MINUTES - Special Council - 20000307
TOWN OF AURORA
SPECIAL COUNCIL MEETING MINUTES
NO. 08-00
Holland Room
Aurora Town Hall
Tuesday, March 7, 2000
ATTENDANCE
COUNCIL MEMBERS Mayor Jones in the Chair; Councillors Hartwell,
Healy, Hinder, Hogg, McKenzie, Morris and West.
Councillor Griffith was absent due to a conflict of
interest in the Meeting.
STAFF MEMBERS Chief Administrative Officer, Administrative Co-
ordinator/Deputy Clerk, Director of Building
Administration, Director of Planning, Treasurer,
Solicitor and Legal Assistant.
OTHER ATTENDEES: Commissioners Lytle and Weller, General
Manager & Secretary and Financial Officer of
Aurora Hydro Electric Commission.
The Mayor called the meeting to order at 8:06 p.m.
I DECLARATIONS OF INTEREST
Mayor Jones declared an interest on behalf of Councillor Griffith who was not
in attendance due to an interest in the Aurora Hydro Electric Commission
Board of Directors.
II APPROVAL OF AGENDA
Moved by Councillor Hartwell Seconded by Councillor McKenzie
THAT the content of the Agenda be approved as presented.
CARRIED
II PRESENTATIONS
Borden & Elliot re: Aurora Hydro Corporation Shareholder’s Declaration
and Recapitalzation of the Wires Company
Mayor Jones introduced Steven Alsace of Borden & Elliot who apologized on
behalf of his colleague, Mark Rogers for not attending the meeting due to a
previous commitment. Mr. Alsace stated that the organizational structure
proposed for the new Hydro enterprises included, the creation of a "for profit"
Holding Company and two (2) subsidiary companies (wires company and
Aurora Special Council Minutes No. 08-00 Page 2
Tuesday, March 7, 2000
dormant retail company). He advised that the purpose of the Shareholder’s
declaration was to set out expectations and guidelines for the Board of
Directors. Mr. Alsace provided an overview of the Shareholder’s Declaration
including matters such as possible future acquisitions or joint ventures; the
appointment, term, selection and removal of members of the Board of
Directors for the Holding Company and subsidiary companies; the expected
dividend returns to the shareholder; Aurora Hydro’s current estimated net
book value; and the expected timing of the transition period required for the
Aurora Hydro Electric Commission. The Town's Solicitor stated that the next
steps to the process include forming the new Corporations, appointing the
Board members, formalization of the Business Plan, and adopting a transfer
by-law to transfer the assets to the shareholder.
Mayor Jones and Councillor Healy, Chair of the Electric Industry Deregulation
Committee thanked the General Manager and Secretary of Aurora Hydro and
the Town’s Solicitor for their efforts in this endeavor.
Moved by Councillor West Seconded by Councillor Morris
THAT the presentation be received as information.
CARRIED
III CONSIDERATION OF ITEMS REQUIRING DISCUSSION
1. Electric Industry Deregulation Committee
Report No. EIDC00-003 re:
March 1, 2000 Committee Meeting
Moved by Councillor West Seconded by Councillor Morris
THAT the Committee Record of the Electric Industry Deregulation
Committee Meeting held on March 1, 2000 be received as information;
and
THAT the following Corporate names be adopted:
HOLDING COMPANY: Borealis Holdings Incorporated
WIRES COMPANY: Aurora Hydro Connections Limited
RETAIL COMPANY: Aurora Hydro Energy Services Incorporated
CARRIED
2. Report No. CS00-012 re:
Aurora Hydro Corporation Shareholder’s Declaration
Moved by Councillor Hartwell Seconded by Councillor West
THAT the Shareholder Declaration attached to Corporate Services
Report 00-012 be approved and that the Mayor and Clerk be
authorized to sign same;
THAT the incorporation of the three new companies take place as
soon as possible;
THAT staff take steps to prepare the necessary transfer by-law
distributing assets between the new companies to be brought forward
to Council for approval;
THAT staff prepare a promissory note for 50% of the net book value of
the assets to be transferred to the Wires Company for execution by the
authorized signing officers of the Wires Company on the transfer of
assets; and
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Tuesday, March 7, 2000
THAT the debt transfer be structured such that revenue through debt
servicing commences in 2001.
CARRIED
IV IN CAMERA
Legal and Property Matters
Moved by Councillor West Seconded by Councillor Morris
THAT this Council proceed In Camera to address a legal matter and a
property matter.
CARRIED
V ADJOURNMENT
Moved by Councillor West
THAT the meeting be adjourned at 8:38 p.m.
CARRIED
______________________ _________________________________
T. JONES, MAYOR B. PANIZZA, TOWN CLERK