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a) THAT the Newmarket
Hydro Holdings Inc. Report of the President dated January 12, 2015 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:
i) WHEREAS the Corporation of the Town of
Newmarket (the “Sole Shareholder”) is the sole shareholder of the
Corporation;
ii) 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”);
iii) AND WHEREAS the
Corporation owns a majority of the common shares of NT Power;
iv) 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;
v) 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, 2013 together with the report of the
Corporation’s auditors, Collins Barrow, thereon dated June 26, 2014 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, by-laws,
proceedings, appointments elections and payments, enacted, made, done and
taken by the sole director and sole officer of the Corporation to December
31, 2013, 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, 2013 together with the report of NT Power’s
auditors, Collins Barrow, thereon dated April 23, 2014 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, 2013, 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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