Minutes Confirmed on July 13, 2022

This meeting of the Board of Directors of the Toronto Atmospheric Fund was held by electronic means and the proceedings of the Board were conducted publicly.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The Chief Executive Officer gave an overview of the Chief Executive Officer's Report.

This report provides an update on Toronto Atmospheric Fund initiatives with regard to Governance and Strategic Programs and Operations.

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.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Rescinded approval of the May 21, 2020 Item TA6.7 - Direct Investment Request 2020 - No. 2.

Rescission of a previously approved Direct Investment of up to $1,500,000 of working capital is recommended. TAF's financing is no longer required as the company raised additional equity and was able to secure low-cost unsecured debt to grow its business.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved investment of up to $1,000,000 in US dollars, subject to the terms and conditions outlined by the Investment Committee at its meeting on March 31, 2022, as set out in Confidential Attachment 1 to the report (April 11, 2022) from the Vice President, Impact Investing, Toronto Atmospheric Fund.

2.  Directed the Vice President, Impact Investing to implement the investment to the satisfaction of Toronto Atmospheric Fund’s Solicitor.

3.  Directed that the confidential information contained in Confidential Attachment 1to the report (April 11, 2022) from the Vice President, Impact Investing, Toronto Atmospheric Fund remain confidential in its entirety, as it contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Direct Investment Committee is recommending an investment of up to US$1,000,000 based on due diligence demonstrating the potential for appropriate risk-adjusted return and strong alignment with TAF’s mandate.

The Board of Directors of the Toronto Atmospheric Fund received the item for information.

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to personal information about identifiable individuals.

The Chair, Board of Directors of the Toronto Atmospheric Fund will update the Board on Human Resources matters, including succession planning for the Vice President, Impacting Investing and other positions, as well as an update on the performance review for the Chief Executive Officer.  These matters will require a closed session discussion, as they relate to personal information about identifiable individuals.

Announcements

The Chair acknowledged that the Board of Directors of the Toronto Atmospheric Fund was meeting on the traditional territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples and is now home to many diverse First Nations, Inuit and Métis peoples. The Chair also acknowledged that Toronto is covered by Treaty 13 with the Mississaugas of the Credit.

The Directors of the Board of Directors of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely and were counted for the purposes of quorum, as permitted by the Municipal Emergency Act, 2020 and the Board of Directors of the Toronto Atmospheric Fund By-law No. 1.

Also Present - Non-Members:

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

Bryan Purcell, VP, Policy and Programs, Toronto Atmospheric Fund

Fatimar Crerar, VP, Strategy and Partnerships, Toronto Atmospheric Fund

Tim Stoate, VP, Impact Investing, Toronto Atmospheric Fund

Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Aakash Harpalani, Director, Research and Innovation, Toronto Atmospheric Fund

Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund

Nicole Leite, Director, Impact Investing, Toronto Atmospheric Fund

Ariel Sharir, Impact Investing Analyst, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Heather Keachie, Lawyer, Gardiner Roberts LLP

Rich Whate, Senior Corporate Management Policy Consultant, City Manager's Office, City of Toronto

Scott Pasternack, Solicitor, Legal Services, City of Toronto

Karyn Spiegelman, Senior Financial Analyst, Finance and Treasury Services, City of Toronto

Matthew Cowley, Acting Manager, Public Appointments Secretariat, City Clerk's Office