Item - 2022.TA16.2

The Board of Directors of the Toronto Atmospheric Fund:

1.  Directed the Chief Executive Officer to report to the Board on Operating By-law No. 1 as presented in Attachment 1 to the report (April 11, 2022) from the Chief Executive Officer, Toronto Atmospheric Fund, and an update on the Relationship Framework, to the special meeting scheduled for May 25, 2022 subject to the Chair issuing a revised meeting notice.

2.  Directed the Chief Executive Officer, Toronto Atmospheric Fund, to update the Statement of Investment Objectives and Principles (SIOP) approved by the Board on July 9, 2021 as necessary to be consistent with proposed amendments to the Operating By-law No. 1 and the Relationship Framework.

3.  Requested, via the City Manager, City Council’s approval for Toronto Atmospheric Fund and the City of Toronto to pursue certain amendments to the Toronto Atmospheric Fund Act, including:

a.  to remove references to the Corporations Act (Ontario) and instead reference the new Not-for-Profit Corporations Act, 2010 (Ontario) where applicable; and

b.  general housekeeping amendments as required.

 Toronto Atmospheric Fund (TAF) and the City have been updating TAF’s governance documents – the Relationship Framework with the City of Toronto (RF), TAF By-law No. 1 (By-laws) and the Toronto Atmospheric Fund Statement of Investment Objectives and Principles (SIOP) – with the goals of reflecting TAF’s growing capacities, endowment and mandate since the documents were last amended; clarifying mechanisms for communication and collaboration with the City; and ensuring that appropriate accountability measures remain in place. 

To clarify and streamline the governance documents:

-  the By-laws will contain only operational and administrative matters which are within the purview of TAF to develop and approve;

-  the Relationship Framework will contain Council’s requirements and will be approved by Council; and

-  the Statement of Investment Objectives and Principles will contain only investment-related requirements which will be approved by both the Board and Council. 

 
TAF and City staff will provide an overview of the proposed content of the RF, including how the Board’s recommendations from its meeting of February 14, 2022 have been addressed.  A draft Operating By-law is presented for Board approval (Attachment 1), which would come into effect once Council approves the new RF. Housekeeping amendments would be required to the SIOP to align with the RF and By-laws as the substantive elements approved by the Board in July 2021 and by Council in February 2022 would remain unchanged. It is anticipated that a report from the City Manager seeking approval of the RF and SIOP will be on Council’s June 2022 agenda.