Règlement de Conseil

Règlement de Conseil

Nous regrettons que le règlement de Conseil est disponible seulement en anglais.

THE CORPORATION OF THE TOWN
OF COCHRANE
BY-LAW NUMBER 270-2003

Definitions
Cochrane Utilities Board
Composition
Term of Office
First Meeting; Number of Meetings Each Year
Vacancies; Removal
Reappointment
Remuneration
Open Meetings; Quorum
Minutes; Records
Administration, General manager and Other Persons
Powers and Duties; Limitations on Delegation; Consents
Budget; Business Plan; Annual Report; Fees and Charges
Charge Backs
Municipal Auditor
Direction of the Board
Review

Schedule "A"
Recitals
Interpretation
Objectives and Principles
Business of CUB
Operation and Control
Board of Directors
Conflict of Interest, Confidentiality and Code of Conduct
Town Matters
Reporting
Compliance
Amendments

BEING A BY-LAW TO ESTABLISH A SERVICES BOARD
DESIGNATED AS THE "COCHRANE UTILITIES BOARD"

WHEREAS under subsection 195(2) of the Municipal Act, 2001, S.O. 2001, c. 25 a municipality may establish a municipal service board in respect of telephone services, water and wastewater services and other utilities;

AND WHEREAS the Municipal Council of the Corporation of the Town wishes to establish a Services Board having responsibility for the operation and maintenance of the telephone system and its related services;

AND WHEREAS the Municipal Council of the Corporation of the Town of Cochrane wish to delegate certain powers to the new Municipal Service Board named as the "Cochrane Utilities Board", until such time as Council may deem it necessary to dissolve the Board, subject to certain limitations on the powers and certain procedural requirements including conditions and approvals from Council which apply to such powers in accordance with Section 195 of the Municipal Act, 2001;

NOW THEREFORE THE MUNICIPAL COUNCIL OF THE CORPORATION OF THE TOWN OF COCHRANE ENACTS AS FOLLOWS:

1. Definitions

1.1 As used in this chapter, the following terms shall have the meanings indicated:

(a) "Act" - The Municipal Act, 2001, S.O. 2001, c. 25;

(b) "Board" - The members constituting the body corporate of the CUB;

(c) "CAO" - The Chief Administrative Officer of the Town;

(d) "Chair" - The person elected by the Board as the Chair of the Board;

(e) "CUB" - The Cochrane Utilities Board established under Subsection 2A;

(f) "Municipality" - The Corporation of the Town of Cochrane;

(g) "Municipal Auditor" - The Municipal Auditor appointed by the Municipal Council from time to time;

(h) "Town" - The Corporation of the Town of Cochrane.

2. Cochrane Utilities Board

2.1 A municipal service board to be known as the "Cochrane Utilities Board" (or "CUB") is established.

The purpose of the CUB are:

(1) The maintenance of the telephone service system and related Internet services systems and other telephone electronic communications systems and services.

(2) To provide access to Municipal residents and all customers within the Town of Cochrane with telephone and related Internet and telephone-related
communication systems and services.

(3) To maintain uninterrupted and secure telephone and related Internet and communication services within the control and management delegated to it.

(4) To take all necessary actions to ensure the long-term sustainability of the telephone and related Internet and communication systems and services.

(5) To promote the interests of the telephone and related Internet and communications systems to Council, to other levels of government, and to the public.

3. Composition

3.1 The CUB shall consist of three (3) members appointed by Council, each of whom shall be a person qualified to be elected or to hold office as a member of Council.

3.2    Two (2) members shall be non-Council members and one (1) member shall be a Council member. Council shall, in appointing non-Council members
          endeavour to obtain business expertise, and expertise in the fields of telecommunication, accounting, or bankingfor the purposes of encouraging initiative and
          promoting the growth of telecommunications in the Town of Cochrane.

3.3 The Chair of the Board shall be a non-councillor member appointed annually by the CUB.

4. Term of Office

4.1 With the exception of appointments to the first Board, the Councillormember shall hold office for a period of twenty four (24) months or as determined from time to
time by Council but in any event shall not extend past the end of the term of office of the appointing council.

4.2 Non-councillor members shall hold office for a period of 24 months, but for the purposes of continuity the first appointments only shall be for three varying terms of
twelve (12) months, twenty-four (24) months and thirty six (36) months but in any event shall not extend past the end of the term of office of the appointing council.

4.3 Subject to section 6.1, and despite the limitation that the term of any appointment shall not extend past the end of the term of office of the appointing council, all
appointed members shall continue to hold office until their successors are appointed.

5. First Meeting: Number of Meetings Each Year

5.1 The Chair of the CUB is authorized to call the first meeting of the Board in each new term of the Board. However the first meeting of the Board shall be held no later
than thirty (30) days after its term commences.

5.2 The Board shall meet at least eight (8) times every calendar year and, in addition, at any time at the request of a majority of the members of the Board or at the call
of the Chair.

6. Vacancies: Removal

6.1 Each member of the Board holds office at the pleasure of the appointing Council.

6.2 A member of the Board who is a member of Council ceases to be a member of the Board if he or she ceases to be a member of Council.

6.3 A member of the Board may resign from office by providing notice in writing to the Board.

6.4 Despite Subsection 6.3 a resignation is not effective if it would reduce the numbers of the board to less than quorum.

6.5 If the office of a member of the Board becomes vacant, the Board shall:

(1) Declare the office to be vacant at its next meeting or, if the vacancy occurs as a result of the death of a member, at either of its next two meetings; and

(2) Immediately forward a copy of its declaration to Council.

6.6 In the case of a vacancy for any cause, the person appointed to fill the vacancy shall be qualified to be appointed and shall hold office for the balance of the term for
which his or her predecessor was appointed.

6.7 Any member of the CUB who fails to attend two successive scheduled meetings of the Board shall forfeit his or her appointed seat and Council shall appoint a
person to fill the vacancy in accordance with section 6.6 above.

7. Reappointment

7.1    A member is eligible for reappointment on the expiration of his or her term if he or she continues to be a person qualified to be elected as a member of Council and
          meets the requirements of any applicable policies adopted by Council with respect to appointment to Town of Cochrane Agencies, Boards, Commission and
          Special Purpose Bodies.

8. Remuneration

8.1 The members of the Board shall receive remuneration in the amount of THIRTY-FIVE ($35.00) dollars for each meeting attended by that member.

8.2 The Chair shall received remuneration in the amount of FORTY ($40.00) dollars for each meeting attended.

8.3 Members may also be reimbursed for expenses if those expenses are actually incurred or are a reasonable estimate, in the opinion of the Board, of the actual
expenses that would be incurred. Expense reimbursement by the Board shall be in accordance with Section 12.6 of this By-law.

8.4 The Board shall, on or before January 31, in the following year, provide Council with an itemized statement of the remuneration and expenses paid to its members
for the year.

9. Open Meetings: Quorum

9.1 All meetings of the CUB shall be open to the public except where a meeting may be closed to the public by this Act.

9.2 A person may be expelled from a meeting for improper conduct at a meeting.

9.3 A majority of the members of the Board constitutes a quorum.

10. Minutes: Records

10.1 The CUB shall keep minutes of its meetings and shall forward copies of the minutes and proceedings to every member of the Board and to the Municipal CAO.

10.2 The Municipal CAO shall, at all times, act as Secretary to the Board and shall retain and preserve the records of the CUB including its by-laws, resolutions, minutes,
statements of remuneration and expenses, and proceedings of regular, special or committee meetings. Such records will be retained and preserved in accordance
with the record retention period established by Council and approved by the Auditor.

11. Administration, General Manager, and Other Persons

11.1 Administration for the CUB shall be provided through a General Manager, a Manager of Telephone Services and a Chief Financial Officer.

11.2 To ensure that CUB is operated with maximum efficiency the CUB General Manager shall, at all times, be the CAO of the Town or hisor her designate.

11.3 The CUB Manager of Telephone Services shall be designated byCouncil and shall be responsible for day-to-day operations of the telephone, Internet and related
communications services in accordance with the Job Description provided by Council from time to time and shall report to the General Manager.

11.4 The CUB Chief Financial Officer shall be designated by the Council and shall be responsible for management of the financial affairs of CUB in accordance with
the Job Description provided by Council from time to time and shall report to the General Manager.

12. Powers and Duties: Limitations on Delegation; Consents

12.1 Subject to the limitations and conditions in this section (including conditions relating to matters requiring the consent and approval of Council) the following powers,
rights, authorities and privileges of the Council with respect to the control and management of the Town's telephone, Internet and related communications services
are delegated to the CUB, to be exercised, in all respects, in accordance with an written Direction provided by Council to the CUB from time to time:

(1) the management or supervision of the management of the business and affairs of the CUB;

(2) the management of Municipal assets related to the telephone and related Internet and communications services and systems including making of all operational
decisions in respect of those assets;

(3) the management or supervision of the management of the telephone and related Internet and communications services workforce, provided that the
management is done in accordance with all Municipal policies respecting staffing, compensation and other human resource matters;

(4) recommending fees and charges to Council in respect of telephone and related Internet and communications services;

(5) the development of annual and long-range strategies and plans;

(6) the use of revenues generated by the telephone, Internet and related communications services for the operation and maintenance of those services;

(7) the making of contributions to Municipal reserves and reserve funds, authorized by the Municipality, for the purpose of the services, and for the operation and
maintenance of those services;

(8) when such expenditures are provided for, all surplus revenues shall form part of the general funds of the municipality.

12.2 Notwithstanding any of the powers granted by this By-law, the CUB shall seek the approval of Council before undertaking any of the following:

(1) exercising any of its powers outside of the Town of Cochrane;

(2) supplying telephone and related Internet or communication services outside of the Town of Cochrane or the 272 Exchange;

(3) extending, enlarging, improving or altering the telephone and related Internet or communications services;

(4) the selling, leasing or other disposition of the whole of the telephone and related Internet and communications services or all or any part of the real or personal
property related to those services.

12.3 The CUB shall seek Council approval for its:

(1) annual operating and capital budget, to be provided by the 31st day of March of each year or as otherwise directed by the CAO from time to time;

(2) five-year Business Plan; and

(3) multi-year capital plan.

12.4 The powers exercised by the CUB shall also be subject to, and in accordance with, those by-laws passed by Council from time to time:

(1) imposing fees and charges in respect of telephone and related Internet and communications services;

(2) relating to all other financing in respect of those services as determined from time to time by applicable legislation and other regulatory controls provided by the
C.R.T.C.; and

(3) approving all contracts between the CUB and any third parties related to the services and systems of the CUB.

12.5 Any of CUB's financial control and purchasing policies shall at all times be in a form satisfactory to the CAO and in accordance with existing Municipal policies.

12.6 The Board shall reimburse expenses to members in accordance with any Municipal policy with respect to expense reimbursement of members of Municipal
Agencies, Boards, Commission and Special Purpose Bodies. Expenses shall not be reimbursed by the Board except in accordance with a Board resolution
authorizing the expense reimbursement.

12.7 Despite Subsection 12.2 (3) the CUB may extend, enlarge, improve or alter the telephone and related Internet and communications services if the financing of such
an extension, enlargement, improvement or alteration has been included in a CUB operating or capital budget approved by Council.

12.8 The CUB shall, at the times and in the form requested, promptly provide the Town of Cochrane with information requested by the Town relating to telephone and
related Internet and communications services.

13. Budget: Business Plan: Annual Report: Fees and Charges

13.1 The CUB shall submit its annual operating and capital budget in the form, and at the time, required by the CAO and shall indicate what, if any, reserves or reserve
funds should be established. The CUB shall also make recommendations with respect to fees and charges necessary to support the telephone and related Internet
and communications services at the time of its budget submission.

13.2 The CUB shall submit, no later than sixty (60) days prior to a year-end, a Business Plan for the next five (5) years. The Business Plan shall be submitted to the Chief
Administrative Officer in the form required by him or her and it shall include:

(1) strategic directions for the coming five (5) years;

(2) operational plans, including financial and human resource matters;

(3) any proposed new programs and policy directions;

(4) asset management and capital plans

(5) pro forma financial statements; and

13.3 The CUB shall submit an annual report to Council for the preceding year within one hundred and twenty (120) days of the end of that year. The annual report shall be
in the form required by Council and shall include:

(1) audited financial statements;

(2) information regarding the efficiency and effectiveness in the delivery of telephone and related services and any barriers to the achievement of improvements in
the delivery of those services;

(3) explanations and information regarding any material variances between actual results from operations and the current Business Plan; and

(4) any other information required by Council.

14. Charge Backs

14.1 The CUB shall pay the cost for secretarial services, payroll, benefits, personnel and labour relations, health and safety services, other human resource services,
accounts payable services, office supplies, stock-keeping or purchasing services or any other services provided to it from time-to-time by the Town. The CUB shall
also pay for all insurance premiums paid by the Town on its behalf respecting telephone and related Internet and communications services.

15. Municipal Auditor

15.1 The Municipal Auditor appointed by the Town of Cochrane to annually audit the Town's accounts, transactions, and financial statements shall be the auditor of the
CUB.

15.2 The Municipal Auditor shall have the right of access at all reasonable hours to all records of the CUB.

15.3 The CUB shall be responsible for all audit and review requirement except the audit of its accounts, transactions, and financial statements by the Municipal Auditor
as may be directed by Council.

15.4 The CUB shall include in its budget the audit fees attributable to the audit of its accounts, transactions, and financial statements by the Auditor.

16. Direction of the Board

16.1 The Municipal Council of the Corporation of the Town of Cochrane deems it necessary and advisable to articulate the Municipality's objectives, with respect to
          CUB, and to establish certain principles of governance. These are found in the document attached hereto, entitled "Direction to the Board", marked Schedule "A",
          forming part of this By-Law. In the event of any conflict between the terms of the Direction to the Board, and the terms of this By-Law, this By-Law shall in all respect
          govern.

17. Review

17.1 The Municipal Council of the Corporation of the Town of Cochrane shall, by November 30th of each and every year conduct a review of the Board's mandate. Such
review may provide for dissolving of the Board pursuant to Subsection 216 of the Municipal Act, 2001 or the provision of additional direction to the Board which may
be provided from time to time through amendments of this By-Law.

This By-law shall come into force on December 1, 2003.

READ a first and second time this 3rd day of November, 2003.

Donald V. Genier Pierre Demers
Mayor Clerk

READ a third time and finally passed this 3rd day of November, 2003.

Donald V. Genier Pierre Demers
Mayor Clerk

Schedule "A"
forming part of By-Law Number 270-2003

RECITALS

1. Unless inconsistent with the context, capitalised terms used in these recitals have the meanings set out in Section 1;

2. CUB is a Municipal Service Board established by the Town of Cochrane under the authority of subsection 195(2) of the Municipal Act, 2001;

3. A municipal service board is a local board, as defined in the Municipal Act (2001); and;

4. The Town of Cochrane wishes to

(a) articulate for the Members of CUB the Town's objectives and the Town's expectations of the principles to which CUB shall adhere in carrying on business, and

(b) establish certain principles of governance relating to CUB.

NOW THEREFORE THIS DIRECTION WITNESSES:

ARTICLE 1 - INTERPRETATION

1.1 Definitions

In this Direction, the following terms have the meanings set our below:

"Board" means the Board of Directors of CUB;

"CAO" means the Chief Administrative Officer (and may include, where referenced, the Clerk, Treasurer or other administrative official of the Town of Cochrane or
the person designated to act in that capacity from time to time);

"Chair" means the Member of CUB appointed as chair of the Board by Council;

"CUB" means the Cochrane Utilities Board, a municipal service board established by Municipal By-Law;

"Town" mean the Town of Cochrane;

"Municipal Auditor" means the Municipal Auditor for the Town of Cochrane;

"Council" means the Council of the Town of Cochrane;

          "Financial Statements" means, for any particular period, comprehensive financial statements of CUB consisting of not less than a statement of revenues and
          expenses, and such other statements, reports, notes and information prepared in accordance with accounting principles generally accepted for Canadian
          municipalities and as are required in accordance with any applicable laws;

"Member" means member of the Board;

"Service" or "Services" means telephone and related Internet and communications services.

ARTICLE 2 - OBJECTIVES AND PRINCIPLES

2.1 Purpose of Direction

This Direction is made solely for the purposes of articulating the Town's objectives regarding CUB and establishing certain principles of governance. In the event of
any conflict between the terms of this Direction, and the terms of the By-laws relating to the CUB, the By-laws shall in all respect govern.

2.2 Town Objectives

The Town's objectives for establishing a municipal service board for telephone and related Internet and communications services are as follows:

(a) to provide focus on and attention to the Service;

(b) to engage expertise through citizen application on the Board;

(c) to permit the Service to operate in a manner appropriate to its business; and

(d) to better protect the Service and its dedicated revenues to ensure no cross-subsidization of tax-based programs.

2.3 Principles

CUB is integral to the health, safety and wellbeing of the residents of the Town of Cochrane. The Town directs that, in the best interests of CUB and the community of
stakeholders whom CUB affects, all members of the Board shall cause CUB to conduct its affairs:

(a) with its first consideration, above all others, being the protection of public health and safety through the provision of quality telephone and related Internet and communications services;

(b) in a manner designed to meet or exceed all objectives and standards set by the federal, provincial and municipal governments;

(c) with respect for the workforce responsible for telephone and related Internet and communications services and the collective agreements to which they are a party, and with due regard for their health and safety;

(d) with respect for the contributions of its advisors and its volunteers;

(e) in compliance with all applicable laws;

(f) in compliance with the Town’s strategic planning documents in place from time to time;

(g) in compliance with the Town’s Official Plan and all Secondary Plans;

(h) in accordance with the financial and strategic objectives as set out in its Council-approved Business Plans from time to time.

2.4 Operating Objectives

The Town’s objective for the operation of the CUB are as follows:

(a) CUB shall manage the business activities set out in Section 3.1 in a financially prudent manner, striving for improved productivity and efficiency and with consideration for consumer affordability;

(b) CUB shall manage the Town’s assets related to the telephone and related Internet and communications services, including making all operational decisions in respect of those assets, with a view to protecting those assets, maximizing their value and ensuring the long-term sustainability of the system; thus ensuring a profitability margin;

(c) CUB shall manage or supervise the management of the telephone and related Internet and communications services workforce in accordance with all Municipal policies respecting staffing, compensation and other human resource matters, and within the provisions of the collective agreements in effect.

(d) CUB shall ensure an adequate, uninterrupted and secure supply of telephone and related Internet and communications services within the control and management delegated to it;

(e) CUB shall promote the interests of the Town’s telephone, Internet and related communications systems to Council, other levels of government and the general public;

(f) CUB shall engage and involve the community on issues relating to telephone and related Internet and communications services as they are impacted by the telephone, Internet and related communications systems;

(g) CUB shall inform the public of any program changes, new plans and special projects; and

(h) CUB shall provide timely information to council about programs and activities in the community.

And in all respects such management, services and operations as set out above shall be subject to the By-laws of the Council passed from time to time and the limits on the power and those procedural requirements, conditions, consents and approvals required, and as set out in the By-laws governing the CUB.

ARTICLE 3 – BUSINESS OF CUB

3.1 Business Activities

Subject to the procedural requirements and conditions, terms and approvals provided for in any municipal by-law governing the CUB, and the ongoing ability of CUB to meet the objectives of the Town set out in this Direction and the ability of the Board to demonstrate the same, CUB may engage in any of the following business activities:

(a) The operations and maintenance of telephone and related Internet and communications services

(b) any actions which support (a) above; and

(c) other activities which support the objectives set out in Section 2.4.

3.2 Operational Decisions

The Town shall employee the telephone and related Internet and communications services staff and shall own all related assets. Except as set out elsewhere in this Direction, the Board shall be responsible for the management of those assets, making all operational decisions and being held accountable for these decisions through submission to the Town, for approval, of its annual Budgets see Section 8.1) and Business Plans (see Section 8.2).

3.2 Services Purchased from the Town

The CUB shall obtain approval from the CAO in regards to all services it purchases from Municipal Departments, Agencies, Boards and Commissions so as to pre-define the levels of, and charges for, such services.

ARTICLE 4 – OPERATION AND CONTROL

4.1 Board Responsibilities

(a) Subject to any matters requiring approval of the Town pursuant to the Municipal By-law governing CUB, this Direction or other directions, policies or by-laws in effect from time to time, the Board shall manage or supervise the management of the business affairs of CUB, including the following specific matters:

(i) developing annual and long-range strategies and plans consistent with the provisions of this Directions;

(ii) using the revenues generated by telephone, Internet and related communications services solely for the operation and maintenance of the Service and for contributing to the reserves and reserve funds maintained by the Town for the purpose of the service;

(iii) recommending to Council, through reports in support of CUB resolutions, appropriate financial measures, including appropriate fees and charges (including rates), reserves and reserve funds, consistent with sound financial principles and the performance objectives provided for herein; and

(iv) creating and maintaining records that constitute a reliable and accessible account of its decisions, policies and transactions.

(b) The CUB shall adhere to the Municipal Procedural By-law in place from time to time.

ARTICLE 5 – BOARD OF DIRECTORS

5.1 Information Regarding Composition of the Board

As background information for members of the Board, and without restricting the rights of the Towns, this article provides Members with information regarding composition of the Board.

5.2 Qualifications of Members

In naming Members to the Board, the Town will give due consideration to the qualifications of candidates, including:

(a) a combination of extensive experience or knowledge with respect to:

(i) Telecommunications, information technology, communications system;

(ii) business and financial management, specifically in the telephone and related Internet and communications industry;

(iii) capital planning; and

(b) independence of judgement;

(c) personal integrity; and

(d) those qualifications required by law to be elected as a member of Council in the Town of Cochrane.

5.3 Composition of the Board

The Board will be composed of three (3) Members, comprising of two (2) non-Councillor Members and one (1) members of Council. The Chair of the Board shall be one of the non-Councillor Member appointed annually by CUB.

5.4 Vacancies

Each member of the Board holds office at the pleasure of the appointing Council.

A member of the Board who is a member of Council ceases to be a member of the Board if he or she ceases to be a member of Council.

A member of the Board may resign from office by providing notice in writing to the Board.

Despite Subsection (c) a resignation is not effective if it would reduce the numbers of the board to less than quorum.

If the office of a member of the Board becomes vacant, the Board shall:

(1) Declare the office to be vacant at its next meeting or, if the vacancy occurs as a result of the death of a member, at either of its next two meetings; and

(2) Immediately forward a copy of its declaration to Council.

In the case of a vacancy for any cause, the person appointed to fill the vacancy shall be qualified to be appointed and shall hold office for the balance of the term for which his or her predecessor was appointed.

Any member of the CUB who fails to attend two successive scheduled meeting of the Board shall forfeit his or her appointed seat and Council shall appoint a person to fill the vacancy in accordance with the sections above.

5.5 Term of Appointments

(a) With the exception of appointments to the firs Board, the Council member shall hold office for a period of twenty four (24) months or as determined from time to time by Council, but no term of an appointed member shall extend past the end of the term of office of the appointing Council.

(b) Non-councillor members shall hold office for a period of 24 months, but for the purposes of continuity the first appointments only shall be for three varying terms of twelve (12) months, twenty-four (24) months and thirty six (36) months, but no term of an appointed member shall extend past the end of the term of office of the appointing Council.

(c) Subject to section 6.1, and notwithstanding the limitation prohibiting a term to extend past the end of the tern of office of the appointing Council, all appointed members shall continue to hold office until their successors are appointed.

5.6 First Meeting; Number of Meetings Each Year

(a) The Chair of the CUB is authorized to call the first meeting of the Board in each new term of the Board. However the first meeting of the Board shall be held no later than thirty (30) days after its term commences.

(b) The Board shall meet a least eight (8) times every calendar year and, in addition, at any time at the request of a majority of the members of the Board or at the call of the Chair.

5.7 Remuneration

(a) The remuneration of the members of the Board for their services as Members shall be in the amount of $35.00 per Board meeting attended. The remuneration of the Chair shall be $40.00 per Board meeting attended.

(b) The Board has the authority to determine for what activities, how and under what circumstances Board members shall be reimbursed for expenses, as long as they do so in accordance with any Municipal policy with respect to Board reimbursement that might be in effect at the time, and as long as those expenses are actually incurred or are, in the Board’s opinion, a reasonable estimate of the expense that would be incurred. Reimbursement will only be made for expenses approved by resolution of the Board.

ARTICLE 6 – CONFLICT OF INTEREST, CONFIDENTIALITY AND CODE OF CONDUCT

6.1 Conflict of Interest Policy

The Members shall strictly abide by the requirements of the Municipal Conflict of Interest Act and the Municipal Act, 2001 and any Municipal policies in respect of conflicts of interest, including any requirements in respect of disclosure and abstention from voting.

6.2 Confidentiality

The Members shall strictly abide by the requirements of the Municipal Freedom of Information and Protection of Privacy Act and Town’s policies in respect of confidentiality with regard to the disclosure of confidential information, including confidential reports.

6.3 Code of Conduct

The Members shall strictly abide by the requirements of the Code of Conduct for Members of Council, as it applies to appointees to Town Agencies, Boards and Commissions.

ARTICLE 7 – TOWN MATTERS

7.1 Approvals and Decisions of the Town

The following shall apply with respect to any matters that require Town approvals or decisions under the provisions of this Direction or otherwise:

(a) the CUB is required to seek Town approvals through the submission of reports to Council through the standing committee designated by Council from time to time for that purpose;

(b) the CUB shall abide by the processes and procedures determined by the Town’s CAO with respect to submission of reports to Council and/or Standing Committees;

(c) the CUB shall, at the times and in the form requested, provide the Town with information requested by the Town relating to telephone and related Internet and communications services.

7.2 Matters Requiring Town Approval or Adherence to Municipal By-law

The CUB shall seek Council approval for the following matters or shall adhere to by-laws passed by Council relating to the following matters:

(a) its Business Plan, annual operating budget and capital budget, and multi-year capital plan;

(b) exercising any of its powers outside of the Town of Cochrane;

(c) supplying of telephone and related Internet and communications services outside of the Town of Cochrane or the 272 Exchange;

(d) by-laws imposing fees and charges in respect of telephone and related Internet and communications services.

(e) by-laws relating to all other financing in respect of those services as determined from time to time by applicable legislation and other regulatory controls provided by the C.R.T.C.; and

(f) by-laws approving all contracts between the CUB and any third parties related to the services and systems of the CUB.

7.3 Matters Delegated to the CUB

The CUB need not seek Council approval for the following:

(a) delegation of specific financial authority to senior telephone and related Internet and communications services staff, subject to compliance with the approved Budget and Municipal Policies and Procedures governing same;

(b) day-to-day management of the telephone and related Internet and communications services workforce, in accordance with Municipal Policies. Negotiations with the unions that affect the collective agreement must be done with the Town’s CAO;

(c) undertaking any of the Town Objectives listed in Section 2.4; and

(d) undertaking any of the Business Activities listed in Section 3.1.

7.4 Purchasing and Financial Control By-laws

Purchasing and Financial Control By-laws of the CUB must be satisfactory to the CAO.

7.5 Fiscal Year

The fiscal year of the CUB shall be the same as the fiscal year of the Town of Cochrane.

ARTICLE 8 – REPORTING

8.1 Budget

The Board shall submit its annual operating and capital budget and multi-year capital plan in the form and at the times required by the CAO and shall indicate what, if any reserves and reserve funds should be established, and what fees and charges are required to support the telephone and related Internet and communications services.

8.2 Business Plan

Beginning in 2004, and not later than March 31^st of each year, the Board shall approve and submit to the Chief Administrative Officer a Business Plan for the next five fiscal years. After the first Business Plan, the Board shall prepare the Business Plan on a consistent basis with the Business Plan then in effect. CUB shall carry on its business and operations in accordance with the Business Plan which shall include, in respect of the period covered in such plan:

(a) the strategic direction for the coming five years;

(b) any proposed new programs and policy directions;

(c) business cases for any proposed new programs;

(d) operational plans, including human resource implications;

(e) asset management and capital plans;

(f) an operating and capital budget for the next fiscal year thereafter for each year of the five-year plan, including the resources necessary to implement the Business Plan;

(g) the projected annual revenues for each fiscal year during the term of the Business Plan;

(h) pro forma Financial Statements

(i) any material variances from the Business Plan then in effect.

8.3 Annual Report and Financial Statements

Within 120 days after the end of each fiscal year, the Board shall prepare an annual report and submit this report to Council. This report shall include:

(a) audited Financial Statements;

(b) such explanations, notes and information as are required to explain and account for any variances between the actual results from operations and the budgeted amounts set forth in the then current Business Plan, and any material variances in the projected ability of CUB to meet or continue to meet the objectives of the Town;

(c) information that is likely to materially affect the Town’s objectives;

(d) information regarding any matter, occurrence or other event which is a material breach of the requirements of this Direction or a material breach or violation of any law, including major findings of internal and other audits;

(e) information on the quality of telephone and related Internet and communications services;

(f) information regarding the efficiency and effectiveness in the delivery of telephone and related Internet and communications services and any barriers to the achievement of improvements in the delivery of those Services;

(g) information, both quantitative and qualitative, regarding the performance of CUB such that the Town can determine that this Direction has been complied with; and

(h) any such additional information as the Town may specify from time to time.

Following submission of each report, the members shall make themselves available, if requested, to meet with Council or the appropriate committee of Council, or both to discuss the report.

8.4 Access to Records and Information

(a) CUB is bound by the Municipal Freedom of Information and Protection of Privacy Act.

(b) All meetings of the CUB shall be open to the public except where a meeting may be closed to the public in accordance with legislation.

(c) All agendas, reports and minutes arising from meetings of the CUB shall be made available to the public, except for confidential reports and minutes of meetings held in closed session in accordance with the provisions of the Municipal Act, 2001.

8.5 Audit

(a) The accounts and transactions and the annual Financial Statements will be audited by the Municipal Auditor of CUB, as appointed by the Town.

(b) All audit and review requirements other than the annual auditing of the accounts and transactions and the Financial Statements of the CUB, and any audits and reviews that might be directed by Council to be performed by the Municipal Auditor from time to time, will be the sole responsibility of the Board.

(c) The Municipal Auditor shall have access to and may review any and all records of the CUB at all reasonable hours.

(d) The CUB shall pay the costs of the annual audit of its accounts and transactions and Financial Statements by the Auditor.

ARTICLE 9 – COMPLIANCE

9.1 Municipal By-laws and Policies

The CUB shall at all time comply with the requirements of Municipal By-laws or Policies and directives.

ARTICLE 10 – AMENDMENTS

10.1 Amendments to Direction

Council in its sole discretion may amend this Direction on written notice to the Board. The Amendments shall come into effect such date as Council in its sole discretion may specify.

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