STAFF REPORT

February 7, 2000

To: Policy and Finance Committee

From: Chief Administrative Officer

Subject: Toronto District Heating Corporation Shareholder Approvals

Purpose:

To seek approval by City Council, as a shareholder of TDHC, of the corporate by-law of the Toronto District Heating Corporation and Articles of Amendment to change the name of the company.

Financial Implications and Impact Statement:

There are no financial implications.

Recommendations:

It is recommended that:

(1) the attached corporate By-Law No. 1 of the Toronto District Heating Corporation be approved by Council as shareholder;

(2) the TDHC report concerning a change of the corporate name of the Toronto District Heating Corporation be transmitted by the CAO directly to Council for consideration in camera at its meeting of February 29, 2000; and

(3) the appropriate City Officials be authorized and directed to take the necessary action to give effect thereto.

Background/comments:

Under the Ontario Business Corporations Act, the by-laws and any amendments to the by-laws or articles of incorporation must be approved by the shareholders. The City of Toronto and Borealis Penco, a subsidiary of OMERS, are the shareholders of the Toronto District Heating Corporation (TDHC) and both shareholders must approve such amendments under the terms of the Shareholders Agreement.

TDHC's Board of Directors has approved a new general by-law which sets out the basic operating rules of the corporation and has submitted the attached By-Law No. 1 for approval by its shareholder. This by-law has been reviewed by the Chief Administrative Officer and the City Solicitor, who both agree that the by-law is consistent with all previous Council decisions concerning TDHC and its operations, including the Shareholders Agreement and the City's Statement of Objectives approved by Council. The by-law was developed to more generally describe the operating rules and makes reference to the Shareholders Agreement where more specific guidance is provided.

In addition, the Board of Directors has requested that the shareholders approve a new corporate name for the company. The name change is part of a comprehensive marketing strategy and is therefore of commercial consequence. The request for the name change will be submitted directly to Council for consideration in camera at its meeting of February 29, 2000 along with the appropriate Articles of Amendment necessary to legally execute the change.

Contact:

Nancy Autton 397-0306; fax 696-3645; nautton@toronto.ca

Juri Pill 392-6842; fax 363-6052; drpill@interlog.com

Michael R. Garrett

Chief Administrative officer

List of Attachments:

By-Law No. 1 of the Toronto District Heating Corporation