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Mr. Paul Ferguson,
President, Newmarket-Tay Power Distribution to address the Committee regarding
the Newmarket-Tay Power Distribution 2015 Annual General Meeting.
Recommendations:
THAT
the Newmarket Hydro Holdings Inc. Report of the President dated June 6,
2016 regarding the financial statements of Newmarket Hydro Holdings Inc.
(the “Corporation”), the written resolutions of Newmarket – Tay Power
Distribution Ltd. (“NT Power”) and appointment of the sole director and
auditors be received and the following recommendations be adopted:
WHEREAS
the Corporation of the Town of Newmarket (the “Sole Shareholder”) is the
sole shareholder of the Corporation;
AND
WHEREAS the Sole Shareholder by a Shareholder Declaration dated November 1,
2000 appointed the Mayor as its legal representative for the purpose of
communicating any shareholder consent or approval required by either the
terms of the Shareholder Declaration or the Business Corporations Act
(Ontario) (the “OBCA”);
AND
WHEREAS the Corporation owns a majority of the common shares of NT Power;
AND
WHEREAS pursuant to s.102(2) of the OBCA where a body corporate is the
shareholder of a corporation the corporation shall recognize any individual
properly authorized by the body corporate to represent it at meetings of
shareholders of the corporation;
AND
WHEREAS pursuant to s.104 of the OBCA a written resolution dealing with all
the matters required to be dealt with at a shareholders meeting and signed
by the shareholders entitled to vote at that meeting satisfies all
requirements of the OBCA relating to that meeting of shareholders;
NOW
THEREFORE BE IT RESOLVED by the Municipal Council of the Corporation of the
Town of Newmarket as follows:
1.
THAT the Mayor, as the Sole Shareholder’s legal representative, is directed
to sign the following Corporation Shareholder resolutions:
a.
THAT the Corporation’s financial statements for the financial year ended
December 31, 2015 together with the report of the Corporation’s auditors,
Collins Barrow, thereon dated May 18, 2016 be approved and adopted.
b.
THAT Collins Barrow, Chartered Accountants, be appointed auditors of the
Corporation to hold office until the next annual meeting of shareholders at
such remuneration as may be fixed by the sole director and the sole
director is authorized to fix such remuneration.
c.
THAT R.N. Shelton be appointed as the sole director of the Corporation to
hold office until the next annual meeting of shareholders or until his
successor is elected or appointed.
d.
THAT R.N. Shelton, so long as he is the sole director of the Corporation,
shall represent the Corporation at meetings of shareholders of NT Power;
e.
AND THAT all acts, contracts, bylaws, proceedings, appointments elections
and payments, enacted, made, done and taken by the sole director and sole
officer of the Corporation to December 31, 2015, as the same are set out or
referred to in the resolutions of the sole director, or in the financial
statements of the corporation, are approved, sanctioned and confirmed.
2.
AND THAT the Mayor, as the Sole Shareholder’s legal representative, direct
R.N. Shelton, the sole director and legal representative of the
Corporation, to sign the following NT Power shareholder resolutions in lieu
of an annual meeting:
a.
THAT the financial statements of NT Power for the financial year ended
December 31, 2015 together with the report of NT Power’s auditors, Collins
Barrow, thereon dated May 18, 2016 be approved and adopted.
b.
THAT Collins Barrow, Chartered Accountants, be appointed auditors of NT
Power to hold office until the next annual meeting of shareholders at such
remuneration as may be fixed by the directors and the directors are
authorized to fix such remuneration.
c.
THAT T. Van Bynen, S. Warnock, P. Daniels, R. Betts, A. Ott, C. Prattas and
P. Ferguson are elected directors of NT Power to hold office until the next
annual meeting of shareholders or until their successors are elected or
appointed.
d.
AND THAT all acts, contracts, bylaws, proceedings, appointments elections
and payments, enacted, made, done and taken by the directors and officers
of NT Power to December 31, 2015, as the same are set out or referred to in
the resolutions of the board of directors, the minutes of the meetings of
the board of directors or in the financial statements of NT Power, are
approved, sanctioned and confirmed.
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