That the Newmarket Hydro Holdings Inc. Report of the President dated June 4, 2019 regarding the financial statements of Newmarket Hydro Holdings Inc. (the “Corporation”), the written resolutions of Newmarket – Tay Power Distribution Ltd. (“NT Power”), the written resolutions of Envi Networks Ltd. (“Envi”) 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 Envi; 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:
- That the Mayor, as the Sole Shareholder’s legal representative, is directed to sign the following Corporation Shareholder resolutions:
- That the Corporation’s financial statements for the financial year ended December 31, 2018 together with the report of the Corporation’s auditors, Baker Tilly KDN LLP (“Baker Tilly”), Chartered Accountants, formerly Collins Barrow, thereon dated May 14, 2019 be approved and adopted; and,
- That Baker Tilly, 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; and,
- That Jag Sharma be appointed as the sole director of the Corporation to hold office until the next annual meeting of shareholders or until his or her successor is elected or appointed; and,
- That Jag Sharma, so long as he or she is the sole director of the Corporation, shall represent the Corporation at meetings of the shareholders of NT Power and Envi; 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, 2018, 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; and,
- That the Mayor, as the Sole Shareholder’s legal representative, direct Jag Sharma, the sole director and legal representative of the Corporation, to sign the following NT Power shareholder resolutions in lieu of an annual meeting:
- That the financial statements of NT Power for the financial year ended December 31, 2018 together with the report of NT Power’s auditors, Baker Tilly, thereon dated April 30, 2019 be approved and adopted; and,
- That Baker Tilly, 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; and,
- That J. Taylor, T. Walker, B. Gabel, R. Betts, D. Charleson, 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; 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, 2018, 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; and,
- That the Mayor, as the Sole Shareholder’s legal representative, direct Jag Sharma, the sole director and legal representative of the Corporation, to sign the following Envi shareholder resolutions in lieu of an annual meeting; and,
- That the financial statements of Envi for the financial year ended December 31, 2018 together with the report of Envi’s auditors, Baker Tilly, thereon dated April 18, 2019 be approved and adopted; and,
- That Baker Tilly, Chartered Accountants, be appointed auditors of Envi 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; and,
- That I. Collins, J, Schatz, T. Van Bynen and B. Kwapis are elected directors of Envi to hold office until the next annual meeting of shareholders or until their successors are elected or appointed; and,
- That all acts, contracts, bylaws, proceedings, appointments elections and payments, enacted, made, done and taken by the directors and officers of Envi to December 31, 2018, 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 Envi, are approved, sanctioned and confirmed.