Item - 2020.EX16.19

The Executive Committee recommends that:

1. City Council, in its capacity as one of the Shareholders of Toronto Pan Am Sports Centre Inc.:

a. adopt and authorize the City Manager to sign the Resolutions of the Shareholders attached as Attachment 1 to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer on behalf of the City so that:

i. Financial Statements

the "Toronto Pan Am Sports Centre Inc.  2019 Annual Report, and the "Toronto Pan Am Sports Centre Inc. 2019 Audited Annual Financial Statements", including the auditor's report dated March 17, 2020, forming Attachments 2 and 3 to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer are received;

ii.  Appointment of Auditors

Welch LLP are appointed as the Auditor of Toronto Pan Am Sports Centre Inc. for fiscal year 2020, and until the close of the next annual meeting of the Shareholders or until their successors are duly appointed, and the Board of Directors of Toronto Pan Am Sports Centre Inc. authorized to fix the remuneration of the Auditor; and

iii. Confirmation of Proceedings

all by-laws, contracts, acts, proceedings, appointments, elections and payments of any director or officer of Toronto Pan Am Sports Centre Inc. that were enacted, made, done or taken since the last annual meeting of Shareholders of Toronto Pan Am Sport Centre Inc. are approved, ratified, sanctioned and confirmed; and

b. adopt and authorize the City Manager to sign the Resolutions of Shareholders forming Attachment 5 to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer:

i. ratifying and approving the 2020 Operating and Capital Budgets of Toronto Pan Am Sports Centre Inc. attached as Schedule A to Attachment 5 to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer; and

ii. authorizing any two directors or officers to carry out the provisions of the resolutions passed by the Shareholders of Toronto Pan Am Sports Centre Inc.   

2. City Council direct the City Clerk to forward a copy of the Toronto Pan Am Sports Centre Inc. 2019 Audited Annual Financial Statements, forming Attachment 3 to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information.

3. City Council, as joint Shareholder, request the Board of Pan Am Sports Centre Inc., in consultation with the City of Toronto's Chief Financial Officer and Treasurer, to bring forward a report, as appropriate, on the impacts of COVID-19 on Corporation Operating and Capital Budgets and operations, detailing any modifications to their programs and initiatives to address COVID-19, to City Council through Executive Committee, by the first quarter of 2021.

This report transmits materials submitted by the Board of Directors of Toronto Pan Am Sports Centre Inc. (TPASC) to the City.  No independent review or analysis has been performed by City staff.

This report contains recommendations for the actions necessary to comply with the requirements of the Business Corporations Act, Ontario (OBCA) for holding the 2020 Annual General Meeting of the Shareholders of TPASC, including receipt of its Annual Report and Audited Financial Statements for 2019, the report of the auditor thereon, and the re-appointment of the auditor for 2020.

This report also contains recommendations to approve the 2020 operating and capital budgets of TPASC approved by the TPASC board of directors. Section 5.05(a) of the Unanimous Shareholders’ Agreement of the Corporation as of December 18, 2013 provides that the annual operating and capital budgets shall be considered and approved by the Board and subject to approval by the Shareholders of the Corporation.

The City and the Governing Council of The University of Toronto are the two Shareholders of TPASC.  Rather than conducting a Shareholder meeting, the requirements of the OBCA regarding the annual general meeting and the requirements of the Unanimous Shareholders’ Agreement regarding approval of the annual operating and capital budgets are being satisfied by written joint resolutions of the Shareholders, as provided in this report.  

The Business Corporations Act, Ontario (OBCA) provides that a resolution in writing signed by all the Shareholders entitled to vote on that resolution at a meeting of the Shareholders is as valid as if it had been passed at a meeting of the Shareholders; and a resolution in writing dealing with all matters required by the OBCA to be dealt with at a meeting of Shareholders, and signed by all the Shareholders entitled to vote at that meeting, satisfies all the requirements of the OBCA relating to that meeting of Shareholders.

In light of the state of emergency that was declared in Ontario in response to the COVID-19 pandemic, the deadline to hold annual meetings of shareholders for OBCA corporations was temporarily extended through the addition of Part XIX to the OBCA. With the Ontario Declaration of Emergency having come to an end on July 24, 2020, the extended meeting deadlines for OBCA incorporated companies that were required to hold annual meetings on or before July 24, 2020 now have until October 22, 2020 to hold their annual meetings.