HomeMy WebLinkAbout2003-169
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THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON
BY-LAW 2003_169
being a by-law to approve and authorize the
execution of an amendment made as of the 30th
day of September, 2003, to the shareholders'
agreement made as of the 28th day of September,
2001, amongst The Corporation of the Town of
Ajax, The Corporation of the City of Belleville,
The Municipality of Clarington, The Corporation
of the City of Pickering, Veridian Corporation,
Veridian Connections Inc. and Veridian Energy
Inc.
WHEREAS The Corporation of the Town of Ajax ("Ajax"), The Corporation of the
City of Belleville ("Belleville"), The Municipality of Clarington ("Clarington") and
The Corporation of the City of Pickering ("Pickering") entered into a shareholders'
agreement (the "Shareholders' Agreement") made as of the 28th day of
September, 2001 with Veridian Corporation, Veridian Connections Inc. and
Veridian Energy Inc.;
AND WHEREAS the parties to the Shareholders' Agreement wish to amend the
same to (a) provide that the Chair and Vice-chair of Veridian Corporation may be
anyone of the nominees to its board; (b) remove the provisions relating to an
executive committee of Veridian Corporation; (c) to permit each shareholder to
nominate Council appointees to the board of directors for Veridian Corporation so
long as at least one of each shareholders is not a Council appointee of that
shareholder; and (d) grant Belleville an additional nominee to the board of
directors of Veridian Corporation;
NOW THEREFORE THE COUNICL OF THE MUNICIPALITY OF CLARINGTON
ENACTS AS FOLLOWS:
1. THAT Council authorizes and approves the first amending agreement to
the Shareholders' Agreement (the "First Amending Agreement") made as
of the 30th day of September, 2003, amongst Ajax, Belleville, Clarington
and Pickering, as the shareholders of Veridian Corporation, and Veridian
Corporation, Veridian Connections Inc. and Veridian Energy Inc. in the
form of the draft agreement presented to Council and attached hereto as
Schedule "A";
2. THAT the Mayor and the Clerk are authorized to execute the First
Amending Agreement.
3. THAT the Clerk is authorized to affix the Corporate Seal of The
Corporation of the Municipality of Clarington to the First Amending
Agreement.
THIS BY-LAW SHALL COME INTO FORCE AND TAKE EFFECT
IMMEDIATELY ON AN AFTER THE PASSING THEREOF.
By-law read a first and second time this 20th day of October, 2003
By-law read a third time and finally passed this 20th day.
[NAME OF MUNICIPALITY]
BY-LAW NO. r-l
Being a by-law to approve and authorize the execution of an amendment made as of the
30th day of September, 2003 to the shareholders' agreement made as of the 28th day of
September, 2001 amongst The Corporation of the Town of Ajax, The Corporation of the
City of Belleville, The Municipality of Clarington, The Corporation of the City of
Pickering, Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc.
WHEREAS The Corporation of the Town of Ajax ("Ajax"), The Corporation of the City of Belleville
("Belleville"), The Municipality of Clarington ("Clarington") and The Corporation of the City of
Pickering ("Pickering") entered into a shareholders' agreement (the "Shareholders' Agreement") made as
of the 28th day of September, 2001 with Veridian Corporation, Veridian Connections Inc. and Veridian
Energy Inc.;
AND WHEREAS the parties to the Shareholders' Agreement wish to amend the same to (a) provide that
the Chair and Vice-chair of Veridian Corporation may be anyone of the nominees to its board; (b)
remove the provisions relating to an executive committee of Veridian Corporation; (c) to permit each
shareholder to nominate Council appointees to the board of directors of Veridian Corporation so long as
at least one of each shareholders is not a Council appointee of that shareholder; and (d) grant Belleville an
additional nominee to the board of directors of Veridian Corporation;
NOW THEREFORE THE COUNCIL OF THE [NAME OF MUNICIPALITY] ENACTS AS
FOLLOWS:
1. THAT Council authorizes and approves the first amending agreement to the
Shareholders' Agreement (the "First Amending Agreement") made as of the 30th day of September, 2003
amongst Ajax, Belleville, Clarington and Pickering, as the shareholders of Veridian Corporation, and
Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc. in the form of the draft
agreement presented to Council and attached hereto as Schedule "A";
2.
THAT the Mayor and the Clerk are authorized to execute the First Amending Agreement.
3. THAT the Clerk is authorized to affix the Corporate Seal of The [name of municipality]
to the First Amending Agreement.
THIS BY-LAW SHALL COME INTO FORCE AND TAKE EFFECT IMMEDIATELY ON AND
AFTER THE PASSING THEREOF.
Read a first time this
day of October, 2003.
Read a second time this
day of October, 2003.
Read a third time this
day of October, 2003.
[Name], Mayor
::ODMA \PCDOCS\CCT\426957\3
[Name], Clerk
FIRST AMENDING AGREEMENT TO
SHAREHOLDERS'AGREEMENT
THIS FIRST AMENDING AGREEMENT made as ofthe *** day of********, 2003.
BETWEEN:
The Corporation of the Town of Ajax, a municipal corporation existing under
the laws of Ontario
("Ajax")
- and -
The Corporation of the City of Belleville, a municipal corporation existing
under the laws of Ontario
("Belleville")
- and -
The Corporation of the Municipality of Clarington, a municipal corporation
existing under the laws of Ontario
("Clarington")
- and -
The Corporation of the City of Pickering, a municipal corporation existing
under the laws of Ontario
("Pickering")
- and -
V eridian Corporation, a corporation existing under the laws of Ontario
("YC")
- and -
V eridian Connections Inc., a corporation existing under the laws of Ontario
("YCI")
- and -
V eridian Energy Inc., a corporation existing under the laws of Ontario
("YEI")
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(Ajax, Belleville, Clarington, Pickering, VC, VCI and VEl are collectively
referred to herein as the "Parties")
RECITALS:
A. The Parties entered into a shareholders' agreement made as of the 28th day of September,
2001 (the "Shareholders' Agreement");
B. The Parties wish to amend the Shareholders' Agreement to (i) permit a Belleville
nominee to serve as the Chair or Vice-Chair of the board of directors of VC (the
"Board"); (ii) delete the provisions of the Shareholders' Agreement relating to the
executive committee of the Board; (iii) to allow for an increase in each municipal Party's
Council representation on the board of directors of VC; and (iv) grant Belleville one
additional nominee to the board of directors ofVC;
NOW THEREFORE THIS FIRST AMENDING AGREEMENT WITNESSES that
in consideration of the respective covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. All capitalized terms used in this First Amending Agreement and not defined herein shall
have the meanings given to them in the Shareholders' Agreement
2. All references herein to Sections and Subsections are references to Sections and
Subsections in the Shareholders' Agreement unless otherwise stated herein.
3. In Section 1.1, the definition of "Majority Rule" is hereby deleted.
4. In Section 1.1, the following definition of "Mayor's Designate" is hereby added:
""Mayor's Designate" means the designate selected by the Mayor to serve on the
Board in place of the Mayor provided that the Mayor's Designate shall be a
member of that Mayor's municipal Council."
5. Subsection 3.2(b) is hereby deleted and replaced with the following:
"The Board and Subsidiary Boards. The business and affairs of Veridian
Corporation shall be managed or supervised by the Board which shall consist of
14 directors or such other number of directors as the Shareholders may determine
from time to time by special resolution in accordance with the Act Each of the
Initial Shareholders shall nominate the number of members to the Board listed
opposite that Initial Shareholder's name below:
Number of Directors
Nominee of
4
Ajax
h)
3
Belleville
Clarington
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5
Pickering
The Board shall annually elect from its members a Chair and Vice-Chair.
6. Subsection 3.2(d) is hereby deleted and replaced with the following:
"Qualifications of Board. Each Initial Shareholder shall nominate the Mayor of
the Initial Shareholder or the Mayor's Designate as one of the Initial
Shareholder's nominees to the Board provided that if the Mayor ceases to hold the
office of Mayor, the appointing Initial Shareholder shall forthwith replace the
Mayor or the Mayor's Designate, as applicable. Each Initial Shareholder shall
nominate to the Board members of its council (including the Mayor or the
Mayor's Designate) ("Council Appointees") provided that at least one nominee of
each Initial Shareholder shall not be a Council Appointee of that Initial
Shareholder. In addition to the requirements of the Act, the qualifications of
candidates for the Board shall, where possible, include the following:
(i) business experience;
(ii) time availability;
(iii) financial skills;
(iv) marketing skills;
(v) industry knowledge;
(vi) independence of judgment;
(vii) integrity;
(viii) knowledge of public policy issues relating to the Corporations; and
(ix) knowledge and experience concerning environmental matters, labour
relations and occupational health and safety issues."
7. Subsection 3.2(j) is hereby amended by adding the following sentence immediately after
the end of the second sentence of Subsection 3.2(j):
"In the event that an equal number of votes are cast at a meeting both for and
against a motion, the motion shall be defeated."
8. Subsection 33(a) is hereby amended by deleting in its entirety Subsection 33(a).
9. Except as expressly set out herein, the Shareholders' Agreement remains in full force and
effect, unamended.
10. This First Amending Agreement shall be governed by and construed in accordance with
the laws of Ontario.
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11. This First Amending Agreement shall enure to the benefit of, and be binding on, the
Parties and their respective successors and permitted assigns.
12. This First Amending Agreement may be executed in any number of counterparts, each of
which will be deemed to be an original and all of which taken together will be deemed to
constitute one and the same agreement.
IN WITNESS WHEREOF the Parties by their duly authorized representatives have
executed this First Amending Agreement as of the day and year first above written.
THE CORPORATION OF THE TOWN OF AJAX
By:
Name: Steve Parish
Title: Mayor
cis
By:
Name: Marty deRond
Title: Clerk
cis
THE CORPORATION OF THE CITY OF
BELLEVILLE
By:
Name: George A. Zegouras
Title: Mayor
cis
By:
Name: Wayne Tod
Title: City Clerk
cis
By:
Name:
Title:
N OF THE MUNICIPALITY OF
cis
cis
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THE CORPORATION OF THE CITY OF
PICKERING
By:
Name: Maurice Brenner
Title: Interim Mayor
cis
By:
Name: Bruce Taylor
Title: Clerk
cis
VERIDIAN CORPORATION
By:
Name: John Wiersma
Title: President
cis
cis
By:
Name: James Mason
Title: Chair
VERIDIAN CONNECTIONS INC.
By:
Name: John Wiersma
Title: President
cis
By:
Name: Jim McMaster
Title: Chair
cis
VERIDIAN ENERGY INC.
By:
Name: John Wiersma
Title: President
cis
By:
Name: Jim Witty
Title: Chair
cis
::ODMA \PCDOCS\CC1\422470\7
\.
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VERIDIAN
CORPORATION
"
MEMORANDUM
To:
Mr. Martin de Rond, Clerk,
Town of Ajax
Mr. Wayne Tod, Clerk,
City of Belleville
Ms. Patti Barrie, Clerk,
Municipality of Clarington
Mr. Broce Taylor, Clerk
. City of Pickering
c: Mr. Brian' Cousins, Director of Finance and
Treasurer, City of Belleville
Ms. Marie Marano, Director of Corporate
Services, Municipality of Clarington
Mr. Rob Ford, Director of Finance, Town of
Ajax
. Mr. Gil Paterson, Director Corporate Services
and Treasurer, City of Pickering
From: David Cla.rk, Secretary-Treasurer
Veridian Corporation
,,~ ,I
Date: October 7, 2003
Re: Veridian Corporation Shareholders Amending Agreement - Nominations to the Board
of Directors
The shareholders ofVeridian Corporation have each passed Council By-laws requesting that the
Shareholders Agreement for Veridian Corporation be amended to:
. petmit each shareholder to nominate Council Appointees to the board of directors of
Veridian Corporation so long as at least one of each shareholder's appointee is not a Council
Appointee of that shareholder; and
. grant Belleville an additional nominee to the board of directors of Veridian Corporation
The explanations of the Amending Agreement- changes are:
. The current Shareholders Agreement permits Shareholders to nominate appointees to the
Board of Directors' provided that Council Appointees (including the Ma.yor or Mayor's
designate) do not comprise a majority of that Shareholder's nominees to the Board. The
Shareholders have directed that the restrictions should be relieved to allow the Shareholders
to appoint additional Council Appointees to the Board provided that at least one (1)
nominee from each Shareholder is not a Council Appointee. It is our understanding that the
Mayor's designate, if used, is to be appointed from Members of Council. The cAmending
Agreement clarifies the definition of Mayor's designate.
. The Shareholders have directed that the number 't>f City of Belleville nominees be increased'
from one (1) appointee to two (2) appoiOtees. This will increase the size of the Board from
thirteen (13) directors to fourteen (14) directors. Composition will be: Pickering (5), Ajax
(4), Clarington (3) and Belleville (2). Clarification is now provided within the Shareholders
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