MINUTES - Special Council - 20050622
TOWN OF AURORA
SPECIAL COUNCIL
BOREALIS HYDRO ELECTRIC HOLDINGS INC.
ANNUAL SHAREHOLDER'S MEETING
MINUTES
NO. 05-22
Tannery Room
Aurora Town Hall
Wednesday, June 22, 2005
ATTENDANCE
COUNCIL MEMBERS Mayor Jones in the Chair; Councillors Buck, Gaertner,
Kean, Vrancic, and West.
MEMBERS ABSENT Councillor Hogg was absent. Councillor Morris was
absent due to illness. Councillor Wallace was absent
due to other business.
STAFF ATTENDEES Chief Administrative Officer, Interim Manager/Advisor
to Finance, and Administrative Co-ordinator/Deputy
Clerk
OTHER ATTENDEES Aurora Hydro Connections
John Sanderson, President and CEO Tom Barrett,
CFO of Aurora Hydro Connections
Grant Thornton LLP
Mr. Allister Byrne, FCA, Partner
Michael Bunn, Principal
Mayor Jones called the meeting to order at 7:55 p.m.
I DECLARATIONS OF PECUNIARY INTEREST
There were no declarations of pecuniary interest under the Municipal Conflict of
Interest Act.
II APPROVAL OF AGENDA
Moved by Councillor Kean Seconded by Councillor West
THAT the content of the Agenda as circulated by the Corporate Services
Department be approved as presented.
CARRIED
Council Meeting No. 05-22 Page 2 of 3
Wednesday, June 22, 2005
III RECEIPT OF MINUTES
Borealis Hydro Electric Holdings Inc., Annual Shareholder’s Meeting
Minutes No. 04-21 held June 22, 2004
Moved by Councillor Kean Seconded by Councillor West
THAT the Minutes of Meeting No. 04-21 held June 22, 2004 be received
for information.
CARRIED
IV DETERMINATION OF ITEMS REQUIRING SEPARATE DISCUSSION
Items 4 and 5 were identified for discussion.
V ADOPTION OF ITEMS NOT REQUIRING SEPARATE DISCUSSION
1. Resignations of Mr. George Steeves and Mr. Jim Carey
Moved by Councillor West Seconded by Councillor Buck
THAT the resignations of Mr. George Steeves and Mr. Jim Carey be
accepted.
2. Consolidated Financial Statements, December 31, 2004
THAT the attached Consolidated Financial Statements, December 31,
2004, be accepted and signed by the Shareholder.
a) Borealis Hydro Electric Holdings Inc.
Consolidated Financial Statements
December 31, 2004 – Grant Thornton, Auditors’ Report
b) Aurora Hydro Connections Limited
Financial Statements December 31, 2004
Grant Thornton, Auditors’ Report
3. Appointment of Auditors for Borealis Hydro Electric Holdings Inc.
THAT Grant Thornton LLP be re-appointed as the auditors of Borealis
Hydro Electric Holdings Inc.
CARRIED
VI DELEGATIONS
None
VII CONSIDERATION OF ITEMS REQUIRING SEPARATE DISCUSSION
4. Appointment of Directors for Borealis Hydro Electric Holdings Inc.
Moved by Councillor West Seconded by Councillor Vrancic
THAT, effective June 22, 2005, the current Board of Directors, in total, be
removed with the thanks and appreciation of the Council for all their
efforts, energies and results in the stewardship of Borealis Hydro Electric
Holdings Inc. over the past years; and
Council Meeting No. 05-22 Page 3 of 3
Wednesday, June 22, 2005
THAT the Board of Directors of Borealis Hydro Electric Holdings Inc. be
composed of three persons being a Member of Council, a Senior Staff
Member and a Member of Council and/or Senior Staff Member.
CARRIED
Moved by Councillor Vrancic Seconded by Councillor West
THAT, effective June 22, 2005, Mayor Jones, Councillor Kean and Mr.
John Rogers, Chief Administrative Officer of The Corporation of the Town
of Aurora be appointed as the sole Directors of Borealis Hydro Electric
Holdings Inc.
CARRIED
5. Borealis Hydro Electric Holdings Inc.
Moved by Councillor West Seconded by Councillor Kean
THAT no consideration be given at this time to the ultimate retention or
disposition of Borealis Hydro Electric Holdings Inc. until after the sale of
the shares of Aurora Hydro Connections Limited to PowerStream Inc. has
been finalized and concluded.
CARRIED
VIII READING OF BY-LAWS
Moved by Councillor West Seconded by Councillor Vrancic
THAT the following listed by-law be given 1st, 2nd and 3rd readings, and
enacted:
4680-05.C BEING A BY-LAW to
Confirm Actions by
Council Resulting From
The Special Council
Meeting - Wednesday,
June 22, 2005.
CARRIED
IX IN-CAMERA
None
X ADJOURNMENT
Moved by Councillor Vrancic
THAT the meeting be adjourned at 8:10 p.m.
CARRIED
T. JONES, MAYOR K. EWART, DEPUTY CLERK