Mandate and Responsibilities

In October 2013, under the authority of the City of Toronto Act, 2006 and Ontario Regulation 609/06, City Council approved the incorporation of Toronto Pan Am Sports Centre Inc. under the Business Corporations Act (Ontario), with the City and the University as equal shareholders.

The mandate of Toronto Pan Am Sports Centre Inc. (TPASC Inc.) is to operate and maintain the Sports Centre on behalf of the City of Toronto and the Governing Council of the University of Toronto, who are the co-owners. The Sports Centre includes an aquatic centre and field house developed for staging the 2015 Pan American and Parapan American Games and subsequently maintained as a legacy facility for use by the City, the University and sports organizations for recreational programming, fitness training and high performance athlete training.

The Board of Directors is responsible for supervising the management of the business and affairs of TPASC Inc. including the following:

  • appointing the officers of TPASC Inc. and hiring senior managers;
  • ensuring TPASC Inc. operates and is open and accessible to users twelve months of the year generally on a seven-day-a-week basis to maximize its use;
  • ensuring TPASC Inc. is maintained in good repair and safe operating condition;
  • ensuring TPASC Inc. conducts its operations and affairs in accordance with policies, objectives and directions determined by the Board or the shareholders or co-owners;
  • approving business and strategic plans, financial strategies, and operating and capital budgets for TPASC Inc. and ensuring compliance by TPASC Inc.;
  • ensuring TPASC Inc. complies with applicable laws and agreements; and
  • ensuring that actions or decisions requiring co-owner or shareholder approval are not authorized, undertaken or approved by the Board or by TPASC Inc. without the required prior approval of the co-owners or shareholders.

Board Size and Composition

The Board of Directors consists of 10 members and is composed of:

  • 5 Directors appointed by the Governing Council of the University of Toronto; and
  • 5 Directors appointed by City Council.

Composition of City of Toronto Appointees

Initially, the City of Toronto appointees as Directors of the Board are:

  • the Director of Community Recreation in Parks, Forestry and Recreation;
  • the Director of Management Services in Parks, Forestry and Recreation;
  • the Director of Accounting Services in the Office of the Treasurer;
  • the Director of Facilities Operations in Facilities Management; and
  • the General Manager of Economic Development and Culture or their designate.

Following City Council’s appointment of citizen members as Directors, effective on January 2, 2016, the City of Toronto appointees as Directors of the Board are:

  • 2 citizen members;
  • the Director of Community Recreation in Parks, Forestry and Recreation;
  • the Director of Accounting Services in the Office of the Treasurer; and
  • the Director of Facilities Operations in Facilities Management.

Chair and Vice-Chair

The Board has a Chair and Vice-Chair, both of whom must be Directors. The term of office of the Chair and Vice-Chair is a maximum of 2 consecutive years.

The right to nominate the Chair and the Vice-Chair alternates between the Shareholders every 2 years. The Chair and the Vice-Chair may not be nominees of the same Shareholder. For the initial 2 year term, the Board shall appoint the Chair and Vice-Chair. The Vice-Chair shall succeed to the office of the Chair upon the expiry of the Chair’s term unless the Shareholder who nominated the Vice-Chair otherwise determines. A Shareholder may change its designee as Chair or Vice-Chair, as applicable, within its 2 year nominating period.

Eligibility Requirements

Citizens are eligible for appointment to the Board of Directors, and eligible to remain on the Board after being appointed, if they satisfy the eligibility requirements for appointment as set out in the City’s Public Appointments Policy.

Under the Business Corporations Act (Ontario), citizen members are ineligible for appointment to the Board if any of the following conditions apply:

  • the person is less than 18 years of age;
  • the person has been found under the Substitute Decisions Act, 1992 (Ontario) or the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere;
  • the person is not an individual; and
  • the person has the status of a bankrupt.

Citizen members are also ineligible for appointment to the Board if they or their immediate family members currently are, or in the 12 month period prior to an appointment taking effect were, employees, officers, directors or agents, as the case may be:

  • of the University of Toronto or members of its Governing Council;
  • of TPASC Inc.;
  • of licensees, leaseholders or tenants of or at TPASC Inc.;
  • of the Legacy Fund Allocations Committee, the Toronto Community Foundation or such other body or organization from time-to-time involved in reviewing or approving allocations from the Legacy Fund; and
  • of other Beneficiary Legacy Facilities (other than TPASC Inc.) which are eligible for allocations from the Legacy Fund.

Immediate family members include a child, parent and spouse as defined in the Code of Conduct for Members of Council.

Qualifications

Board members shall, as a whole, have the following qualifications:

  • financial management expertise;
  • business management and operating expertise;
  • corporate governance expertise; and
  • a youthful perspective.

At least one of the citizen members appointed by City Council must have financial management expertise.

Appointments Process – Citizen Members

Citizen members are recruited through an advertised recruitment process. The appointments process is conducted according to the policies and procedures in the City’s Public Appointments Policy by a Corporation Nominating Panel appointed by the Mayor. A search consultant may be engaged to assist the Panel during the process.

Meetings

The Board meets at least once each calendar quarter, and additional meetings may be called by the Chair. Once each calendar year, a meeting of the Board will be open to the public.

Remuneration

No members of the Board receive remuneration. Members may be reimbursed for their reasonable out-of-pocket expenses in attending Board meetings in accordance with a policy approved by the Board.