Item - 2014.EX39.1

City Council on April 1, 2 and 3, 2014, adopted the following:

1.         City Council approve, ratify and confirm By-law No. 1 of Toronto Pan Am Sports Centre Inc. (TPASC Inc.), as approved by the Board of Directors of Toronto Pan Am Sports Centre Inc. at its meeting on February 10, 2014, and forming Appendix A to the report (March 3, 2014) from the City Manager, and authorize the City Manager to execute a Shareholder resolution to this effect.

2.         City Council delegate to the City Manager authority to negotiate, approve, execute, and amend as and when necessary, an Operating Agreement and any ancillary agreements and documents among the City of Toronto, Governing Council of the University of Toronto and Toronto Pan Am Sports Centre Inc. with respect to operational and occupancy matters, including but not limited to the matters set out in Appendix B to the report (March 3, 2014) from the City Manager, on such terms and conditions as may be satisfactory to the City Manager and City Solicitor.

3.         City Council delegate to the City Manager authority to approve, on behalf of the City acting as Shareholder, the appointment of the auditor for Toronto Pan Am Sports Centre Inc. upon the recommendation of the Board of Toronto Pan Am Sports Centre Inc. based on a competitive procurement process, and execute a Shareholder resolution to this effect.

4.         City Council:

a.         amend the composition of the Board of Toronto Pan Am Sports Centre Inc. to replace 2 of the Directors appointed by the City (the Director, Management Services in Parks, Forestry and Recreation and the General Manager, Economic Development and Culture or his or her designate) with 2 citizen members, effective on January 2, 2016, such that the composition of the 5 Directors of the Board of Toronto Pan Am Sports Centre Inc. appointed by the City shall be:

i.          2 citizen members;

ii.         the Director, Community Recreation in Parks, Forestry and Recreation;

iii.        the Director, Accounting Services in the Office of the Treasurer; and

iv.        the Director, Facilities Operations in Facilities Management;

b.         amend the City’s Policy on Board Governance Structures to revise the Board composition as set out in Part 4a above and to revise the eligibility criteria, qualifications and appointment process with respect to the appointment by the City of citizen members as Directors of the Board of Toronto Pan Am Sports Centre Inc., as set out in Appendix C to the report (March 3, 2014) from the City Manager; and

c.         request the City Clerk to initiate in 2015 the process to recruit citizen members for Toronto Pan Am Sports Centre Inc. with recommendations on citizen member appointees to be reported to City Council in November 2015.

5.         City Council authorize and direct the appropriate City officials to take the necessary actions to give effect to Council's decision.