Definitions
226. (1) In this section, “Board” means the Board of Management of The Guild; “The Guild” means the lands and buildings, as described in Article I of the Indenture of Lease dated the 16th day of June, 1978, between The Metropolitan Toronto and Region Conservation Authority of the First Part (the Landlord), Ravenna Guild Inn Limited (for which was subsequently substituted Guildwood Hall) of the Second Part (the Tenant), the Municipality of Metropolitan Toronto of the Third Part and H. Spencer Clark of the Fourth Part (Guarantor), situate in the Borough of Scarborough known as The Guild, used for hotel, restaurant, recreational and cultural facilities. Acquisition of Guild by Metropolitan Corporation (2) The Metropolitan Corporation may acquire The Guild from The Metropolitan Toronto and Region Conservation Authority by purchase, lease or otherwise and may operate, manage and maintain The Guild as a hotel, restaurant, recreational, cultural, conference and seminar facility. Board continued (3) The corporation without share capital under the name Board of Management of The Guild is continued under the name Board of Management of The Guild in English and Conseil de gestion de The Guild in French, and the Board shall have a corporate seal, may sue and be sued in its own name, may enter into contracts including contracts of employment, and shall have all powers necessary for or incidental to the operation, management and maintenance of The Guild. Corporations Act not to apply (4) The Corporations Act does not apply to the Board. Composition of Board (5) The Board shall consist of fifteen members composed of a chair and fourteen members appointed by the Metropolitan Council, of whom seven shall be nominees of the Lieutenant Governor in Council. Term of office (6) The members shall hold office for a term not exceeding that of the Council that appointed them, and until their successors are appointed, and all such members are eligible for reappointment. First chair (7) The Lieutenant Governor in Council shall appoint as first chair of the Board a person who is the nominee of the Board, to hold office during the term specified in the appointment, and the Board may elect from among its members a vice-chair. Chair (8) After the term of the first chair has expired, the Board shall elect as chair one of the members of the Board or some other person to hold office until his or her successor is elected. Quorum (9) A majority of the members of the Board constitutes a quorum. Agreement to operate, manage and maintain Guild (10) The Metropolitan Corporation shall enter into agreements with the Board entrusting the operation, management and maintenance of The Guild to the Board on such terms and conditions as the Metropolitan Council may consider proper. By-laws (11) The Board may enact by-laws for the regulation of its proceedings and for the conduct and management of its affairs. Local board (12) The Board is a local board of the Metropolitan Corporation. Surplus or deficit (13) The Metropolitan Corporation is entitled to any surplus resulting from the operations of the Board and is responsible for any deficit incurred by it. Budget (14) The Board shall submit to the Metropolitan Council its budget for the current year at the time and in the form prescribed by the Metropolitan Council and the budget shall be subject to approval, with or without modification, by the Metropolitan Council. Spending in accordance with budget (15) After the approval of the Board’s annual budget by the Metropolitan Council, any and all spending by the Board shall be in accordance with the approved budget in such level of detail as the Metropolitan Council determines. Borrowing powers (16) The Board may borrow money with the prior approval of the Metropolitan Council for the purposes of acquiring working capital, but nothing in this subsection authorizes the Board to issue debentures. O.M.E.R.S. (17) The Board shall be deemed to have elected to participate in the Ontario Municipal Employees Retirement System on the 1st day of January, 1984. Pension benefits (18) If any person who was employed by Guildwood Hall on the 15th day of June, 1983 and who continued to be so employed on the 31st day of December, 1983 accepted employment with the Board commencing on the 1st day of January, 1984, (a) he or she shall become a member of the Ontario Municipal Employees Retirement System on his or her transfer date; and (b) his or her employment with Guildwood Hall shall be deemed to have been employment with the Board for the purposes of the Ontario Municipal Employees Retirement System Act. Idem (19) The Board shall be deemed to have assumed responsibility as of the 31st day of December, 1983 for the accrued pension benefits of any pension plan in existence on that date respecting any employee referred to in subsection (18), and the rights of Guildwood Hall in any such plans are hereby vested in the Board, but nothing in this section shall be deemed to require the Board to provide benefits other than those already earned and funded. Indemnification (20) The Board will indemnify Guildwood Hall against any and all claims by any employee referred to in subsection (18) that are in any way connected with the termination of his or her employment by the Board. R.S.O. 1990, c. M.62, s. 226.