05 22 2024 Special Council Agenda The Township of Oro-Medonte
Special Council Meeting Agenda
Electronic Hybrid Meeting
T( hip f J Wednesday 22 May 2024, 2023
9:00 a.m. - Open Session
Proud Heritage,Exciting Future Closed Session Immediately following Open
Session
The Township of Oro-Medonte is committed to providing and maintaining a working
environment that is based on respect for the dignity and rights of everyone within the
organization and for those individuals visiting our organization.
The Township of Oro-Medonte supports and fosters an environment that is safe,
welcoming and respectful for all residents, visitors, members of Council and staff.
Residents and business owners are encouraged to continue to utilize on
line and telephone services for Township related business; and staff continue to be
available to provide assistance by telephone, email and in person.
Input on agenda items are welcome and encouraged.
The Township of Oro-Medonte has amended its Procedural By-law to allow for
electronic participation at Council meetings. In-person attendance at public meetings
is also available. Protocols have been established to advise how to electronically
participate in the public portions of these meetings. Please visit the following links for
additional information:
• Request for Participation Form
• Protocols for Public Participation Council and IDS Committee
All electronic Council meetings will be streamed live, where possible, on the Township
YouTube Channel. Council Agendas will continue to be published on the Civic Web
Meeting Agendas in advance of the meeting date in accordance with the Township's
Procedural By-law.
Page
1. Call to Order - Reading of Land Acknowledgement:
The Township of Oro-Medonte acknowledges that we are situated on the
traditional land of the Anishnaabek (A- nish- in- aa- beh) people, and
ancestral territory of the Huron-Wendat. The Anishnaabek include the Odawa
[Oh-DAH-wah], Ojibwe [O-jib-we] and Pottawatomi [boh-tah-WAH-toh-mee]
nations, collectively known as the Three Fires Confederacy. It continues
Page 1 of 9
Council Meeting Agenda - May 22, 2024
today as the home for diverse Indigenous Peoples including the historic
Metis Community in Penetanguishene.
The Anishnaabek people continue to have an enduring relationship with this
land, specifically the Chippewas of Rama First Nation, the Chippewa Tri-
Council and the Williams Treaties First Nations. The Huron-Wendat Nation
also continues to pay respect and protect their ancestors and heritage on this
land. We honour the Indigenous history and culture that has thrived for
millennia in this territory and the Treaties that bind us together as partners in
the spirit of a shared sustainable and prosperous future. We are all Treaty
People. Our commitment begins with acknowledging the Truth so that we
can move forward together towards Reconciliation.
2. Adoption of Agenda:
a) Motion to Adopt the Agenda.
3. Disclosure of Pecuniary Interest:
4. Open Forum:
The Open Forum provides an opportunity for the public to provide verbal
comments to Council, in Open Session, on matters scheduled on the current
agenda. Refer to Procedural By-Law No. 2023-043 for additional
information.
5. Report of Municipal Service Corporation Officers for Action:
3 - 5 a) MSC2024-01, Robin Dunn, Chief Executive Officer re: Municipal Service
Corporation (MSC) Board Appointments.
MSC2024-01
6. Report of Municipal Service Corporation Officers for Information Only:
6 - 8 a) MSC2024-02, Robin Dunn, Chief Executive Officer; Michelle Jakobi, Chief
Operating Officer re: Municipal Shareholder Corporation (MSC) Report to
Shareholder.
MSC2024-02
7. Confirmation By-Law:
9 a) 2024-060: Being a by-law to confirm the proceedings of the Special Council
meeting held on Wednesday, May 22, 2024.
2024-060 Confirm, SpCouncil May 22
8. Adjournment:
a) Motion to Adjourn.
Page 2of9
5.a) MSC2024-01 , Robin Dunn, Chief Executive Officer re: Municipal Servi...
Municipal Services Corp.
Staff Report
To: Council of the Township of Oro-Medonte - MSC Shareholder
From: Robin Dunn, Chief Executive Officer
Meeting Date: May 22, 2024
Report No.: MSC2024-01
Subject: MSC Board Appointments
Type: Requires Action
Motion No.:
Recommendation
It is recommended:
1. That Report No. MSC2024-01 MSC Board Appointments be received.
2. That Council appoint Mr. Paul Dewaele as an independent director for the MSC
Hold Co. & Operating Co.
3. That Council appoint the Township Director, Environmental Services to the MSC
Hold Co. & Operating Co. as the Interim Chief Executive Officer (CEO).
Background
In 2022, following a Board of Directors Recruitment Advertisement, seven (7)
expressions of interest were received and the CAO & Director, Environmental Services
individually met with the applicants to better understand their interest, background and
understanding of a Municipal Services Corporation (MSC) and answer any inquiries
related to the provision of Environmental Services. All candidates were then ranked in
accordance with the previously established criteria and on December 14, 2022 the
independent directors were appointed by Council.
On March 4, 2024 MSC Hold Co. & Operating Co. received written resignation from an
independent board member (Motion No. MSC240304-1).
On April 11, 2024 (Motion No. MSC240411-6) the MSC CEO & COO were directed to
contact the next ranked individual in the original call for expression of interest to discuss
the vacant board seat.
Municipal Services Corporation May 22, 2024
Report No. MSC2024-01 Page 1 of 3
Page 3of9
5.a) MSC2024-01 , Robin Dunn, Chief Executive Officer re: Municipal Servi...
Analysis
On May 9, 2024 the CAO & Director, Environmental Services (CEO & COO MSC) met
virtually with Paul Dewaele who confirmed his interest and availability to commit to the
vacant independent director position for the MSC Hold Co. & Operating Co.
Early this spring, the MSC Hold Co. & Operating Co. were advised of the pending
retirement of the Township of Oro-Medonte CAO. As a result of the pending retirement,
notice of resignation as MSC Hold Co.& Operating Co. Chief Executive Officer (CEO)
was provided to the MSC Board.
To support the workload and transition of the newly appointed Township CAO, it is
recommended that the Director, Environmental Services be appointed as Interim CEO
to the MSC Hold Co. & Operating Co.
Financial/Legal Implications/ Risk Management
Staff continue to work with the Hold Co. & Operating Co. Board of Directors, KPMG
LLP, Baker Tilly KDN LLP and Aird & Berlis to ensure the appropriate financial and legal
framework is in place and consistent with the classification of a government business
enterprise (GBE).
Policies/Legislation
Municipal Act
Ontario Regulation 599/06
Ontario Business Corporations Act
Unanimous Shareholders Agreement
Corporate Strategic Priorities
Financial Sustainability
Strengthen Operational Capacity
Consultations
Aird & Berlis, LLP
Municipal Services Corporation Hold Co. & Operating Co. Board of Directors
Attachments
None
Municipal Services Corporation May 22, 2024
Report No. MSC2024-01 Page 2 of 3
Page 4of9
5.a) MSC2024-01 , Robin Dunn, Chief Executive Officer re: Municipal Servi...
Conclusion
It is recommended that Council appoint Mr. Paul Dewaele as an independent director
for the MSC Hold Co. & Operating Co. to fill the current vacant board position and that
the Township Director, Environmental Services be appointed as the Interim Chief
Executive Officer (CEO).
Respectfully submitted,
Robin Dunn, Chief Executive Officer May 17, 2024
Municipal Services Corporation May 22, 2024
Report No. MSC2024-01 Page 3 of 3
Page 5of9
6.a) MSC2024-02, Robin Dunn, Chief Executive Officer; Michelle Jakobi, C...
Municipal Services Corp.
Staff Report
To: Council of the Township of Oro-Medonte - MSC Shareholder
From: Robin Dunn, Chief Executive Officer
Michelle Jakobi, Chief Operating Officer
Meeting Date: May 22, 2024
Report No.: MSC2024-02
Subject: MSC Report to Shareholder
Type: For Information Only
Motion No.:
Recommendation
It is recommended:
1. That Report No. MSC2024-02 MSC Report to Shareholder be received for
information only.
Background
In January 2020 and under the Business Corporations Act, the following Municipal
Services Corporations were incorporated:
• Oro-Medonte Holdings Corp. (i.e. Hold Co.)
• Oro-Medonte Utilities Corp. (i.e. Operating Co.)
From January 2020 to January 2023, several actions have been completed to progress
toward MSC ope rationalization.
Namely;
• Endorsement of an Asset Transfer Policy
• General year-end update to Council in 2022
• Board of Directors Appointments
• Documents for Operational ization
Municipal Services Corporation May 22, 2024
Report No. MSC2024-02 Page 1 of 3
Page 6of9
6.a) MSC2024-02, Robin Dunn, Chief Executive Officer; Michelle Jakobi, C...
All available public documents, frequently asked questions and history prior to
incorporation are posted on a dedicated Municipal Service Corporation landing page on
the Township website.
This report provides a formal update to the Council of the Township of Oro-Medonte as
the MSC Shareholder and has been prepared to overview MSC business activities from
2023 to present.
Analysis
From January 2023 to the present, joint meetings of the MSC Hold Co. & Operating Co.
were held as follows and included the described activities:
• June 19, 2023
o Orientation- Overview of Environmental Services 2023 & 2024 Operating
& Capital Budgets
• May 29, 2023
o Orientation- MSC Implementation Process to Date
o Orientation- MSC Incorporation & Overview (Corporate Governance)
o Completion of Directors' Declarations & Consent
• October 23, 2023
o Financial Planning- Presentation & Endorsement of the Water Financial
Plan
o Financial Planning- Presentation & Endorsement of the Communal Tile
Financial Plan
• January 15, 2024
o Legal Discussion (Aird & Berlis)- Board review of Draft By-laws,
Agreements, follow-up overview of Corporate Governance,
Indemnification Agreement
• March 4, 2024
o Overview MSC By-law No. 1 Holding Corp
o Overview MSC By-law No. 1 Operating Corp
o Overview Indemnification Agreement
o Overview Director Compensation
• April 11, 2024
o Endorsement of By-laws (as above)
o Appointment of Chair & Secretary
o CEO Update of Business Activities
o COO Update of Operational Activities
o Annual Resolutions Financial Statements
Moving forward, 2024 MSC business activities are projected to include preparation and
reporting of financial statements and multi-year budgets.
Municipal Services Corporation May 22, 2024
Report No. MSC2024-01 Page 2 of 3
Page 7of9
6.a) MSC2024-02, Robin Dunn, Chief Executive Officer; Michelle Jakobi, C...
Financial/Legal Implications/ Risk Management
Township staff continue to work with the Hold Co. & Operating Co. Board of Directors,
KPMG LLP, Baker Tilly KDN LLP and Aird & Berlis to ensure the appropriate financial
and legal framework is in place and consistent with the classification of a government
business enterprise (GBE).
Once completed, MSC financial statements will be reported to the Council of the
Township of Oro-Medonte as the MSC Shareholder under separate cover.
Policies/Legislation
Municipal Act
Ontario Regulation 599/06
Ontario Business Corporations Act
Unanimous Shareholders Agreement
Corporate Strategic Priorities
Financial Sustainability
Strengthen Operational Capacity
Consultations
Aird & Berlis, LLP
Municipal Services Corporation Hold Co. & Operating Co. Board of Directors
Attachments
None
Conclusion
To formally update the Council of the Township of Oro-Medonte as the MSC
Shareholder this report has been prepared to overview MSC business activities from
2023 to present.
Respectfully submitted,
Michelle Jakobi, Chief Operating Officer &
Robin Dunn, Chief Executive Officer
Municipal Services Corporation May 22, 2024
Report No. MSC2024-01 Page 3 of 3
Page 8of9
Ta) 2024-060: Being a by-law to confirm the proceedings of the Special ...
The Corporation of the Township of Oro-Medonte
By-Law No. 2024-060
Being a By-Law to Confirm the Proceedings of the Special Council Meeting
held on Wednesday, May 22, 2024
Whereas Section 5 of the Municipal Act, 2001, S.O. 2001, C. 25, as amended
provides that the powers of the Municipal Council shall be exercised by By-Law,
unless the municipality is specifically authorized to do otherwise;
And Whereas The Council of The Corporation of the Township of Oro-Medonte
deems it expedient that the proceedings at this Special Council Meeting be
confirmed and adopted by By-Law;
Now Therefore the Council of The Corporation of the Township of Oro-Medonte
hereby enacts as follows:
1. That the actions of the Council at its Special Council Meeting held on
Wednesday, May 22, 2024, and in respect to each Motion, Resolution and other
actions passed and taken by the Council at its said Meeting is, except where
prior approval of the Ontario Land Tribunal is required, hereby adopted, ratified
and confirmed.
2. That the Mayor and the proper Officials of the Township are hereby authorized
and directed to do all things necessary to give effect to the said action or to
obtain approvals where required and to execute all documents as may be
necessary on behalf of the Council of the Corporation of the Township of Oro-
Medonte.
3. That the Mayor/Chair and Clerk/Designate are hereby authorized and directed to
execute and affix the corporate seal to all necessary documents.
4. And That this by-law shall come into force and take effect on the final passing
thereof.
By-Law Read a First, Second and Third time, and Passed this 22"d day of
May, 2024.
The Corporation of the Township of Oro-Medonte
Mayor, Randy Greenlaw
Clerk,Yvonne Aubichon
Page 9 of 9