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HomeMy WebLinkAboutBRU 94 024 business affair BMTS '!'lIE CORPORATION OF '!'lIE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 BEING A BY-LAW relating generally to the transaction of the business and affairs .of the Bruce Municipal Telephone System: WHEREAS, the Bruce Municipal Telephone System (the "BMTS") has been converted from a subscriber-owned system into a public utility telephone system owned, managed and operated by the Corporation of the Township of Bruce ("Bruce Township"); AND WHEREAS, Bruce Township wishes to enact a general relating generally to the transaction of the business and of the BMTS as a public utility telephone system; by-law affairs NOW '!'IIEREFORE the Council of the Corporation of the Township of Bruce enacts as follows: ARTICLE I INTERPRETATION 1.1 Definitions - In this by-l aw, unl ess the context otherwise requires: "Account" has the meaning ascribed thereto in section 9.2 hereof; "Affected Municipalities" means the Corporation of the Township of Arran, the Corporation of the Township of Brant, the Corporation of the Township of Bruce, the Corporation of the Township of Elderslie, the Corporation of the Township of Greenock, the Corporation of the Township of Huron, the Corporation of the Town of Kincardine, the Corporation of the Township of Kincardine, the Corporation of the Vi 11 age of Paisley, the Corporation of the Town of Port Elgin, the Corporation of the Township of Saugeen and the Corporation of the Village of Tiverton; . "Applicable Laws" has the meaning ascribed thereto in section 12.1 hereof; "BMTS" means the public utility telephone system owned, managed and operated by the Township of Bruce pursuant to Applicable Laws and named "Bruce Municipal Telephone System (of the Corporation of the Township of Bruce)"; '!'lIE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 2 "BMTS Management" means the management employees of the BHTS appointed pursuant to Articl e VI hereof, incl uding the General Manager, the Controller, the outside Plant Manager, the Network Manager, the Installation and Repair Manager and the Office Services Manager; "Budgets" has the meaning ascribed thereto in section 8.7 hereof; "by-laws" means this by-law and all other by-laws pertaining to the BMTS from time to time in force and effect; "Conversion" means the conversion, which was completed as of August 18, 1993, of the business of the Bruce Municipal Telephone System from a subscriber-owned municipal system under the Telephone Act (Ontario) into a public utility telephone system owned, managed and operated by the Township of Bruce pursuant to Applicable Laws; "Conversion Proceeds" means the net book value of the assets of BMTS as at December 31, 1991, which amount is payable to the Affected Municipalities over time in accordance with the Conversion and subject to the terms and conditions thereof; "Council" means the Municipal Council of the Township of Bruce; "electors" means persons entitled to vote at a municipal election with respect to the Township of Bruce; "OMB" means the Ontario Municipal Board established pursuant to the Ontario Municipal Board Act (Ontario); "OTSC" means the Ontario Telephone established pursuant to the Telephone Act Service Commission (Ontario); and . "Township of Bruce" means the Corporation of the Township of Bruce. words importing the singular include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing a person include an individual, sole proprietorship, partnership, unincorporated '!'lIE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 3 '. association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative. ARTICLE II BUSINESS OF '!'lIE BHTS 2.1 General Business Policy of the BMTS - The BMTS is and shall be a public utility telephone system owned, managed and operated by the Township of Bruce as a business separate from other operations of the Township of Bruce and in accordance with Applicable Laws. 2.2 Administrative Office - The administrative office of the BMTS shall be located in the Township of Bruce at such place therein as the council may from time to time determine. 2.3 Fiscal Year - Until changed by the Council, the fiscal year of the BHTS shall end on December 31 in each year. 2.4 -. 3.1 Execution of Instruments - Except as otherwise provided in the by-laws including, without limitation, section 7.1 hereof, all documents, contracts, obligations, certificates and other instruments may be signed on behalf of the Township of Bruce in respect of the business of the BMTS by the General Manager or the Controll er, either alone or in conjunction with any member of Council (incl uding the Reeve of the Township of Bruce) or any person who holds the office of Clerk of the Township of Bruce regularly appointed or such other person or persons designated to fill his duties during his absence (other than the General Manager and the Controller). In addi tion, the counci I may, from time to time, di rect the manner in which, and the person or persons by whom, any particular instrument or class of instruments mayor shall be signed. ARTICLE III BORROWING AJlD SECURITY Borrowing Power - The Council may, by by-law, authorize the borrowing f rom time to time, by way of promissory notes, debentures or other evidences of indebtedness, such sums as the Council considers necessary to meet the expenditures or THE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 4 -. 3.2 3.3 ~. liabilities of the BHTS, all in accordance with Applicable Laws and subject to, as applicable, the approval of the OHB and the OTSC. Borrowing for Working Capital Purposes - The Council may, by by-law, authorize the borrowing from time to time for working capital purposes in respect of the business of the BHTS such sums as the Council considers necessary for such purposes, provided that the amount to be borrowed at anyone time, together with the total of any simil ar borrowings of the Township of Bruce (including in respect of the business of the BHTS) that have not been repaid shall not, except with the approval of the OHB as provided pursuant to section 187(2) of the Municipal Act (Ontario), exceed from January 1st to September 30th of any year, fifty percent (50%) of the total, and from October 1st to December 31st of the relevant year, twenty-five (25%) of the total, of the estimated revenue of the Township of Bruce (including in respect of the BHTS) as set forth in the annual budget for the Township of Bruce (including in respect of the BHTS) for the relevant year. In addition, as provided pursuant to section 109(1) of the Telephone Act (Ontario), bonds, notes or other evidences of indebtedness issued by the Council in respect of the business of the BHTS shall not be payabl e at periods of more than twel ve (12) months after the date thereof without first obtaining from the OTSC an order authorizing such issue. Assent of Electors Required - By-laws authorizing the issue of debentures in exercising the powers conferred upon the Council pursuant to sections 27 or 28 of the Telephone Act (Ontario) to: (i) carryon a telephone system as a public utility; (ii) construct, maintain and operate in, over, under or across the highways, lanes, parks, squares and other public ways, passages and places in the municipality, or in, over, under, upon or across the land of any person therein, an underground or overhead or partly underground or partly overhead telephone plant and to do all things necessary or convenient for the purpose thereof; or (iii) acquire by purchase or lease or, subject to Applicable Laws, to expropriate, any system in the municipality; may be passed by the Council subject to the approval of the '!'lIE CORPORATION OF '!'lIE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 5 -. 3.4 3.5 OHB. Subject to section 3.4 hereof, such by-laws are not valid until assent has been received from the electors electors qualified to vote on money by-laws under the Municipal Act (Ontario). Where Asset of Electors Not Required - In accordance with sections 33(1) and 33(2) of the Telephone Act (Ontario), a by- law authorizing the borrowing of monies in order to complete or meet the costs of an extension, improvement, construction, purchase or acquisition of a telephone system under section 27 or section 28 of the Telephone Act (Ontario) does not require the assent of the electors if it is passed by a vote of three- quarters of all members of the Council and is approved by the OHB. Loans and Security - The Council shall not, in respect of the business of the BMTS and except as otherwise permitted by Applicable Laws (including pursuant to section 113 of the Municipal Act (Ontario», assist, directly or indirectly, any manufacturing business or other industrial or commercial enterprise through the granting of bonuses in aid thereof and, wi thout restricting the general i ty of the foregoing, the Council shall not grant assistance by, (i) giving or lending any property of the Township of Bruce used in the business of the BHTS, including money; (ii) guaranteeing borrowing; (iii)leasing or selling any property of the Township of Bruce used in the business of the BMTS at below fair market value; or (iv) giving a total or partial exemption from any levy, charge or fee. In addition, the Council shall not, in respect of the business of the BHTS, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property owned by the Township of Bruce in respect of the business of the BHTS, including book debts, rights, powers, franchises and undertakings, to secure such bonds, debentures, notes or other evidences of indebtedness or guarantees of any '!'lIE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 6 . other present or future indebtedness, liability or obligation issued, given or incurred by the Township of Bruce in respect of the business of the BMTS. ARTICLE IV '!'lIE COUNCIL 4.1 Powers of the Counci I - The business of the BMTS shall be under the direction and control of the Council who may, subject to Applicable Laws, exercise and do all such acts and things as may be exercised or done by the Council in respect of the business of the BHTS. 4.2 Heetinqs - The powers of the Council shall be exercised at meetings of the Council held for the sole purpose of conducting business related to the BHTS. The Council shall appoint a day or days of any month or months for regular meetings of the Council to conduct business related to the BMTS, held not less than monthly, at a place and hour to be named. Insofar as practicabl e, all such meetings shall be held at the administrative office of the BHTS. The head of Council, subject to section 59 of the Municipal Act (Ontario), shall preside at all such meetings of the Council. Also, the head of the Council may at any time summon a special meeting of the Council to conduct business related to the BHTS, and upon receipt of a petition of the majority of the members of the Council, the Clerk of the Township of Bruce shall summon a special meeting for the purpose and at the time mentioned in the petition. Any such special meeting may be either open or closed to the public as in the opinion of the Council, expressed by resolution in writing, the public interest requires. -. 4.3 Ouorum - A majority of the members of the Council are required to constitute a quorum pursuant to the Municipal Act (Ontario). Where the Council consists of only five (5) members, the concurrent votes of at least three (3) members of the Council is, subject to Appl icabl e Laws (incl uding the Municipal Conflict of Interest Act (Ontario» requiring any greater or lesser number or proportion of votes, necessary to carry a resolution or other measure. '!'lIE CORPORATION OF '!'lIE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 7 -- 4.4 Protection of the Council - No member of Council shall be liable for, and any such member shall be indemnified by the Township of Bruce in respect of, acts, receipts, neglects or defaults of any other member of Council, or for or in respect of any loss or expense suffered by, incurred in respect of, or affecting the BMTS, through the insufficiency or deficiency of title to any property acquired for or on behalf of the business of the BMTS, or for the insufficiency or deficiency of any security in or upon which any of the monies of the business of the BMTS shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any of the monies, securities or effects of the business of the BMTS shall be deposited, or for any loss occasioned by an error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own wi I ful negl ect or defaul t, provided that, however, nothing herein shall rei ieve any member of the Council of any liability imposed upon him by statute. ARTICLE V COMMITTEES 5.1 Committees of the Council - The Council may appoint from their number one or more committees of the Council, however designated (and including any committee of the whole), and del egate to any such commi t tee the power to consider any matter relating to the BMTS and to make recommendations with respect thereto to the Council but, for the purposes of certainty, any such committee shall have no power to implement any recommendation without the approval of the Council. 5.2 Transaction of Business/Procedure The powers of any commi ttee of the Council may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on any resolution at a meeting of the committee. ARTICLE VI BMTS MAlfAGEMEIfT 6.1 Management - The Council may, from time to time, appoint the General Manager, the Controller, the Outside Plant Manager, '!'lIE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 8 -. 6.2 6.3 the Network Manager, the Installation and Repair Manager, the Office Services Manager and such other officers as the Council may determine, including one or more assistants to any of the officers so appointed. The General Manager may, with the approval of the Council, also appoint such other management employees subordinate to the General Manager as he shall determine. One person may hold more than one management position. The Council may specify the duties of and, in accordance with the by-laws, delegate to such management employees powers to manage the day to day affairs of the BMTS. Duties of the General Manaqer - The General Manager shall have, in respect of the business of the BMTS, the authority of a Deputy-Clerk and Deputy-Treasurer of the Township of Bruce under the Municipal Act (Ontario) and shall be the chief operating management employee of the business of the BHTS. Subject to the authority of the Council, the General Manager shall have general supervision of the business of the BHTS; and he shall have such other powers and duties as the Council may specify. He shall inform the Controller and any other management employees appointed on matters of policy established by the Counci I and shall consul t with them in planning their activities in conformity with these policies. He shall see that the Council and its committees are provided with such information as is practicable on the affairs of the BMTS as requested from time to time by the Councilor a committee of the Council. Controller - The Controller shall have, in respect of the business of the BHTS, the authority of a Deputy-CI erk and Deputy-Treasurer of the Township of Bruce under the Municipal Act (Ontario), shall report to the Council and the General Manager on all matters relating to the financial affairs of the BMTS and shall have care and custody of all funds and securi ties relating to the business of the BMTS and shall deposit the same in such bank or banks as the Councilor the General Manager from time to time may direct. He shall sign or countersign such instruments as require his signature and shall perform all duties incident to his office or that are properly required of him by the Councilor the General Manager. He shall provide information and suggestions to Council and the General Manager regarding condi tions, policies and projects of a financial nature. He shall also have and keep custody of all documents of title relating to the '!'lIE CORPORATION OF '!'lIE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 9 . 6.4 6.5 business of the BMTS, as well as all contracts and agreements of a financial nature and he shall perform such other duties as his engagement calls for or the council or the General Manager may from time to time require of him. Outside Plant Manaqer - The outside plant Manager shall have, subject to the general supervision of the General Manager, the responsibility to plan, control and manage all outside plant employees of the BMTS in constructing, rearranging, maintaining and repairing outside plant facilities of the BMTS. The outside plant Manager shall report to the General Manager. He shall also have responsibility for preparing, subject to the General Manager's approval, the annual outside plant facilities capital plan and operational budget within approved budgetary guidelines. Network Manager - The Network Manager shall have, subject to the general supervision of the General Manager, the responsibility to plan, control and manage all central office employees of the BMTS in providing preventative and corrective maintenance of equipment in the BMTS central office, setting up equipment and facilities for customers and inter-exchange services, and installing central office equipment. The Network Manager shall report to the General Manager. He shall also have responsibility for preparing, subject to the General Manager's approval, the annual network capital plan and operational budget within approved budgetary guidelines. 6.6 Installation and Repair Manager - The Installation and Repair Manager shall have, subject to the general supervision of the General Manager, the responsibility to plan, control and manage all customer plant employees of the BTMS in installing, rearranging and trouble-shooting equipment and facilities at customers' premises, operating the plant stores, carrying out inventory control procedures and maintaining plant records. The Installation and Repair Manager shall report to the General Manager. He shall also have responsibility for preparing, subject to the General Manager's approval, the annual installation capital plans and operational budget within approved budgetary guidelines. . 6.7 Office services Manaqer - The Office Services Manager shall have, subject to the general supervision of the General Manager, the responsibility to plan, direct and manage '!'lIE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 10 1-. 6.8 6.9 customer service, business office and all billing functions in respect of the BTMS. The Office Services Manager shall report to the General Manager on all matters and to the Controller on billing functions. He shall also have responsibility to prepare, subject to the General Manager's approval, the office services capital plan and operational budget within approved budgetary guidelines. Variation of Powers and Duties of Manaqement Employees - The powers and duties of all management employees shall be such as the terms of their engagement call for or as the Councilor, in the case of management employees appointed by the General Manager with the approval of the Council, the General Manager, may specify. The Councilor the General Manager, as the case may be, may from time to time vary, add to or limit the powers and duties of any management employee. Any of the powers and duties of a management employee to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Councilor the General Manager, as the case may be, otherwise directs. Renumeration\Term of Employment - The Councilor the General Manager, as the case may be, shall fix the renumeration of the management employees of the BMTS and, in its or his discretion, may remove any management employee of the BMTS. Otherwise each management employee appointed by the Council shall hold his position until his successor is appointed or until his earlier resignation. The provisions of this section 6.9 are limited by and do not apply to any management employee of the BMTS to the extent varied, either expressly or by implication, by a written employment contract between the Township of Bruce and such person with respect to his employment in the business of the BMTS. 6.10 Clerk - The Clerk of the Township of Bruce, as regularly appointed for municipal purposes of the Township of Bruce, shall attend and be the secretary of all meetings of Council for the conduct of business rei ated to the BMTS and shall enter or cause to be entered in books kept for that purpose and, in accordance wi th Appl icabl e Laws, minutes of all proceedings thereat. He shall be the custodian of all such minutes of proceedings of meetings of Council for the conduct of business related to the BMTS. ~. '!'lIE CORPORATION OF '!'lIE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 11 r-. 6.11 Protection of Manaqement Employees - No management employee shall be liable for, and any such management employee shall be indemnified by the Township of Bruce in respect of, acts, receipts, neglects or defaults of any other management employee, or for or in respect of any loss or expense suffered by, incurred in respect of, or affecting the business of the BMTS, through the insufficiency or deficiency of title to any property acquired for or on behalf of the business of the BMTS, or for the insufficiency or deficiency of any security in or upon which any of the monies of the business of the BMTS shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any of the monies, securities or effects of the business of the BMTS shall be deposited, or for any loss occasioned by an error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his employment or in relation thereto unless the same shall happen through his own wilful neglect or default, provided that, however, nothing herein shall relieve any management employee of any liability imposed upon him by statute. ARTICLE VII TRANSACTIONS, MATERIAL CONTRACTS AJlD FUNDAMENTAL CHAJlGES L-e 7.1 Transactions/Material Contracts - The approval or rati fication by Council of any of the Budgets referred to in section 8.7 hereof, which Budgets specifically include and identify the type and maximum monetary amount of transactions to be entered into or made in respect of the business of the BMTS, shall be considered sufficient approval or ratification by Council of such transactions for all purposes. Notwi thstanding the foregoing, the approval of any contract material to the business of the BHTS or the commencement of any tendering process for the provision of materials and supplies to the BMTS invol ving more than $100,000 in any year shall be subject to the specific approval or ratification by Council. A material contract shall include: (a) any continuing contract for the purchase of products or services (but excluding, for the purposes of certainty, contracts for the purchase of materials and supplies in the ordinary course of business) involving more than $100,000 in any year or which has a term longer than the then remaining term of Councilor cannot be '!'lIE CORPORATION OF '!'lIE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 12 -. 7.2 7.3 cancelled on 90 days notice or less; (b) any contract with a significant customer of the BMTS, including without limitation each such contract representing more than $500,000 in annual revenues of the business of the BMTS; (c) any agreement in respect of any partnership or joint venture or similar arrangement to which the Township of Bruce in respect of the business of the BMTS is a party; (d) any contract which directly or indirectly provides or could provide to the Township of Bruce or any person not at arm's length with the business of the BMTS, any direct or collateral benefit or advantage greater than fair market value including, without limitation, the release or reduction of liability of the Township of Bruce or any person not at arm's length to the business of the BMTS; or (e) any other contract entered into by the Township of Bruce in respect of the business of the BMTS other than in the ordinary course of business. sale of Assets of the BMTS - The Council may, subject to Applicable Laws, free from any charge or lien, sell, lease or otherwise dispose of operations of the BMTS, or the whole or any part of the real or personal property acquired, held or used for or in connection with the business of the BMTS, which in the opinion of the Council is no longer required for the purposes of the business of the BMTS. Assent of Electors - Save as authorized by Applicable Laws, the Council shall not sell, lease or otherwise dispose of the whole of the operations of the BMTS or the whole of the property acquired, held or used for or in connection with the business of the BMTS without the assent of the el ectors qualified to vote on money by-laws first being obtained thereto in the manner provided by the Municipal Act (Ontario) with respect to a money by-law requiring the assent of the electors. 7.4 Fundamental Changes - Any fundamental change to the BMTS or its business where permitted by Applicable Laws including, without limitation, any amalgamation, reorganization, continuance, dissol ution, winding up, liquidation, re- incorporation or I ike proceeding or transaction, or any change in the location of the administrative office of the BMTS or any incorporation or acquisition of any subsidiary corporation, is subject to the approval by Council and also by any regulatory bodies where so required by Applicable Laws. -. '!'lIE CORPORATION OF BY-LAW NO. 94-24 PAGE 13 '!'lIE TOWNSHIP OF BRUCE -. ARTICLE VIII BOOKS AND RECORDS 8.1 Books and Records - The Council, Management if so designated by the books and records to be kept statements of, the Clerk and/or the BMTS Council, shall cause proper containing full and true (a) the financial transactions of the business of the BMTS; (b) the assets of the business of the BMTS; (c) the sums of money received and expended in respect of the business of the BMTS and the matters in respect of which such receipt and expenditure took place; and (d) the credits and liabilities of the business of the BMTS; and a book or books containing minutes of all proceedings and votes at meetings of the Council related to the business of the BMTS. 8.2 Books and Records to be Separate - The books and records and minutes of proceedings and votes at meetings of the Council related to the business of the BMTS set out in section 8.1 shall be kept separate from the books and records relating to other property, funds or assets and minutes of proceedings and votes at meetings of the Township of Bruce, and such books and records shall be open to inspection by any person appointed for that purpose by the Council. -. 8.3 Annual Report - The BMTS Management shall, within ninety (90) days of the end of each fiscal year, furnish to the Council financial information relating to the operations of the BMTS for the prior fiscal year including, without limitation, audi ted financial statements, incl uding a balance sheet of assets and liabilities, statements of income and changes in financial position. '!'lIE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 14 . 8.4 Annual Report to Affected Municipalities - The annual audited financial statements referred to in Section 8.3, together with such other documents and information as required, shall be furnished to each of the Affected Municipalities, on and subject to the terms and conditions of the Conversion, so long as the Conversion Proceeds owing to the Affected Municipalities remain outstanding. 8.5 Ouarterly Report - The BMTS Management shall, within twenty- one (21) days of the end of the first, second and third fiscal quarters of each fiscal year, furnish to the Council unaudited quarterly financial statements including a balance sheet as at the end of such quarterly period and statements of income and changes in financial position for each such quarter with comparatives to the projections set forth in the Budget for each such quarter. 8.6 General Reportinq Obliqation -The BMTS Management shall furnish such other information, accounts, data and projections reasonably and practicably obtainable in respect of the business of the BMTS as the Councilor any committee thereof may request from time to time. 8.7 Budqets - BMTS Management shall prepare and provide to the Council by October 31 of each year and thereafter from time to time as may be reasonably considered appropriate by BMTS Management or the Council, a budget for the forthcoming fiscal year and/or for such other period or periods as may be appropriate (collectively the "Budgets") for approval by the Council prior to the beginning of the fiscal year or period or periods to which the relevant Budget relates. Such Budgets must be reasonable and bona fide having regard to the then current economic environment and the contemplated plans for the business of the BMTS and shall, to the extent reasonably possible, include sufficient details of the types and maximum monetary amounts of proposed transactions and expenditures. 8.8 G.A.A.P. - The BHTS shall maintain a system of accounting and reporting establ ished and administered in accordance wi th Applicable Laws and Canadian generally accepted accounting principl es and satisfactory to the BMTS' saudi tors. All financial statements and other reporting made pursuant to the THE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 15 . foregoing Applicable principles section shall be prepared in accordance with Laws and Canadian generall y accepted accounting applied consistently with prior periods. ARTICLE IX BAJlKING ARRANGEMENTS 9.1 Bankinq Arranqements - Banking for the business of the BMTS including, without limitation, the borrowing of money by the Township of Bruce in respect of the business of the BMTS, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Council. Such banking or any part thereof shall be transacted under such agreements and instructions as the Council may from time to time prescribe. -. 9.2 Deposit and wi thdrawal of Money - All money received in respect of the business of the BMTS shall be deposited forthwith in an account or accounts in the name of the BMTS (collectively the "Account") and all expenditures in respect of the business of the BMTS shall be paid by cheque drawn upon such Account signed by, in the case of expenditures less than $100,000, the General Manager or the Controll er together wi th, if desired, the Clerk or Treasurer or Reeve of the Township of Bruce regul arl y appointed or such other person or persons designated to fill their respective duties during their absence (other than the General Manager and the Controller) and, in the case of expenditures greater than $100,000, the General Manager or the Controller together with the Clerk or Treasurer or Reeve of the Township of Bruce regularly appointed or such other person or persons designated to fill their respective duties during their absence (other than the General Manager and the Controller). All monies received on account of the business of the BMTS shall be kept entirely separate from the money received on account of the Township of Bruce or of any other person or entity. 9.3 Use of Receipts - The receipts arising from the operation of the business of the BMTS or from property connected with the business of the BMTS, after providing for the expenditures incurred for the maintenance and operations of the business of the BMTS and after making any provision for reserves shall, in '!'lIE CORPORATION OF THE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 16 . accordance with Applicable Laws, be placed to the credit of the business of the BMTS in the Account until any debentures and other forms of capital debt, including the obligation to pay the Conversion Proceeds, have been retired, and thereafter shall form part of the general funds for the Township or Bruce. ARTICLE X AUDITORS 10.1 Auditor - The accounts and financial transactions of the business of the BMTS shall be audited annually by an auditor appointed by the Council. The auditor shall hold office during good behaviour and be removable by the Council for cause. 10.2 Riqhts and Duties - The auditor shall perform such duties as may be required by council and the BMTS Management shall furnish to the auditor such information and assistance as may be in their power to enable the audit to be made. The expense of the audit is to be borne by the business of the BMTS. ARTICLE XI NOTICE 11.1 Method of Giving Notice - Any notice to be given to a member of the Council, an officer of the BMTS, auditor or member of a committee of the Council shall be sufficiently given if delivered personally to the person to whom it is to be given or if mailed to him at his recorded address by prepaid mail. A notice so delivered shall be deemed to have been received when it is delivered personally and a notice so mailed shall be deemed to have been received on the fifth day after it is deposited in a post office or public letter box. . 11.2 Omissions and Errors The accidental omission to give any notice to any member of the Council, an officer of the BMTS, auditor or a member of a committee of the Councilor the non- receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon. 11.3 Waiver of Notice - Any member of the Council, officer of the BMTS, auditor or member of a committee of the Council may at '!'lIE CORPORATION OF '!'lIE TOWNSHIP OF BRUCE BY-LAW NO. 94-24 PAGE 17 . any time waive any notice, or waive or abridge the time for any notice required to be given to him, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing. ARTICLE XII SUBJECT TO APPLICABLE LAWS/SAVING 12.1 Applicable Laws - Any and all of the prOV1S10ns of this by-law are subject to the common and statutory laws of ontario and the statutory laws of Canada applicable in ontario including, without limitation, the Telephone Act (Ontario), the Public Utilities Act (Ontario), the Municipal Act (Ontario), the Municipal Affairs Act (Ontario) and the Municipal Conflict of Interest Act (Ontario), as such statutes are from time to time amended (collectively the "Applicable Laws"). 12.2 Savinq - In the event of any conflict between the provisions of this by-law and any other by-law enacted by the Township of Bruce, the provisions of this by-law shall prevail unless such other by-law contains a specific reference to the intention of Council to amend this by-law. ARTICLE XIII EFFECTIVE DATE 13.1 Effective Date - This by-law shall come into force when executed by the Council in accordance with the Municipal Act (Ontario) . ~ By-law introduced and read a First time this TWENTY-SEVENTH day of SEPTEMBER, 1994. By-law read a Second time this TWENTY-SEVENTH day of SEPTEMBER, 1994. By-law read a Third time and finally passed, signed, sealed and numbered 94-24 this TWENTY-SEVENTH day of SEPT , 1994. -~ CLERK - . -> - 8:EAI7 . --;. -~ '- ---:-~~ .....- -..- - , ' --