Minutes

Confirmed on
May 21, 2020



Members of the Toronto Atmospheric Fund


Meeting No. 1   Contact Jennifer Lin, Committee Secretary
Meeting Date Tuesday, April 30, 2019
  Phone 416-338-5089
Start Time 3:15 PM
  E-mail Jennifer.Lin@toronto.ca
Location Committee Room 3, City Hall
  Chair   Sandra Odendahl  

AF1.1

Information 

Received 

 

 

Draft Audited Consolidated Financial Statements for the Year Ended December 31, 2018 and the Auditorsí Report as Required by the Toronto Atmospheric Fund Act, 2005

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, 2018, 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
Motion to Receive Item moved by Kimberly Marshall (Carried)

Be It Resolved that the consolidated financial statements of the Toronto Atmospheric Fund for the financial year ended December 31, 2018, together with the report of the Fund’s auditors, Welch LLP, Chartered Accountants, Licensed Public Accountants, be received.


AF1.2

ACTION 

Adopted 

 

 

Appointment of Auditor to Hold Office Until the Next Annual General Meeting

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 Atmospheric 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
Motion to Adopt Item moved by Kimberly Marshall (Carried)

Be It Resolved that Welch LLP, Chartered Accountants, Licensed Public Accountants, be reappointed and ratified as auditors of the Toronto Atmospheric 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.


AF1.3

ACTION 

Adopted 

 

 

Confirmation of the Acts of the Directors and Officers to the Date of this Meeting

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
Motion to Adopt Item moved by Corey Diamond (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;


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.


Procedural Motions
Motion to Adopt Minutes moved by Sandra Odendahl (Carried)

That the minutes of the Members of the Toronto Atmospheric Fund meeting held on April 30, 2018 be confirmed.

Also Present - Non-Members:

 

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

Tim Stoate, Vice President, Impact Investing, Toronto Atmospheric Fund

Mary Pickering, Vice President, Programs and Partnerships, Toronto Atmospheric Fund

Jason Wong, Director of Finance and Operations, Toronto Atmospheric Fund

Bryan Purcell, Director of Policy and Programs, Toronto Atmospheric Fund

Ian Klesmer, Grants Manager and Policy Advisor, Toronto Atmospheric Fund

Jaime Klein, Operations Lead, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Heather Keachie, Gardiner Roberts LLP

Estelle Taylor, Communications Manager, Toronto Atmospheric Fund

Kathy Steffan, Partner, Welch LLP, Auditor

Derek Chu, Welch LLP, Auditor

Rich Whate, Corporate Management and Policy Consultant, City Manager's Office, City of Toronto

Lorraine Searles-Kelly, Solicitor, Legal Services, City of Toronto

Tuesday, April 30, 2019
Sandra Odendahl, Chair, Members of the Toronto Atmospheric Fund
Meeting Sessions
Session Date Session Type Start Time End Time Public or Closed Session
2019-04-30 Afternoon 3:31 PM 3:36 PM Public
Attendance
Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2019-04-30
03:31 PM - 03:36 PM
(Public Session)
Present Present: Antoine Belaieff, Shelley Carroll, Corey Diamond, Jason Kotler, Mike Layton, Jacoline Loewen, Kimberly Marshall, Jennifer McKelvie, Sandra Odendahl (Chair)
Not Present: Karim Bardeesy