Minutes To be Confirmed

Members of the Toronto Atmospheric Fund

Meeting No.:
5
Contact:
Jennifer Lin, Committee Secretary
Meeting Date:
Wednesday, July 13, 2022

Phone:
416-338-5089
Start Time:
9:15 AM
E-mail:
Jennifer.Lin@toronto.ca
Location:
Committee Room 1, City Hall/Video Conference
Chair:
Parminder Sandhu

This meeting of the Members of the Toronto Atmospheric Fund was conducted with members participating in person and remotely.

AF5.1 - Draft Audited Consolidated Financial Statements for the Year Ended December 31, 2021 and the Auditorsí Report as Required by the Toronto Atmospheric Fund Act, 2005

Decision Type:
ACTION
Status:
Received

Committee Decision

The Members of the Toronto Atmospheric Fund adopted the following resolution:

 

“Be It Resolved that the consolidated financial statements of the Toronto Atmospheric Fund for the financial year ended December 31, 2021, together with the report of the Fund’s auditors, Welch LLP, Chartered Accountants, Licensed Public Accountants, be received.”

Summary

Chair to present the Audited Consolidated Financial Statements and the Auditors' Report.

Motions

Motion to Receive Item moved by Parminder Sandhu (Carried)

Be It Resolved that the consolidated financial statements of the Toronto Atmospheric Fund for the financial year ended December 31, 2021, together with the report of the Fund’s auditors, Welch LLP, Chartered Accountants, Licensed Public Accountants, be received.

AF5.2 - Appointment of Auditor to Hold Office Until the Next Annual General Meeting

Decision Type:
ACTION
Status:
Adopted

Committee Decision

The Members of the Toronto Atmospheric Fund adopted the following resolution:

 

"Be It Resolved that Welch LLP, Chartered Accountants, Licensed Public Accountants, be reappointed and ratified as auditors of the Toronto Atmospheric Fund until the next Annual General Meeting of the Members, and be confirmed at the remuneration fixed by the Directors and that the Directors be authorized to fix such remuneration."

Summary

Resolution to be passed to appoint Auditor.

Motions

Motion to Adopt Item moved by Parminder Sandhu (Carried)

Be It Resolved that Welch LLP, Chartered Accountants, Licensed Public Accountants, be reappointed and ratified as auditors of the Toronto Atmospheric Fund until the next Annual General Meeting of the Members, and be confirmed at the remuneration fixed by the Directors and that the Directors be authorized to fix such remuneration.

AF5.3 - Confirmation of the Acts of the Directors and Officers to the Date of This Meeting

Decision Type:
ACTION
Status:
Adopted

Committee Decision

The Members of the Toronto Atmospheric Fund adopted the following resolution:

 

"Be It Resolved that those acts and omissions of each director and officer of the Corporation which:

 

a. were within their respective scopes of authority;


b. did not constitute a breach of their respective duties to act honestly and in good faith with a view to the best interests of the Corporation and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

 

c. and since the date of the last resolution of this nature are referred to or appear in or may be inferred from any resolution, minutes of meetings, financial statements, registers, records, reports or notices of or concerning the Corporation which are now or have been available to the Directors; 

 

are ratified, sanctioned and approved."

Summary

Resolution to be passed to confirm the acts of the Directors and Officers.

Motions

Motion to Adopt Item moved by Parminder Sandhu (Carried)

Be It Resolved that those acts and omissions of each director and officer of the Corporation which:

 

a. were within their respective scopes of authority;


b. did not constitute a breach of their respective duties to act honestly and in good faith with a view to the best interests of the Corporation and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

 

c. and since the date of the last resolution of this nature are referred to or appear in or may be inferred from any resolution, minutes of meetings, financial statements, registers, records, reports or notices of or concerning the Corporation which are now or have been available to the Directors; 

 

are ratified, sanctioned and approved.

AF5.4 - Confirmation of Operating By-law Number 1

Decision Type:
ACTION
Status:
Adopted

Committee Decision

The Members of the Toronto Atmospheric Fund adopted the following resolution:

 

"Be it Resolved that By-law No. 1-2022 be confirmed in the form presented to the Members, which repeals and replaces the former Amended and Restated By-law Number 1, originally enacted October 31, 1995 and amended March 24, 2003."

Summary

Resolution to be passed to confirm Operating By-law No. 1.

Motions

Motion to Adopt Item moved by Parminder Sandhu (Carried)

Be it Resolved that By-law No. 1-2022 be confirmed in the form presented to the Members, which repeals and replaces the former Amended and Restated By-law Number 1, originally enacted October 31, 1995 and amended March 24, 2003.

Procedural Motions

Motion to Adopt Minutes moved by Stuart Galloway (Carried)

That the minutes of the Members of the Toronto Atmospheric Fund meetings held on April 26, 2021 and May 25, 2022 be confirmed.


Announcements

The Chair acknowledged that the Members 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.

 

Where the Directors of the Members of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely, they were counted for quorum, as permitted by Section 189(4.2) of the City of Toronto Act, 2006 and the Board's Procedures.

 

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

Mary Pickering, VP, Special Projects, Toronto Atmospheric Fund

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

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Siddharth Chatpilliwar, Senior Manager, Grants, Toronto Atmospheric Fund

Jaime Klein, People and Operations Manager, Toronto Atmospheric Fund

Crystal Crawford, Office Coordinator, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Heather Keachie, Lawyer, Gardiner Roberts LLP

Scott Pasternack, Solicitor, Legal Services, City of Toronto

 

Wednesday, July 13, 2022

Meeting Sessions

Session Date Session Type Start Time End Time Public or Closed Session
2022-07-13 Morning 9:27 AM 9:32 AM Public

Attendance

Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2022-07-13
9:27 AM - 9:32 AM
(Public Session)
Present Present: Graysanne Bedell, Antoine Belaieff, Shelley Carroll, Andrew Dooner, Stuart Galloway, Mike Layton, Nick Mantas, Kimberly Marshall, Wayne Miranda, Jean Olemou, Parminder Sandhu (Chair)
Source: Toronto City Clerk at www.toronto.ca/council