director appointed under the Business Corporations Act (Ontario).
ORGANIZATIONAL BY-LAW
RESOLVED that:
The Organizational By-law (By-law # 1) approved by resolution of the Board of Directors of GMHI on July 29, 2014 is approved.
Attachment B
Annual General Meeting of the Shareholder June 16, 2014 Page 1 of 5
2013 Annual General Meeting of the Shareholder Minutes of Meeting – Monday, June 16, 2014 at 6:00 P.M.
Guelph City Hall, Council Chambers
PRESENT SHAREHOLDERS K. Farbridge (Chair) B. Bell C. Guthrie
J. Furfaro G. Kovach I. Findlay L. Piper K. Wettstein (Director) M. Laidlaw J. Hofland (Director) T. Dennis (Director) A. Van Hellemond
BOARD
T. Sehl
STAFF A. Pappert D. Jaques A. Horsman J. Surgeoner R. Kerr
GUESTS B. Cowan (Vice-Chair, Guelph Holdings Inc.)
ABSENT L. Burcher (Director)
ITEM COMMENTS RESPONSIBILITY & FOLLOW-UP
1. Welcome and Agenda Approval
Motion to approve the agenda. The GMHI Annual General Meeting of the Shareholder agenda is approved. Moved, Seconded and Carried.
2. Declaration of Pecuniary Interest or Conflict of Interest
None declared.
3. GMHI Shareholder Meeting Minutes
Motion to approve. The Minutes of the GMHI Annual General Meeting (Open Session) of the Shareholder held July 10, 2013, as amended, are approved.
Attachment B
Annual General Meeting of the Shareholder June 16, 2014 Page 2 of 5
Moved, Seconded and Carried.
4. GMHI Annual Report to the City
The Chair advised that the 2013 GMHI Annual Report would be available to the public on June 17, 2014. The Chair reviewed the history of GMHI and the Business Activities of GMHI in 2013, including the ongoing development of energy assets, creation of a development company, the development of an independent management team and the monitoring of mergers and acquisitions in the LDC industry. The Chair congratulated GHI for its excellent 2013 Sustainability Report, which is available publically, and introduced Brian Cowan, the Vice-Chair of the Guelph Hydro Inc. Board. The Chair introduced Ted Sehl, the existing community member of the GMHI Board. On behalf of the GMHI Board, Officers and Staff, the Chair thanked the Shareholder for its continued support. Councillor Piper requested information from GHI regarding GHESI’s standing of fourth out of 76 utilities in energy conservation, in particular, Brian Cowan agreed to provide this information. Councillor Hofland received information from Brian Cowan regarding any trends in conservation that are being observed as a result of the smart meter installation.
ACTION: Brian Cowan to provide information about the energy conservation rankings, specifically, what is the difference in the amount of energy conservation savings between Guelph and the first ranked city and what would it take for Guelph to be ranked first.
Attachment B
Annual General Meeting of the Shareholder June 16, 2014 Page 3 of 5
Motion The Compensation Report from the Board of Directors of GMHI regarding the activities of GMHI in 2013 be received. Moved, seconded and carried Motion The Compliance Report from the Board of Directors of GMHI dated May 29, 2014 regarding the activities of GMHI in 2013 be received. Moved, seconded and carried.
5. Audited 2013 Financial Statements
The CFO provided an explanation of his report regarding the inability to produce an audit of the consolidated GMHI financial statements. There was a discussion regarding the implications of receiving unconsolidated statements. The CFO advised that this issue would be explored further with the auditors. The CFO confirmed that the auditors for both the City and GHI were selected through an RFP process. Motion: In lieu of an audit of the consolidated 2013 financial statements of GMHI as required by IFRS 10, the 2013 unconsolidated audited financial statements shall be presented to the Shareholder with an
Attachment B
Annual General Meeting of the Shareholder June 16, 2014 Page 4 of 5
accompanying special report on the audit of the GMHI financial statements by Deloitte. Moved, seconded and carried. The CFO introduced the financial statements. Councillor Bell questioned the deficit showing on the income statements and how this was being funded. Jade Surgeoner advised that on a cash flow basis, this deficit was being funded from the money GMHI received in 2013 from the sale of 777 shares of GMHI to the City and confirmed this constituted a dilution of share value. Motion The 2013 audited, unconsolidated GMHI Financial Statements and auditor’s report are received. Moved, seconded and carried.
6. Recess into Closed Session
Motion to move into closed session. Moved, Seconded and Carried.
Resumption of Open Session
The meeting resumed at 7:00 p.m.
Report from Closed Session
Motion That Council rise and report back in open session on the approval of the following items: Confirmation of the closed minutes held on July 10, 2013 and April 28, 2014 The appointment of auditors; and
Attachment B
Annual General Meeting of the Shareholder June 16, 2014 Page 5 of 5
The amalgamation of GHI and GMHI and communications for that purpose Moved, seconded and carried.
Closing Remarks The Chair thanked GMHI staff and officers for their hard work on the AGM. The Chair made closing remarks.
Adjourn Motion to Adjourn. That the 2013 GMHI Annual General Meeting of the Shareholder be adjourned. Moved, Seconded and Carried. Annual General Meeting adjourned at 7:05 p.m.
Page 1
Minutes of Guelph City Council as Shareholders of Guelph Municipal Holdings Inc.
Held in the Council Chambers, Guelph City Hall on Monday, June 16, 2014 at 6:00 p.m.
DRAFT MINUTES – SUBJECT TO CONFIRMATION
Attendance Council: Mayor Farbridge Councillor J. Hofland
Councillor B. Bell Councillor M. Laidlaw (arrived at 6:02 p.m.) Councillor T. Dennis Councillor G. Kovach (arrived at 6:07 p.m.)
Councillor L. Piper Councillor I. Findlay Councillor A. Van Hellemond Councillor J. Furfaro
Councillor K. Wettstein Councillor C. Guthrie
Regrets: Councillor L. Burcher
Staff: Ms. A. Pappert, Chief Administrative Officer
Mr. A. Horsman, Executive Director, Finance & Enterprise
Ms. D. Jaques, General Manager of Legal & Realty Services/City Solicitor Mr. R. Kerr, Corporate Manager, Community Energy
Ms. J. Surgeoner, Acting Manager Financial Reporting & Accounting/Senior Financial Analyst, Financial Reporting Mr. S. O’Brien, City Clerk
Ms. G. van den Burg, Council Committee Coordinator
Others Mr. T. Sehl, Director of GMHI Present: Mr. B. Cowan, Vice Chair of the Board of GHI
Call to Order (6:00 p.m.)
Mayor Farbridge called the meeting to order. Disclosure of Pecuniary Interest and General Nature Thereof
There were no disclosures.
Approval of Agenda
1. Moved by Councillor Bell Seconded by Councillor Hofland
That the open meeting agenda for the Special Council Meeting held on June 16, 2014 be approved.
VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie,
Hofland, Piper, Van Hellemond and Wettstein (10)
June 16, 2014 Guelph City Council Meeting
Page 2
VOTING AGAINST: (0)
CARRIED Confirmation of Minutes
2. Moved by Councillor Dennis
Seconded by Councillor Van Hellemond
That the open minutes of the Special Council Meeting held on July 10, 2013 be
confirmed, as amended.
VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie, Hofland, Piper, Van Hellemond and Wettstein (10)
VOTING AGAINST: (0) CARRIED
Councillor Laidlaw arrived at 6:02 p.m.
Councillor Kovach arrived at 6:07 p.m. Consent Reports
The following matters were considered:
GMHI-2014.1 Report on Compensation for Directors for 2013
3. Moved by Councillor Furfaro Seconded by Councillor Hofland
That the Compensation Report from the Board of Directors of GMHI regarding the
activities of GMHI in 2013, be received.
VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie,
Hofland, Kovach, Laidlaw, Piper, Van Hellemond and Wettstein (12) VOTING AGAINST: (0)
CARRIED
GMHI-2014.2 Compliance Report
4. Moved by Councillor Kovach
Seconded by Councillor Laidlaw
That the Compliance Report from the Board of Directors of GMHI dated May 29, 2014
regarding the activities of GMHI in 2013, be received. VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie,
Hofland, Kovach, Laidlaw, Piper, Van Hellemond and Wettstein (12) VOTING AGAINST: (0)
CARRIED
June 16, 2014 Guelph City Council Meeting
Page 3
GMHI-2014.3 Report from the Chief Financial Officer 5. Moved by Councillor Hofland
Seconded by Councillor Dennis
That in lieu of an audit of the consolidated 2013 financial statements of GMHI as required by IFRS 10, the 2013 unconsolidated audited financial statements shall be presented to the Shareholder with an accompanying special report on the audit of the GMHI financial
statements by Deloitte.
VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie, Hofland, Kovach, Laidlaw, Piper, Van Hellemond and Wettstein (12)
VOTING AGAINST: (0) CARRIED
GMHI-2014.4 Receipt of GMHI Financial Statements
6. Moved by Councillor Bell Seconded by Councillor Hofland
That the 2013 audited, unconsolidated GMHI Financial Statements and auditor’s report, be received.
VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie, Hofland, Kovach, Laidlaw, Piper, Van Hellemond and Wettstein (12)
VOTING AGAINST: (0) CARRIED
Authority to Resolve into a Closed Meeting of Council
7. Moved by Councillor Piper
Seconded by Councillor Findlay That the Council of the City of Guelph now hold a meeting that is closed to the public,
pursuant to Section 239 (2) (b) and (a) of the Municipal Act, with respect to:
b) personal matters about an identifiable individual, including a matter in respect of which a Council, Board, Committee or other body may hold a closed meeting under another Act.
a) security of the property of the municipality or local board in regards to the
governance of Guelph Municipal Holdings Inc.
CARRIED
June 16, 2014 Guelph City Council Meeting
Page 4
Closed Meeting (6:24 p.m.)
The following confidential matters were considered:
Confirmation of Closed Meeting Minutes held July 10, 2013 & April 28, 2014
C.GMHI-2014. 3 Appointment of Auditors C.GMHI-2014.4 Amalgamation of GHI and GMHI and Communications for that
Purpose
Rise and Report from Closed Meeting (6:59 p.m.)
Open Meeting
Council reported back from its closed meeting as follows:
Confirmation of Closed Meeting Minutes
8. Moved by Councillor Dennis
Seconded by Councillor Hofland
That the closed minutes of the Special Council Meeting held on July 10, 2013 and April
28th, 2014 be confirmed as amended.
VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie, Hofland, Kovach, Laidlaw, Piper, Van Hellemond and Wettstein (12) VOTING AGAINST: (0)
CARRIED
C.GMHI-2014. 3 Appointment of Auditors
9. Moved by Councillor Dennis
Seconded by Councillor Kovach
1. That the recommendation of the GMHI Board of Directors regarding the appointment
of auditors for GHI and its Subsidiaries and GMHI be received; and
2. That KPMG LLP be appointed as auditors for Guelph Hydro Inc. and its Subsidiaries
for its 2014 fiscal year; and
3. That KPMG LLP be appointed as auditors for Guelph Municipal Holdings Inc. for its
2014 fiscal year.
June 16, 2014 Guelph City Council Meeting
Page 5
VOTING IN FAVOUR: Mayor Farbridge, Councillors Bell, Dennis, Findlay, Furfaro, Guthrie,
Hofland, Kovach, Laidlaw, Piper, Van Hellemond and Wettstein (12) VOTING AGAINST: (0)
CARRIED
C.GMHI-2014.4 Amalgamation of GHI and GMHI and Communications for that
Purpose 10. Moved by Councillor Guthrie
Seconded by Councillor Laidlaw
That the recommendations related to the amalgamation of GHI and GMHI, in principle, be approved.
VOTING IN FAVOUR: Mayor Farbridge, Councillors, Dennis, Findlay, Furfaro, Guthrie, Hofland, Kovach, Laidlaw, Piper, Van Hellemond and Wettstein (11)
VOTING AGAINST: Councillor Bell (1) CARRIED
Adjournment (7:01 p.m.)
11. Moved by Councillor Hofland
Seconded by Councillor Furfaro
That the meeting be adjourned.
CARRIED
__________________________ Mayor Farbridge
__________________________ Stephen O’Brien - City Clerk
1
Attachment C
TO City Council – As Shareholder of GMHI SERVICE AREA Guelph Municipal Holdings Inc. DATE August 13, 2014 SUBJECT Restructuring of GMHI
REPORT NUMBER GMHI-03-2014
EXECUTIVE SUMMARY
PURPOSE OF REPORT This report contains the documents required to support the corporate and governance restructuring of GMHI and Guelph Hydro Inc. (GHI). In particular, the report:
1. Presents the Business Case Study supporting the request by the GMHI Board for approval by the City of the amalgamation of GMHI and GHI;
2. Provides details of a new Shareholder Declaration between the City and the amalgamated corporation; and,
3. Requests approval by the Shareholder of a new Organizational By-law passed by the GMHI Board.
KEY FINDINGS
The Business Case Study supports the amalgamation of GMHI and GHI, based on a review of the tax, legal and financial implications and a
qualitative and quantitative analysis of the status quo and amalgamation options. The City is required by O.Reg. 599/06 under the Municipal Act,
2001, to adopt the Business Case Study prior to proceeding with the amalgamation.
The directors for the amalgamated corporation will be appointed in the
Articles of Amalgamation. The proposed recommendation is for appointment of the existing GMHI Board members, less the Chair of GHI,
and the appointment of a current member of the GHI Board.
The amalgamation will require a new Shareholder Declaration to be made between the City and the amalgamated corporation. There are a number
of changes from the existing declaration being proposed in the new
2
Attachment C
declaration reflecting the maturity of GMHI and creation of the amalgamated corporation.
The Business Corporations Act (Ontario) requires that the amalgamated
corporation have the By-laws of GMHI as its By-laws. A new Organizational By-law (By-Law No. 1) for GMHI was approved by the
GMHI Board on July 29, 2014. The Shareholder is required to approve the By-law. There are no substantive changes to the By-law other than
those required to reflect the proposed amalgamation.
FINANCIAL IMPLICATIONS
The financial implications are set out in the Business Case Study and predict a savings of $379,100 annually if the amalgamation proceeds.
ACTION REQUIRED
The City is being requested to adopt the Business Case Study, approve
the amalgamation, the new Shareholder Declaration and a new By-law No. 1 and approve the appointment of the directors of Amalco.
RESOLUTIONS: BUSINESS CASE STUDY
1. The Business Case Study dated July 22, 2014 is approved and adopted by the City as required pursuant to subsection 6(d) of O.Reg.599/06 under the Municipal Act, 2001.
AMALGAMATION
WHEREAS: Guelph Hydro Inc. (the "Subsidiary") is a wholly-owned subsidiary of Guelph Municipal Holdings Inc (the “Corporation “).
AND WHEREAS:
The Corporation has agreed to amalgamate with its Subsidiary pursuant to subsection 177(1) of the Business Corporations Act (Ontario) (the "Act").
3
Attachment C
THEREFORE, it is resolved that:
2. The amalgamation of the Corporation with its Subsidiary pursuant to subsection 177(1) of the Act is approved;
3. Any officer or director of the Corporation is authorized and directed to sign the Articles of Amalgamation for and on behalf of the Corporation and to file them with the Director appointed under the Business Corporations Act (Ontario);
4. The Board of Directors of the Corporation is hereby authorized to revoke this special resolution without further approval of the sole shareholder of the Corporation at any time prior to the endorsement by the Director under the Business Corporations Act (Ontario), of a certificate of amalgamation of articles in respect of the amalgamation referred to above.
SHAREHOLDER DECLARATION
5. The Shareholder Declaration dated August 13, 2014 between the City and the amalgamated corporation is approved and shall be effective on the date the Articles of Amalgamation are filed with the Director appointed under the Business Corporations Act (Ontario).
6. The CAO of the City, as the Shareholder’s Representative, is directed to execute and deliver the Shareholder Declaration to the amalgamated corporation upon the filing of the Articles of Amalgamation with the Director appointed under the Business Corporations Act (Ontario).
ORGANIZATIONAL BY-LAW
7. The Organizational By-law (By-law # 1) approved by resolution of the Board
of Directors of GMHI on July 29, 2014 is approved.
BACKGROUND
On May 8, 2014, the GMHI Board passed the following resolutions:
GMHI Restructuring
Initial Amalgamation Resolution
4
Attachment C
WHEREAS Guelph Municipal Holdings Inc. (the “Corporation”) is the sole shareholder of Guelph Hydro Inc. (the “Subsidiary”);
AND WHEREAS under section 177 of the Business Corporations Act (Ontario), a holding corporation may amalgamate with any one or more of its subsidiary corporations, and continue as one corporation in the manner provided in that
section without complying with sections 175 and 176 of the Act;
AND WHEREAS the Board has determined the current corporate structure is not serving the business and there is a desire to flatten the structure;
THEREFORE, it is resolved that: 1. The Corporation approves, in principle, the amalgamation of the
Corporation and Subsidiary in accordance with section 177 of the Act, subject to the following: (a) The appropriate due diligence as set out in the Business Case Study
is completed and the results are satisfactory to the Board; and,
(b) The Shareholder, the Corporation of the City of Guelph, approves
the amalgamation. RESOLVED that: The previous resolution be shared with the Subsidiary and Shareholder and that the Subsidiary and Shareholder be asked to support, in principle, the amalgamation of
GMHI and GHI subject to due diligence.
On June 13, 2014, the GHI Board passed the following resolution:
BE IT RESOLVED THAT the Board of Directors of GHI approve the preparation of a business case and the conducting of due diligence in consideration of the Shareholder’s proposal to amalgamate the Corporation with GMHI;
AND BE IT RESOLVED THAT upon completion of the business case and due diligence that the proposed amalgamation be brought back to the Board for consideration;
AND BE IT RESOLVED THAT management be and is hereby authorized to conduct such due diligence and otain such information from the Shareholder as may be reasonably required to establish such business case and further that management be
authorized to collaborate with Shareholder staff in the conduct of its due diligence and to provide such information and documentation as may be required by the Shareholder to complete its due diligence for the purpose of its analysis of the amalgamation proposal.
On June 6, 2014, the Shareholder passed the following resolution:
Initial Amalgamation Resolution
5
Attachment C
WHEREAS The Corporation of the City of Guelph (the “City”) is the sole
shareholder of Guelph Municipal Holdings Inc. (“GMHI”), which is the sole shareholder of Guelph Hydro Inc. (“GHI”);
AND WHEREAS under section 177 of the Business Corporations Act (Ontario), a
holding corporation may amalgamate with any one or more of its subsidiary corporations, and continue as one corporation in the manner provided in that section without complying with sections 175 and 176 of the Act;
AND WHEREAS the GMHI Board has determined the current corporate structure is not serving the business and there is a desire to flatten the structure;
THEREFORE, it is resolved that:
1. The City approves, in principle, the amalgamation of GMHI and GHI in accordance with section 177 of the Act, subject to the following:
(a) The appropriate due diligence as set out in the Case for Restructuring is
completed and the results are satisfactory to the City.
2. The City approves GMHI making public its intent to amalgamate GMHI and GHI.
REPORT
Business Case Study and Due Diligence
GMHI Staff in collaboration with GHI Staff and external legal and tax advice, have
completed the due diligence related to the amalgamation. A summary of the due
diligence is attached to the Business Case Study. There were no concerns raised
with the tax, legal and financial aspects of the amalgamation itself, although a
number of implementation concerns were raised. The issues will be resolved
through the next two months.
A Business Case Study (BCS) is required by the Municipal Act and regulations
thereto as a condition of the City approving the amalgamation. The BCS was
prepared by GMHI with input from GHI. The content of the BCS was informed by
the City’s template for a Business Case, which was designed to support capital
project approvals and thus had to be modified for the purpose of the BCS.
The BCS sets out the rationale for the amalgamation, the gap analysis, the
quantitative and qualitative analysis and finally makes conclusions and
recommendations. The Business Case Study is attached as Schedule A.
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Attachment C
On July 29, 2014, the GMHI Board reviewed the Business Case Study. Following
this review, the Board passed a resolution approving the amalgamation and made a
recommendation to the Shareholder that the amalgamation be approved. The full
text of the GMHI Board resolution is attached as Schedule B.
Both the GMHI and GHI Boards must approve the amalgamation. It is understood
that GHI will be considering their approval at the GHI Board meeting to be held
August 11, 2014.
Assuming all the approvals are obtained, the intention is to have the amalgamation
effective on September 8, 2014.
Shareholder Declaration
In consequence of the amalgamation, a new Shareholder Declaration from the City
to GMHI has been prepared in consultation with the City and GMHI Staff. The new
declaration reflects the changes that have occurred over the last three years in the
existing declaration and the maturity of GMHI. The new Shareholder Declaration is
attached as Schedule C.
The new Shareholder Declaration has been drafted to be easier to understand and
to provide clarity of the intent and purpose of GMHI. While there are a number of
changes to the declaration, the reservation of decision making power to Council for
fundamental changes and material issues in relation to GMHI has not changed.
The following are the most significant changes in the declaration and an explanation
for the changes.
Section 4.04 – Composition of the GMHI Board
Previous Version:
The Board was composed of four Councillors, the Mayor, the Chair of each GMHI
Subsidiary and two Independent Directors.
Proposed Change:
The GMHI Board shall consist of:
i. the Mayor of the City of Guelph or a Councillor designated by the Mayor to
be appointed as a director for a specific term;
ii. one City Councillor; and,
7
Attachment C
iii. the balance of the members of the Board shall be Independent Directors,
except that a member of a GMHI Subsidiary Board may be appointed as a
member of the GMHI Board.
Explanation:
GMHI’s current and anticipated growth requires its board to be skills based. The
issues of continuity and succession management are also factors dictating less
reliance on Councillors to fill positions on the Board. There is a growing trend in the
LDC industry to move away from shareholder dominated Boards which is in
accordance with best practices for the governance of corporations.
The proposed composition of the Board is in alignment with Council representation
on other City Boards, such as the Elliott and GJR.
The automatic appointment of the Chairs of Subsidiary Boards to the Board of GMHI
has been eliminated. After a review of best practices, it was determined that the
more appropriate model is to have a GMHI Board member or a member of GMHI
senior management appointed to the Subsidiary Board. This will allow
communication between the Subsidiary Board and parent Board and assist with the
alignment of strategic objectives between the corporations. To allow for flexibility
in the future, members of GMHI Subsidiary Boards are not prohibited from being
appointed to the Board.
Section 4.10 - GMHI Subsidiary Boards
Previous Version:
The existing Shareholder declaration reserved to the City the right to appoint the
directors of GMHI Subsidiaries and also reserved decisions regard those
Subsidiaries to the City.
Proposed Change:
The GMHI Board shall appoint the members of GMHI Subsidiary Boards in accordance with
the terms of the Shareholder Declarations between GMHI and its Subsidiaries.
Explanation:
GMHI has matured in the three years since its incorporation and has the ability to
provide oversight to the corporations it owns. Each of the corporations which GMHI
owns or plans to own are different and require different governance structures. For
example, both GHESI and GJR are mature companies with existing businesses,
8
Attachment C
Envida is a “start-up” company and DevCo does not yet have any assets. GMHI
needs the flexibility to address changes in the corporations over time and is in the
best position to determine the composition of the Subsidiary Boards and what level
of decision making it will, as owner, reserve to itself.
Section 5.01- Dividends
Previous Version:
The existing Shareholder Declaration included a dividend policy for both GHI and
GMHI, which essentially tried to guarantee the City would receive $1.5M in dividend
payments each year.
Proposed Change:
The GMHI Board shall establish policies regarding the payment of dividends to the City,
from time to time, which policy shall be approved by the City.
Explanation:
GMHI now has a better understanding of the current and future pressures on the
GHESI and Envida businesses which may impact the amount of the dividend able to
be paid to the City. Over the course of the next few months, GMHI will develop a
new policy for the payment of dividends to the City and bring it for approval by
Council in early 2015. Subject to any material changes in its business, it is the
intention of GMHI to continue to pay the dividend of $1.5M per year until a new
dividend policy is approved by the Board and the City.
The intention is that this Shareholder Declaration will be effective on the date of
amalgamation of GMHI and GHI and the existing Shareholder Declaration will be
repealed as of that date.
On July 29, 2014, the GMHI Board reviewed the new Shareholder Declaration and
passed a resolution recommending the City approve the new declaration effective
upon the amalgamation being completed. The GMHI Board resolution is attached
as Schedule D.
Organizational By-law
The OBCA states that upon amalgamation, the articles and by-laws of the parent
corporation (GMHI) will be the articles and by-laws of the amalgamated
corporation. The articles of GMHI have been reviewed and there are no changes to
be made.
9
Attachment C
The original organizational by-law for GMHI was approved by the Board on
December 11, 2011. In discussions with the GHI corporate secretary, it was
decided that a new by-law would be drafted that was easier to understand. No
substantive changes to the by-law have been made except for the addition of
electronic voting. The new organizational by-law is attached as Schedule E.
At its July 29, 2014 Board meeting, the GMHI Board approved the new
organizational by-law. The GMHI Board resolution is attached as Schedule F. In
accordance with the OBCA, the by-law must also be approved by the shareholder.
Next Steps
Following the approval of GHI and the City for the amalgamation, GHI and GMHI
staff will proceed with implementation. The implementation plan is included in the
Business Case Study
GMHI STRATEGIC PLAN
READINESS:
GMHI will build its resources and skill sets to be in a position of readiness to deliver on
initiatives.
CAPABILITY:
GMHI will put into place a collaborative structure that will take ideas and process them
into outcomes.
IDENTITY:
GMHI will differentiate itself from the City and its purpose will be clearly understood by
all stakeholders and the community.
CORPORATE STRATEGIC PLAN 2.1 Build an adaptive environment, for government innovation to ensure fiscal
and service sustainability
10
Attachment C
ATTACHMENTS
Schedule A – Business Case Study
Schedule B – GMHI Resolution re Amalgamation Schedule C – Shareholder Declaration
Schedule D – GMHI Resolution re Shareholder Declaration Schedule E – Organizational By-law
Schedule F – GMHI Resolution re Organizational By-law.
______________________________ Barry Chuddy CEO, Guelph Municipal Holdings Inc.
Schedule A
1
Prepared by: GMHI
Date: July 22, 2014
A Business Case Study
To Support the Amalgamation of GMHI and GHI
i
i GMHI/GHI Amalgamation Business Case Study
TABLE OF CONTENTS
Table of Contents ................................................................................................. i
organization, trust, body corporate, and a natural person in his capacity as
trustee, executor, administrator or other legal representative;
(p) “recorded address” means an address as recorded in the securities register
or records of the Corporation;
(q) “resident Canadian” means an individual who is,
(i) a Canadian citizen ordinarily resident in Canada,
(ii) a Canadian citizen not ordinarily resident in Canada who is a member of
a class of persons prescribed by the Act for the purposes of the
definition of “resident Canadian”, or
(iii) a permanent resident within the meaning of the Immigration Act, R.S.C.
1985, c. I-2, and ordinarily resident in Canada;
(r) “shareholder” means the Corporation of the City of Guelph;
(s) “Shareholder Declaration” means the document entitled “City of Guelph
Shareholder Declaration” dated August 13, 2014, as from time to time
amended;
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Schedule E
(t) “signing officer” means, in relation to any instrument in writing, any person
authorized to sign the same on behalf of the Corporation by section 2.04 of
this by-law or by a resolution passed pursuant thereto;
(u) “special resolution” means a resolution that is
(i) submitted to a special meeting of the shareholder of the Corporation
duly called for the purpose of considering the resolution and passed,
with or without amendment, at such meeting, or
(ii) consented to in writing by the shareholder of the Corporation or its
attorney authorized in writing;
(v) “subsidiary” means in relation to another body corporate, a body corporate
which
(i) is controlled by
(A) that other,
(B) that other and one or more bodies corporate each of which is
controlled by that other, or
(C) two or more bodies corporate each of which is controlled by that
other, or
(ii) is a subsidiary of a body corporate that is that other’s subsidiary.
(2) Subject to the foregoing, the words and expressions herein contained
shall have the same meaning as corresponding words and expressions in
the Act.
1.02 Number, gender and statutes. In any by-law, resolution of the
shareholder of the Corporation, resolution of the board or any committee thereof,
unless there is something in the subject-matter or context inconsistent therewith,
the singular shall include the plural and the plural shall include the singular and
words importing gender shall include the masculine and feminine genders.
Wherever reference is made in any other by-law or in any special resolution of the
shareholder, resolution of the board or any committee thereof to any statute or
section thereof, such reference shall be deemed to extend and refer to any
amendment to or re-enactment of such statute or section, as the case may be.
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Schedule E
1.03 Headings and table of contents. The headings and table of contents in
this by-law are inserted for convenience of reference only and shall not affect the
construction or interpretation of the provisions of this by-law.
1.04 Shareholder Declaration. If any conflict shall appear between a by-law of
the Corporation and the provisions of the Shareholder Declaration, the provisions of
the Shareholder Declaration shall govern.
2. General
2.01 Registered office. The Corporation may by resolution of the directors
change the location of its registered office within the municipality specified in the
Articles.
2.02 Corporate Seal. The Corporation may have a corporate seal which shall be
adopted and may be changed by resolution of the directors.
2.03 Financial Year. The financial year end of the Corporation shall be December
31.
2.04 Execution of Documents. Instruments in writing requiring execution by
the Corporation may be signed on behalf of the Corporation by any two of the
directors or officers, and all instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality. The board may from
time to time by resolution appoint any officer or officers or any other person or
persons on behalf of the Corporation either to sign instruments in writing generally
or to sign specific, or specific classes of, instruments in writing. Any signing officer
may affix the corporate seal to any instrument requiring the same. Any signing
officer may certify a copy of any instrument, resolution, by-law or other document
of the Corporation to be a true copy thereof.
2.05 Execution in Counterpart. Any Articles, notice, resolution, requisition,
statement or other document required or permitted to be executed by more than
one person may be executed in several documents of like form each of which is
executed by one or more of such persons, and such documents, when duly
executed by all persons required or permitted, as the case may be, to do so, shall
be deemed to constitute one document and to bear date as of the date of execution
thereof by the last such person.
2.06 Banking Business. The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefor, shall
be transacted with such banks, trust companies or other bodies corporate or
organizations as may from time to time be designated by or under the authority of
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Schedule E
the board. Such banking business or any part thereof shall be transacted under
such agreements, instructions and delegations of powers as the board may from
time to time prescribe or authorize.
2.07 Voting Rights in Other Bodies Corporate. The officers of the Corporation
may execute and deliver proxies to a person to exercise the voting rights attaching
to any securities held by the Corporation. The board may direct the manner in
which and the person or person by whom the voting rights may be exercised.
3. Borrowing
3.01 Power to borrow. Subject to the Articles, the by-laws, the Shareholder
Declaration and the Municipal Act, 2001, S.O. 2001, c.25, the Board may without
authorization of the shareholder from time to time
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) subject to the Act, give a guarantee on behalf of the Corporation to
secure performance of an obligation of any person; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the Corporation owned or subsequently acquired, to
secure any obligation of the Corporation.
3.02 Delegation of power to borrow. Unless the the Articles, the by-laws, the
Shareholder Declaration and the Municipal Act, 2001, S.O. 2001, c.25 otherwise
provide, the directors may by resolution delegate any or all of the powers referred
to in section 3.01 of this by-law to a director, a committee or an officer.
4. Directors
4.01 Number of Directors and Quorum. The Board shall consist of the number of directors determined from time to time by a resolution of the
Shareholder within the minimum and maximum numbers set out in the articles. A majority of the number of directors so determined shall constitute a quorum
for the transaction of business at any meeting of the board.
4.02 Qualification.
(1) The following persons are disqualified from being a director:
(a) a person who is less than eighteen years of age,
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(b) a person who is of unsound mind and has been so found by a
court in Canada or elsewhere,
(c) a person who is not an individual, and
(d) a person who has the status of bankrupt.
(2) A director is not required to hold shares issued by the Corporation.
(3) All of the directors shall be resident Canadians.
4.03 Appointment and Term. Directors shall be elected by a resolution of the Shareholder at a shareholder meeting for one year terms or such other terms of
office determined by the Shareholder. If an election of directors is not held at the proper time, the directors shall continue in office until their successors are
appointed. The board of the Corporation may make recommendations to the Shareholder for the election of directors and the term of their appointment,
however the Shareholder is not bound by the recommendation.
4.04 Ceasing to Hold Office. A director ceases to hold office when
(a) the director dies or, subject to section 4.05 of this by-law, the director
resigns;
(b) the director is removed from office in accordance with the provisions of the
Act, the Shareholder Declaration or the by-laws; or
(c) the director becomes disqualified from being a director under the Act, the
Shareholder Declaration or the by-laws.
4.05 Resignation of a Director. A director may resign their office as a director by
giving to the Corporation a written resignation, which resignation shall become
effective at the later of
(a) the time at which such resignation is received by the Corporation, or
(b) the time specified in the resignation.
4.06 Removal., The shareholder may remove any director from the board prior to
the end of the director’s term and appoint a replacement director. The Board may
recommend to the Shareholder the removal of a director for failing to faithfully
discharge a director’s required responsibilities at the discretion of the shareholder.
4.07 Term of replacement director. A director appointed to fill a vacancy
holds office for the unexpired term of his predecessor.
4.08 Directors’ Expenses. The directors shall receive renumeration or other
compensation for serving as a director on the board or any committee, in
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Schedule E
accordance with the board compensation policy established by the board and
approved by the Shareholder. The directors shall be entitled to be reimbursed
for reasonable expenses incurred by them for travel and/or training in attending
to the business of the board or any committee.
5. Director Meetings
5.01 First Meeting of New Board. Each newly elected board of directors may without notice hold its first meeting immediately following the meeting of
the Shareholder at which such board was elected if a quorum of directors is present.
5.02 Place of Meeting. Meetings of the directors may be held at any place within or outside of Ontario and in any financial year a majority of the meetings
of the directors need not be held at a place within Canada.
5.03 Calling of Meetings. Meetings of the directors shall be held at such time and place as the board, the Chair, or a quorum of directors may
determine.
5.04 Notice of Meeting. Notice of the time and place of each meeting of the directors shall be given to each director not less than 48 hours before the time
of the meeting. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act
requires such purpose or business to be specified. 5.05 Regular meetings. The board may by resolution fix a day or days in any month or months for the holding of regular meetings at a time and place specified in such resolution.
5.06 Meetings Without Notice. Meetings of the board may be held at any
time or place permitted by the Act, the Articles or the by-laws without notice or on shorter notice than that provided for in 5.04, and proceedings at the meeting
shall not be invalidated if all the directors are present in person (other than expressly to object that the meeting is not lawfully called) or if all the directors
who are not present, in writing, waive notice of or accept short notice of such meeting. Notice of any meeting or any irregularity in any meeting or in the
notice thereof may be waived by any director either before or after such meeting. Attendance of a director at a meeting of the board is a waiver of notice of the meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
5.07 Participation in Meeting by Telephone or Other Electronic Means. If all the directors of the Corporation present at or participating in the meeting consent, a meeting of directors or of a committee of directors may be held by
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means of such telephone, electronic or other communication facilities as permits all persons participating in the meeting to communicate with each other
simultaneously and instantaneously. A director participating in a meeting by such means is deemed for the purposes of the Act to be present at that meeting. Any
such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board. If a majority of the directors participating in a meeting
held under this section are then in Canada, the meeting shall be deemed to have been held in Canada for the purposes of section 5.02.
5.08 Chair. The chair of any meeting of the directors shall be the Chair of the
board. If the Chair of the board is not present, the directors present shall choose one of their number to be chair.
5.09 Votes to Govern. Each question at a meeting of the directors shall be decided by a majority vote and, upon an equality of votes, the chair shall not
have a second or casting vote.
5.10 Action by the Board. Subject to section 4.10, the powers of the board may be exercised,
(a) by a meeting at which the quorum is present;
(b) by a resolution consented to by an electronic vote by all the directors
entitled to vote on that resolution at a meeting of the board; or,
(c) by resolution in writing signed by all the directors entitled to vote on
that resolution at a meeting of the board.
Subject to the Shareholder Declaration, where there is a vacancy or vacancies on
the board, the remaining directors may exercise all the powers of the board.
5.11 Canadian majority. Unless otherwise provided by the Act, the board shall
not transact business at a meeting unless a majority of the directors present are
resident Canadians, except where:
(a) a resident Canadian director who is unable to be present approves in
writing or by telephone or other communication facility the business
transacted at the meeting; and
(b) a majority of resident Canadians would have been present had that
director been present at the meeting.
5.12 Disclosure of interest. A director or officer who is a party to, or is a
director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or
transaction with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act.
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Schedule E
5.13 Municipal Conflict of Interest Act. The directors of the Corporation are deemed to be members for the purposes of the Municipal Conflict of Interest
Act and shall declare any pecuniary interest in a matter before the board at the time and in the manner provided by that Act.
6. Committees
6.01 Appointment. The board may appoint one or more committees of the
board, however designated, and delegate to any such committee any of the
powers of the board except those which, under the Act, a committee of directors
has no authority to exercise.
6.02 Canadian membership. Except as allowed by the Act, a majority of the
members of any committee appointed by the directors shall be resident Canadians.
6.03 Transaction of Business. Subject to 5.11, the powers of a committee of
the board may be exercised:
(a) by a meeting at which a quorum is present;
(b) by a resolution consented to by an electronic vote by all the directors
entitled to vote on that resolution at a meeting of the board; or,
(c) by resolution in writing signed by all members of such committee who
would have been entitled to vote on that resolution at a meeting of the
committee.
6.04 Procedure. Unless otherwise determined by the board, each committee
shall have power to fix its quorum at not less than a majority of its members, to
elect its chair and to regulate its procedure.
7. Officers
7.01 Appointment. In accordance with the Shareholder Declaration, the board
shall appoint a Chair of the Board, a Chief Executive Officer, a Chief Financial
Officer, a Secretary and a General Counsel as officers of the Corporation. None of
the officers, other than the Chair of the Board, shall be a member of the board. Any
two or more offices of the Corporation may be held by the same person. The board
may specify the duties of and, in accordance with this by-law and subject to the
provisions of the Act and the Shareholder Declaration, delegate to such officers
powers to manage the business and affairs of the Corporation. In the absence of
specific delegation the officers of the Corporation shall have the responsibility to
manage the day to day operations of the Corporation consistent with the strategic
plans, business plans and budget approved by the board.
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Schedule E
7.02 Chair of the Board. The Chair of the Board shall, if present, preside at all
meetings of directors and shareholders. The Chair shall sign all instruments which
require the Chair’s signature and shall perform all duties incident to the office, and
shall have such other powers and perform such other duties as may from time to
general supervision over the affairs of the Corporation. The CEO shall sign all
instruments which require the CEO’s signature and shall perform all duties incident
to the office, and shall have such other powers and perform such other duties as
may from time to time be prescribed by resolution of the board.
7.04 Secretary. The Secretary shall give, or cause to be given, all notices required
to be given to shareholders, directors, auditors and members of any committee.
The Secretary, as and when requested to do so, shall attend and be the secretary
of all meetings of the board, shareholders and committees of the board. The
Secretary shall enter or cause to be entered in the books kept for that purpose
minutes of all proceedings at meetings of directors and of the shareholder. The
Secretary shall be the custodian of the seal (if any) of the Corporation and of all
books, papers, records, documents and other instruments belonging to the
Corporation. The Secretary shall have such other authority and perform such other
duties as the board or the CEOmay specify.
7.05 Chief Financial Officer. The Chief Financial Officer (CFO) shall keep or cause
to be kept proper accounting records in compliance with the Act and shall be
responsible for the deposit of money, the safekeeping of securities and the
disbursement of the funds of the Corporation. The CFO shall render to the board
whenever required an account of all the transactions as CFO and of the financial
position of the Corporation. The CFO shall have such other powers and duties as
the board or the chief executive officer may specify.
7.06 General Counsel. The General Counsel shall provide legal advice and
services to the Corporation. The General Counsel shall have such other powers and
duties as the board or the CEO may specify.
7.07 Delegation of board powers. In accordance with the by-laws and subject to
the provisions of the Act and the Shareholder Declaration, the board may from time
to time by resolution delegate to any officer or officers the power to manage the
business and affairs of the Corporation.
7.08 Vacancies. If any office of the Corporation shall for any reason be or become
vacant, the board may appoint a person to fill such vacancy.
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7.09 Variation of powers and duties. Notwithstanding the foregoing, the board
may from time to time and subject to the provisions of the Act and Shareholder
Declaration, add to or limit the powers and duties of an office or of an officer
occupying any office.
7.10 Term of Office. The board, in its discretion but subject to the terms of the
Shareholder Declaration, may remove any officer of the Corporation, without
prejudice to such officer’s rights under any employment contract. Otherwise, each
officer shall hold office until his successor is appointed, or until his earlier
resignation.
7.11 Terms of Employment and Remuneration. The terms of employment
and the remuneration of an officer appointed by the board shall be settled by it
from time to time.
8. Protection of Directors, Officer and Others
8.01 Limitation of Liability. Every director and officer of the Corporation in
exercising their powers and discharging their duties shall act honestly and in
good faith with a view to the best interests of the Corporation and exercise the
care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no director or officer shall
be liable for:
(a) the acts, receipts, neglects or defaults of any other director, officer
or employee; or (b) joining in any receipt or other act for conformity; or
(c) any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any
property acquired by the Corporation or for or on behalf of the Corporation; or
(d) the insufficiency or deficiency of any security in or upon which any
of the moneys of the Corporation shall be invested; or (e) any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited; or
(f) any loss occasioned by any error of judgment or oversight on the part of the director or officer, as the case may be; or
(g) any other loss, damage or misfortune which shall happen in the execution of the duties of the officer or director, as the case may
be, or in relation thereto;
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Schedule E
PROVIDED that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.
8.02 Indemnification by Corporation. Subject to the limitations contained in
the Act, the Corporation shall indemnify a director or officer, a former director or
officer or a person who acts or acted at the Corporation’s request as a director or
officer of a body corporate of which the Corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the person in respect of any civil, criminal or administrative
action or proceeding to which the person is made a party by reason of being or
having been a director or officer of the Corporation or such body corporate, if
(a) the person acted honestly and in good faith with a view to the best interests
of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, the person had reasonable grounds for
believing that the relevant conduct was lawful.
The Corporation shall also indemnify that person in such other circumstances as the
Act or law permits or requires. Nothing in this by-law shall limit the right of any
person entitled to indemnity apart from the provisions of this by-law.
8.03 Insurance. The Corporation may purchase and maintain insurance for the
benefit of any person referred to in section 8.02 of this by-law against any such
liabilities and in such amounts as the board may from time to time determine and
are permitted by the Act.
11. Shares
9.01 Issue of Shares. Shares of the Corporation may only be issued in
accordance with the Shareholder Declaration, the Articles and the Municipal Act and
associated regulations.
9.02 Share certificates. Share certificates shall be in such form as the directors
may approve.
9.03 Lien on Shares. The Corporation shall be entitled to a lien on a share
registered in the name of a shareholder or such shareholder’s legal
representative for a debt of that shareholder to the Corporation.
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Schedule E
9.04 Surrender of Certificates. No transfer shall be registered unless or until the certificate representing the shares to be transferred has been
surrendered and cancelled.
10. Meetings of the Shareholder
10.01 Calling of meetings. A meeting of the shareholder may be called at any
time by resolution of the board or by the Chair of the Board, and the Secretary shall
cause notice of a meeting of the shareholder to be given to the Clerk of the City of
Guelph and the CAO of the City of Guelph, each director and the auditor when a
meeting is called.
10.02 Waiver of notice. The shareholder and any other person entitled to attend a
meeting of the shareholder may in any manner and at any time waive notice of a
meeting of the shareholder, and attendance of any such person at a meeting of the
shareholder is a waiver of notice of the meeting.
10.03 Annual meeting. The Corporation shall hold an annual meeting of the
shareholder in accordance with the Act and the Shareholder Declaration.
10.04 Special meeting. Subject to the Act and the Shareholder Declaration, a
special meeting of the shareholder may be called at any time and may be held in
conjunction with an annual meeting of the shareholder.
10.05 Place of meetings. A meeting of the shareholder shall be held at the place
where the registered office of the Corporation is located or such other place as
requested by the shareholder.
10.06 Vote to govern. At all meetings of the shareholder, every question shall,
unless otherwise required by law, the Articles, the by-laws, or the Shareholder
Declaration, be determined by a resolution of the Council of the City of Guelph.
12. Dividends
12.01 Declaration of dividends. Subject to the provisions of the Act, the Articles
and the Shareholder Declaration, the Board may from time to time declare and the
Corporation may pay dividends to the shareholder according to its rights and
interests in the Corporation.
13. Notices
13.01 Method of giving. Any notice, communication or other document to be sent
or given by the Corporation to the shareholder, a director, officer or auditor of the
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Corporation under any provision of the Act, the Articles or by-laws shall be
sufficiently sent and given if delivered by email, fax, courier, mail or personally to
the person to whom it is to be given. A notice, communication or document so
delivered shall be deemed to have been sent and given when it is delivered
personally, when the email or fax is sent, the day after it is sent by courier and five
days after it is sent by mail.
13.02 Computation of time. Where a given number of days’ notice or notice
extending over any period is required to be given, the date of giving the notice and
the date of the meeting or other event shall both be excluded.
13.03 Waiver of notice. The shareholder (or its duly appointed proxyholder), any
director, officer, auditor or member of a committee may at any time waive any
notice, or waive or abridge the time for any notice, required to be given to him
under any provisions of the Act, the Articles, the by-laws or otherwise and such
waiver or abridgement shall cure any default in the giving or in the time of such
notice, as the case may be. Any such waiver or abridgement shall be in writing
except a waiver of notice of a meeting of the shareholder or of the board which may
be given in any manner.
14. Effective Date
14.01 Effective Date: This by-law shall come into force when made by the
board of directors in accordance with the Act.
MADE by the board: 29 July 2014
________________________ ________________________
Karen Farbridge, Donna Jaques
Chair of the Board Secretary
THE FOREGOING BY-LAW is hereby confirmed by the sole shareholder of the
Corporation pursuant to the Act, as evidenced by its signature hereto.
DATED the 13th day of August, 2014
THE CORPORATION OF THE CITY OF GUELPH
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By: ______________________________
Ann Pappert, Chief Administrative Officer
1
Report to the Shareholder (Open)
Date of Meeting:
August 13,
2014
Organizational By-law
RESOLVED that:
1. The Organizational By-law for GMHI is approved and the
Organizational By-law passed by the Board on December 11, 2011 is
repealed; and,
2. The Organizational By-law for GMHI shall be presented to the City, as
Shareholder, for approval at the August 13, 2014 shareholder
meeting.
Passed by the GMHI Board of Directors July 29, 2014