Minutes Confirmed on April 21, 2017

Members of the Toronto Atmospheric Fund

Meeting No.:: 2
Contact:: Jennifer Lin, Committee Secretary
Meeting Date:: Thursday, April 28, 2016
Phone:: 416-392-6315
Start Time:: 9:45 AM
E-mail:: jlin@toronto.ca
Location:: Committee Room 2, City Hall
Chair:: Sandra Odendahl

AF2.1 - Draft Audited Financial Statements for the Year Ended December 31, 2015 and Auditors' Report as Required by the Toronto Atmospheric Fund Act, 2005

Decision Type:: Information

Status:: Received

Committee Decision

The Members of the Toronto Atmospheric Fund adopted the following resolution:

"Be It Resolved that the consolidated financial statements of the Toronto Atmospheric Fund for the financial year ended December 31, 2015, together with the report of the Fund's auditors, Welch LLP, Chartered Accountants, Licensed Public Accountants, be received."

Summary

Chair to present the Audited Consolidated Financial Statements and the Auditors' Report.

Motions

1 - Motion to Receive Item moved by Councillor Gord Perks (Carried)

Be It Resolved that the consolidated financial statements of the Toronto Atmospheric Fund for the financial year ended December 31, 2015, together with the report of the Fund's auditors, Welch LLP, Chartered Accountants, Licensed Public Accountants, be received.

AF2.2 - Appointment of Auditor to Hold Office Until the Next Annual General Meeting

Decision Type:: ACTION

Status:: Adopted

Committee Decision

The Members of the Toronto Atmospheric Fund adopted the following resolution:

"Be It Resolved that Welch LLP, Chartered Accountants, Licensed Public Accountants, be reappointed and ratified as auditors of the Toronto Atmoshperic Fund until the next Annual General Meeting of the Members, and be confirmed at the remuneration fixed by the Directors and that the Directors be authorized to fix such remuneration."

Summary

Resolution to be passed to appoint Auditor.

Motions

1 - Motion to Adopt Item moved by Councillor Gord Perks (Carried)

Be It Resolved that Welch LLP, Chartered Accountants, Licensed Public Accountants, be reappointed and ratified as auditors of the Toronto Atmoshperic Fund until the next Annual General Meeting of the Members, and be confirmed at the remuneration fixed by the Directors and that the Directors be authorized to fix such remuneration.

AF2.3 - Confirmation of the Acts of the Directors and Officers to the Date of this Meeting

Decision Type:: ACTION

Status:: Adopted

Committee Decision

The Members of the Toronto Atmospheric Fund adopted the following resolution:

"Be It Resolved that those acts and omissions of each director and officer of the Corporation which:

a. were within their respective scopes of authority;

b. did not constitute a breach of their respective duties to act honestly and in good faith with a view to the best interests of the Corporation and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and

c. since the date of the last resolution of this nature are referred to or appear in or may be inferred from any resolution, minutes of meetings, financial statements, registers, records, reports or notices of or concerning the Corporation which are now or have been available to the Directors;

are ratified, sanctioned and approved."

Summary

Resolution to be passed to confirm the acts of the Directors and Officers.

Motions

1 - Motion to Adopt Item moved by Councillor Mike Layton (Carried)

Be It Resolved that those acts and omissions of each director and officer of the Corporation which:

a. were within their respective scopes of authority;

are ratified, sanctioned and approved.

Procedural Motions

1 - Motion to Recess moved by Sandra Odendahl (Carried)

10:01 a.m. - That Members of the Toronto Atmospheric Fund recess its meeting for the Board of Directors of the Toronto Atmospheric Fund to finish consideration of Item TA8.3 - Draft Audited Financial Statements for the Year Ended December 31, 2015 and Auditors' Report.

2 - Motion to Adopt Minutes moved by Councillor Mike Layton (Carried)

That the minutes of the Members of the Toronto Atmospheric Fund meeting held on April 23, 2015 be confirmed.

Also Present - Non-Members:

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund
Mary Pickering, Vice President, Programs and Partnerships, Toronto Atmospheric Fund
Richard Rysak, Director of Finance, Toronto Atmospheric Fund
Tim Stoate, Vice President, Impact Investing

Bryan Purcell, Director of Finance

Ian Klesmer, Grants Program Manager, Toronto Atmospheric Fund

Cliff Goldfarb, Solicitor, Gardiner Roberts LLP
Julie Leach, Communications Manager, Toronto Atmospheric Fund

Jaime Klein, Executive Coordinator, Toronto Atmospheric Fund

Aamar Siddiqui, Welch LLP, Auditor

Kathy Steffan, Partner, Welch LLP, Auditor

Vivian Chung, Policy Researcher, Toronto Atmospheric Fund

Fiona Murray, Director, Corporate Policy, City Manager's Office

Karen Jones, Senior Corporate Management Policy Consultant, City Manager's Office

Jonathan Morier, Coordinator, Toronto Atmospheric Fund

Thursday, April 28, 2016

Meeting Sessions

Session Date	Session Type	Start Time	End Time	Public or Closed Session
2016-04-28	Morning	10:00 AM	10:01 AM	Public
2016-04-28	Morning	10:07 AM	10:11 AM	Public

Attendance

Members were present for some or all of the time period indicated.

Date and Time	Quorum	Members
2016-04-28 10:00 AM - 10:01 AM (Public Session)	Present	Present: Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Susan McLean, Sandra Odendahl (Chair), Gord Perks, Rob Roberti Not Present: Justin J. Di Ciano, Sarah Doucette, Ravi Seethapathy
2016-04-28 10:07 AM - 10:11 AM (Public Session)	Present	Present: Corey Diamond, Stephen Holyday, Jason Kotler, Mike Layton, Jacoline Loewen, Susan McLean, Sandra Odendahl (Chair), Gord Perks, Rob Roberti Not Present: Justin J. Di Ciano, Sarah Doucette, Ravi Seethapathy