3420 To authorize a Memorandum of Understanding and Direction with Tillsonburg _ Hydro Inc. _THE CORPORATION OF THE TOWN OF TILLSONBURG
BY-LAW NUMBER 3420
A BY-LAW to authorize a Memorandum of Understanding and Direction with Tillsonburg
Hydro Inc.
WHEREAS The Town of Tillsonburg is desirous of entering into a Memorandum of
Understanding and Direction with Tillsonburg Hydro Inc.;
THEREFORE the Council of the Town of Tillsonburg enacts as follows:
1. THAT Schedule ``A" attached Hereto forms part of this by-law;
2. THAT the Mayor and CAO be hereby authorized to execute the attached agreement
marked as Schedule "A" on behalf of the Corporation of the Town of Tillsonburg.
READ A FIRST AND SECOND TIME THIS 26th DAY OF April, 2010.
READ A TH AND FINAL TIME AND PASSED THIS 26th DAY OF April, 2010.
a{,
MAYOR -Stephen Molnar
CLERK -Michael Graves
lMEMORANDUMOFUNDERSTANDINGANDDIRECTION
BETWEEN
THE CORPORATION OF 'THE TOWN OF T LLSONBUR "TOWN"
AND
TILLSONBURG HYDRO INC. ("THI" OR THE "CORPORATION")
1.0 STATEMENT OF INTENT:
The purpose of the Memorandum of Understanding and Direction (MOUD) is to establish a working partner
relationship between the parties that furthers their joint commitment to maintain a vibrant Electrical Energy
Utility to the benefit of the Community they serve. Therefore, the document sets out the general expectations
of the Town as the sole shareholder relating to the governance and other fundamental principles and policies of
the Corporation that further enhance that goal.
2.0 GUIDING PRINCIPLES (GOVERNANCE):
The following guiding principles will direct the deliberations of the Town and THI in achieving that goal.
The Board Shall:
a) Supervise the management of the business and affairs of the Corporation, respectively. in so doing,
shall avoid any conflict of interest, act honestly and in good faith with a view to the best interests of
the Corporation and shall exercise the same degree of care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances.
b) Initiate strategic improvement projects that will enhance the profile of the Corporation and the
Town.
The Town Shall:
a) Encourage and support the Board and staff in their endeavours.
b) Receive a reasonable annual return on its investment in the form of a cash dividend subject to the
conditions set out in 7.4 Dividend Policy.
3.0 BUSINESS ACTIVITIES:
THI may engage in any business activities as may be permitted by the OEB Act, and as authorized by the Board
from time to time, including:
a) Distributing electricity
b) Business activities, the principal purpose of which is to use more effectively, the assets of the
distribution system of the Corporation
c) Generating electricity from renewable energy sources
d) Conservation and demand management activities
In carrying out these business activities the THI shall be guided by the following:
a) Compliance with all applicable laws.
b) Operate in a manner that considers community values and to the extent possible Town practices and
policy.
c) Act in a safe and environmentally responsible manner.
d) Employ commercially prudent business practices.
e) Have regard to the fact that the Town is a municipal corporation.
4.0 BOARD COMPOSITION:
The board of directors of the Corporation (the "Board"):
a) Shall be of a number as permitted by the By-laws of the Corporation;
b) Shall consist of:
a. Members selected by the Town at large; and
b. Independent members as recommended by the Board;
c) The number of independent members shall exceed the number of at large members;
d) The chair of the board shall be chosen by the board members;
e) No member of the Board shall receive any remuneration or compensation, other than as expressly
approved by the Town, for serving as a director of the Corporation.
5.0 TOWN APPROVAL: J
The Board, in the spirit of the agreement, is to seek the approval of the Town in respect of each of the following
matters prior to the Board undertaking or causing to undertake, authorizing or approving, any of the following
matters with respect to the Corporation:
a) Changing in any way the share structure of the THI.
b) Changing the business activities as set out in 3.0 above of the THI.
C) Entering into discussions regarding a potential merger, amalgamation, divestiture or acquisition of
THI or another corporation.
6.0 REPORTING:
The Corporation is to provide the Town a business plan (the "Business Plan") annually. The Corporation is to
conduct its affairs and carry out its business in accordance with the Business Plan. The Corporation shall provide
the Town with a copy of any revision, update or amendment of a material nature to the Business Plan.
The Business Plan will take the format as adopted by the Board but should include the following information:
a) An operating and capital expenditure plan for the next fiscal year and for each of the next four fiscal
years, including the resources necessary to implement the Business Plan.
b) Pro forma financial statements including balance sheet, statements of income and cash flow.
c) A statement of any material variances in the projected ability of THI to meet or continue to meet its
strategic, financial or development goals including any material variances from the Business Plan then
in effect.
The Corporation will further provide the Town with the quarterly management financial statements in the
format as adopted by the Board.
7.0 DIVIDEND POLICY:
The Board shall use its best efforts to declare and pay an "Annual Dividend" to the Town as indicated in 2.0
Guiding Principals above.
The payment of any dividend shall be subject to the following:
r
i
i a} No dividend is to be declared where to do so would substantially impair the Corporation's ability to carry
out necessary or appropriate improvements and maintenance of existing assets of the Corporation.
b) No dividend is to be declared if the Board has reasonable grounds for believing that:
1. The Corporation is or, after the payment, would be unable to meet its financial commitments
and pay its liabilities as they become due.
2. The realizable value of the Corporation's assets would be less than the aggregate of its liabilities
and its stated capital of all classes.
With Board concurrence the Annual Dividend amount is to be established at $150,000 for fiscal 2010 and
subsequent years subject to conditions outlined above. Consideration of the annual dividend to the Town for
each ensuing fiscal year will take place annually at the November Board meeting. The approval and the
declaration of the Annual Dividend will take place at the meeting to approve the annual Business Plan.
A "Special Bonus Dividend" may be considered and approved at the discretion of the Board:
a) After the review of the audited statements, and
b) Consultation with the Town
18.0 COMMUNICATIONS PROTOCOL:
Good communication is a cornerstone of relationship building, to be encouraged and in the spirit of the
agreement between the parties. Therefore, the communications protocol between the parties shall be as
follows:
a) As to established specific agreed services or information exchange, in writing, directed to:
1) Town- The CAO copied to Council
2) THI- The GM copied to Chairman
b) Best efforts are to be used to:
1) Acknowledge receipt of communication by email within 48 hours and
2) Give an indication in the acknowledgement of when the issue will be considered and feedback
provided.
c) The Chair of THI will deliver semi annually an executive status report to the Executive Committee of
Town Council.
9.0 REVISIONS:
This document shall be reviewed at least once every two years and may be revised from time to time as
circumstances may require. The Town will consult with the Board prior to completing any revisions.
Date: 1 }+...'—'7' 12010
Acknowledged and agreed as of the date first written above.
THE CORPORATION OF THE TOWN TILLSONBURG HYDRO INC.
Chair
Vice Chair