Meeting of Shareholders - March 8, 2011
Meeting Info
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Agenda
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Meeting Minutes
Members
Members
Agenda Not Available
A meeting of Directors was held in the office of Commissioner Norm Kelly, 2nd Floor, City Hall, Toronto commencing at 1:30 p.m., for the purpose of discussing business related to the Company.
Present
N. Kelly, D. Ford, G. Chong (TTCL Directors), V. Rodo (existing Secretary/Treasurer), B. Leck (existing General Counsel), Miller Thompson LLP Representatives, and A. Bodrug (Executive Assistant to TTC Chair Stintz) were present.
V. Rodo was in the Chair.
In this section
1. Election of Chair/Vice-Chair
D. Ford nominated G. Chong and N. Kelly as Co-Chairs of the Company.
The Motion Carried.
2. Appointment of Officers
G. Chong introduced Document BD-1 entitled, “Resolution of the Board of Directors of Toronto Transit Consultants Limited (the “Corporation) Removal and Appointment of Officers.” (copy attached hereto)
D. Ford moved an amendment to the resolution to add V. Rodo as “Comptroller” for the purposes of countersigning cheques, and B. Leck as General Counsel.
The Resolution Carried As Amended.
4. Articles of Incorporation
The Board received the articles of Incorporation.
G. Chong moved a motion to have the Articles of Incorporation updated to reflect the name change of the Company and directed the General Counsel to make the regulatory filings.
The Motion Carried.
5. Receipt of Financial Statements for the Year Ended December 31, 2009
The Board received the Financial Statements.
V. Rodo noted that there is $100,000 is Share Capital from the parent company TTC, and that the City of Toronto Act does not permit the TTC to invest more than $100,000 in TTCL’s capital stock without the consent of City of Toronto Council.
He further noted that there is $60,412 in Retained Earnings, noting the total financial authorization provided to TTIL (formally TTCL) cannot exceed $160,412 without additional financial resources being obtained.
6. New Business
(i) D. Ford introduced Document BD-2 entitled, “Resolutions of the Board of Directors of Toronto Transit Consultants Limited” (the “Corporation”) (copy attached hereto)
The Resolution Carried.
It is noted that G. Chong excused himself from the meeting and was not present for any discussion or vote relating to this matter.
(ii) G. Chong rejoined the meeting and introduced Document BD-3 entitled, “Resolutions of the Board of Directors of Toronto Transit Consultants Limited (the “Corporation”) Appointment of General Legal Counsel” (copy attached hereto)
D. Ford moved an amendment to the resolution to make the award of contract to Miller Thomson LLP, subject to funding being secured. The resolution carried as amended.
It is noted that representatives from Miller Thompson LLP excused themselves from the meeting and were not present for any discussion or vote relating to this matter.
The meeting adjourned at 1:30 p.m.