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09-39COUNTY OF ELGIN By -Law No. 09 -39 "BEING A BY -LAW TO AUTHORIZE THE INCORPORATION OF "SOUTH CENTRAL ONTARIO REGION (SCOR) A NON PROFIT CORPORATION ESTABLISHED UNDER THE CORPORATIONS ACT (ONTARIO), AS AMENDED, WHOSE MEMBERS ARE THE CORPORATION OF THE COUNTY OF ELGIN, THE CORPORATION OF THE COUNTY OF BRANT, THE CORPORATION OF THE COUNTY OF MIDDLESEX, THE CORPORATION OF THE COUNTY OF NORFOLK AND THE CORPORATION OF THE COUNTY OF OXFORD (THE "CORPORATION WHEREAS Section 203 of the Municipal Act (Ontario), as amended, enables a municipality to establish corporations and authorizes Regulations establishing the terms under which such corporations shall be established; and WHEREAS Ontario Regulation 599/06 confirms the power of the municipality to establish corporations and sets out the terms under which the municipality shall exercise such powers either by itself or with other municipalities or public sector entities; and WHEREAS the initial members of the Corporation shall be The Corporation of the County of Elgin, The Corporation of the County of Brant, The Corporation of the County of Middlesex, The Corporation of the County of Norfolk and The Corporation of the County of Oxford; and WHEREAS The Corporation of the County of Elgin has agreed to incorporate a corporation pursuant to Section 203 of the Municipal Act (Ontario), as amended, for the following objects: and The establishment of an economic development organization for the purposes of: a) Promoting and pursuing a regional approach to economic development; b) Promoting development that will ensure the vitality and sustainability of member communities; c) Harnessing the region's potential and becoming a rural economic powerhouse in Ontario and Canada; d) Establishing the Corporation as a means to help create a strategic, integrated and globally competitive economic region; e) Securing public sector support for the said objects; and such other complementary purposes not inconsistent with these objects. (hereinafter called the "Corporation's Objects and WHEREAS The Corporation of the County of Elgin has, along with the Corporation's other Members, completed a business plan and consulted with the public about the proposal to establish the Corporation as required in accordance with Sections 6 and 8 of Ontario Regulation 599/06; and WHEREAS the Corporation has not adopted an asset transfer policy as neither The Corporation of the County of Elgin or the Corporation's other Members intend to transfer assets to the Corporation, thereby alleviating the requirement for an asset transfer policy that would otherwise be required under Ontario Regulation 599/06; -2- NOW THEREFORE, be it resolved the Municipal Council of the Corporation of the County of Elgin hereby authorizes and enacts as follows: 1. The incorporation of the .Corporation having the corporate name "South Central Ontario Region (SCORee)" is hereby authorized; 2. Q n~L ~I is hereby appointed as The Corporation of the County of Elgin's representative to exercise its rights as a Member of the Corporation. By resolution, Council for The Corporation of the County of Elgin shall have the right to appoint any other Member representative(s) for the Corporation from time to time; 3. The Warden and the Clerk are hereby authorized to sign the Proxy document annexed hereto as Schedule "A". Without limiting the Member representative's authority under the said Proxy, the Member representative of The Corporation of the County of Elgin shall, where applicable, have the authority to sign all necessary Letters Patent, Applications for Incorporation, By-Laws and other constating documents that may be required for the purpose of incorporating the Corporation; 4. The Warden and the Clerk shall have the authority to appoint The Corporation of the County of Elgin's representatives to the Board of Directors of the Corporation; 5. John R. Wilson and Robert Habkirk are hereby appointed as The Corporation of the County of Elgin's nominees to the Board of Directors of the Corporation. By Resolution, Council for The Corporation of the County of Elgin shall have the right to appoint any other Directors for the Corporation from time to time; 6. Without limiting the authority of the said Directors at law, the Directors appointed in Section 5 herein are hereby authorized to sign all necessary Letters Patent, Applications for Incorporation, By-Laws and other constating documents that may be required for the purpose of incorporating the Corporation; 7. The Warden and the Clerk shall have such other authority as may be required for the due carrying out of the foregoing; 8. The Member representative for The Corporation of the County of Elgin appointed under the said Proxy shall have such authority as may be required for the due carrying out of the foregoing; and 9. The Directors of the Corporation appointed by The Corporation of the County of Elgin shall have such other authority as may be required for the due carrying out of the foregoing. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 10T" DAY OF DECEMBER 2009. Chief Administrative Officer. Warden. SCFlE, {~~ LL /~ 99 IPR®/®I f1 D /'1`.I ® LODGE E T TO: South Central Ontario Region (BOOR) (the "Corporation") THE UNDERSIGNED, being a Member of the Corporation, hereby appoints dn~t ie [~GG,~-~( , as proxy holder, to attend meetings of the Membership of the Corporation and to vote on behalf of the undersigned at the Annual General Meetings of the Corporation and any Special Meetings of the Corporation until such time as this proxy is revoked by the undersigned. The undersigned confirms that this proxy shall be revocable without notice to the proxy holder at the undersigned's sole and absolute discretion. DATED this 10th day of December, 2009. TliE C®RP®F2,41'I® OF THE C 1'Y ®F ELG9 CK ® LEDGE E T ®F PR®XY ~ ~~~e UQt~~ ,the aroxv holder appointed above, hereby confirms that they accept the said proxy from The Corporation of the County of Elgin and the proxy holder acknowledges that they are appointed at the pleasure of The Corporation of the County of Elgin and that the said proxy is revocable at the sole and absolute discretion of The Corporation of the County of Elgin without notice. Further, the undersigned hereby agrees to exercise any rights under the said proxy in accordance with any written instructions provided by The Corporation of the County of Elgin to the undersigned. The undersigned also confirms The Corporation of the County of Elgin's status as the registered and beneficial Member of the Corporation. DATED this 10t" day of December, 2009. Name: ~°-._.._, ~l7f~ J ~ ~LvC~ We have authority to bind the Corporation.