HomeMy WebLinkAbout01 031 act on westaro power
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
B.
BY-LAW
NO. 2001 - 31
BEING A BY-LAW TO AUTHORIZE THE MAYOR
AND CHIEF ADMINISTRATIVE OFFICER TO ACT
FOR AND ON BEHALF OF THE CORPORATION
OF THE MUNICIPALITY OF KINCARDINE IN
RESPECT OF WEST ARlO POWER HOLDINGS INC.
WHEREAS the Corporation of the Municipality of Kincardine (hereinafter the
"Municipality") owns shares in the capital of Westario Power Holdings Inc.
(hereinafter "Holdco") and is a party to a shareholders' agreement made as of
October 26, 2000, respecting, among other things, Holdco (hereinafter the
"Shareholders' Agreemenf);
AND WHEREAS under the Shareholders' Agreement the term "shareholder"
means at any time a person that is a party to the Shareholders' Agreement that is
bound by the Shareholders' Agreement at the time and holds one or more shares of
any class in the capital of Holdco at the time or a person that becomes bound by
the Shareholders' Agreement at any time and is bound by the Shareholders'
Agreement at the time and holds one or more Shares at the time (hereinafter a
"Shareholder");
AND WHEREAS under the Shareholders' Agreement each Shareholder shall be
entitled to designate, from time to time, a nominee for election or appointment to
the board of directors of Holdco;
AND WHEREAS the Municipality, together with the other Shareholders, is
obligated under the Shareholders' Agreement to act diligently and promptly to take
such actions as are necessary in order that, at any time, the board of directors of
Holdco includes the then latest nominee designated by one Shareholder in
accordance with the Shareholders' Agreement for election or appointment to the
board of directors of Holdco except for any such nominee as is not ready, willing or
able to serve as a director of Holdco;
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Authorization By-law, To Act On Behalf Of Council In Certain Matters Pertaining
To Westario Power Holdings
By-law #2001 - 31
Page 2 of2
NOW THEREFORE the Council for The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. Subject to Section 2 hereof, the Mayor and the Chief Administrative
Officer are hereby authorized and directed, for and on behalf of the
Municipality, at any time and from time to time, to do all such acts and
things and to execute and deliver all such documents, instruments and
writings, including without limitation shareholder resolutions, as are
necessary in order that, at any time, the board of directors of HoIdco
includes the then latest nominee designated by one Shareholder (including,
without limitation, the Municipality) in accordance with the Shareholders'
Agreement for election or appointment to the board of directors of Holdco
except for any such nominee as is not ready, willing or able to serve as a
director of Holdco.
2.
The Municipality's nominee(s) to the board of directors of Holdco shall be
determined and designated from time to time by written resolution(s) of the
Council of the Municipality.
3. All shareholders' resolutions and other documents, instruments and
writings made or executed by any two of the Mayor, the Chief
Administrative Officer and the Clerk, and all acts and things done by any
of them for and on behalf of the Municipality from time to time prior to the
date hereof to ensure that, at all times, the board of directors of Holdco
included the then latest nominee designated by one Shareholder in
accordance with the Shareholders' Agreement for election or appointment to
the board of directors of Holdco are hereby approved and ratified.
4. This by-law shall come into full force and effect upon its final passing.
5. This by-law may be cited as the "Authorization By-law, To Act On Behalf
Of Council In Certain Matters Pertaining To Westario Power Holdings".
READ a FIRST, SECOND, and THIRD time and DEEMED TO BE PASSED
this 11th day of April, 2000.
.-----.-----.
Clerk