CCOC Bylaws

CCOC Bylaws

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By-law No. 1

A by-law relating generally to the transaction of the business and affairs of CENTRETOWN CITIZENS OTTAWA CORPORATION BE IT ENACTED as a by-law of the Corporation as follows:

1. Definitions

In this by-law and all other by-laws and special resolutions of the Corporation, unless the context otherwise requires:

1. “Act” means the Corporations Act of Ontario, and any Act that may be substituted therefore, as from time to time amended;
2. “board” means the board of directors of the Corporation;
3. “by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;
4. “Corporation” means the Corporation incorporated as a Corporation without share capital under the Act by letters patent dated the 31st day of July, 1974 and named THE CENTRETOWN CITIZENS (OTTAWA) CORPORATION as amended;
5. “letters patent” means the letters patent incorporating the Corporation, as from time to time amended and supplemented by supplementary letters patent;
6. “meeting of members” includes an annual meeting of members and a special meeting of members; and
7. words importing the singular number include the plural and vice versa; and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.

2. Corporate Seal

The seal of the Corporation shall be in such form as shall be prescribed by the board and shall have the words Centretown Citizens Ottawa Corporation thereon.

3. Conditions of Membership

Membership in the Corporation shall be open to:

1. persons who are resident in accommodation owned by the Corporation and who are tenants of the Corporation;
2. members of the Centretown Citizens Housing Cooperative Inc.; and
3. other persons interested in furthering the objectives of the Corporation whose applications for admission as members have received the approval of the board.

4. Membership Fees

Membership in the Corporation shall be subject to the payment of such membership fees as the board may, from time to time, fix.

5. Withdrawal of Members

Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the secretary of the Corporation.

6. Termination of CCHC Memberships

Any member of the Corporation whose membership is attributable solely to his or her membership in the Centretown Citizens Housing Cooperative Inc. or to his or her being a tenant of the Corporation and whose tenancy or membership in the Centretown Citizens Housing Cooperative Inc. as the case may be terminates for any reason shall thereupon cease to be a member of the Corporation.

7. Compulsory Resignation

Any member may be required to resign by a vote of two-thirds (2/3) of the members at an annual meeting.

8. Head Office

The head office of the Corporation shall be located at the City of Ottawa in the Province of Ontario, Canada, at the place therein where the business of the Corporation may from time to time be carried on.

9. Other Offices

The Corporation may establish such other offices and agencies elsewhere within Canada as the board may deem expedient.

10. Board of Directors

The property and business of the Corporation shall be managed by a board of 14 directors of whom a majority of the directors then in office shall constitute a quorum.

11. Procedure for Election of Directors

Procedures for the nomination, appointment and election of directors are as follows:

1. The board shall strike a nominating sub-committee to publicize the election, seek candidates and educate members in the duties and responsibilities of the board. The sub-committee shall endeavour to ensure that there are more candidates than the number of directors to be elected.  At the meeting, any member may nominate additional candidates who qualify under section 12. In the case of a board vacancy between elections, the nominating sub-committee shall publicly seek candidates and make recommendations to the board for the board to appoint a replacement.
2. Subject to the provisions of this section governing the election of the president, the directors shall be elected and retire in succession, and at each annual meeting seven directors shall retire, and seven directors shall be elected for terms of two years ending with the second annual meeting after their election. If at any annual meeting the president is not at the time of his or her election a director of the Corporation entering the second year of a two year term he or she shall be conclusively considered upon his or her election as president to have been elected as a director of the Corporation for a two year term ending with the second annual meeting after his or her election, and in that event six other persons shall be elected directors at that annual meeting for terms of two years ending with the second annual meeting after their election. If at any annual meeting the president is at the time of his or her election a director of the Corporation entering the second year of a two year term, seven persons shall be elected directors at that annual meeting for terms of two years ending with the second annual meeting after their election.
3. The election shall be by ballot and, if the members vote, members shall cast a number of votes equal to the number of directors to be elected, but no candidate shall receive more than one vote from any member. (section c added May 2001)

12. Eligibility of Directors

No person shall be eligible to be a director of the Corporation unless he or she:

1. is 18 years of age or more; and
2. has been a member of the Corporation throughout the thirty (30) day period immediately before his or her election or appointment.

13. Re-election

Directors are to be eligible for re-election.

14. Withdrawal of Directors

The office of a director shall automatically be vacated:

1. if he or she resigns from office by delivering a written resignation to the secretary of the Corporation;
2. if he or she is found to be of unsound mind;
3. if at a special general meeting of members a resolution is passed by three-quarters (3/4) of the members present at the meeting that he or she be removed from office;
4. on death;
5. if he or she ceases to be a member of the Corporation; and
6. if he or she is absent from three (3) consecutive board meetings without leave or adequate excuse.

If any vacancy occurs for any of the reasons set out in this paragraph, the directors may appoint a member in good standing to fill the balance of the term of the vacating director.

15. Meetings

Meetings of the board may be held at any time and place to be determined by the directors provided that five (5) days’ notice of such meeting shall be sent in writing to each director.  No formal notice shall be necessary if all directors are present at the meeting or waive notice thereof in writing.

16. First Meeting after Election

Provided a quorum of directors be present, each newly elected board may, without notice, hold its first meeting immediately following the meeting of members at which such board is elected.

17. Remuneration

Directors, as such, shall not receive any stated remuneration for their services, but may be reimbursed expenses incurred for the purposes of the Corporation.

18. End of Term of Office

A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his or her successor is elected.

19. General Powers

The directors may exercise all such powers of the Corporation as are not by the Canada Corporations Act or by these by-laws required to be exercised by the members at general meetings.

20. Majority to Govern

At all meetings of the board every question shall be decided by a majority of the votes cast on the question.  In case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote.

21. Special Majority for Transfers of Real Property

No resolution authorizing the sale or transfer of any of the real property of the Corporation which was purchased under a federal or provincial housing program is valid unless it has been passed by the board and approved, with or without variation, by the votes of not fewer than two-thirds (2/3) of the members in attendance at a general meeting of the members called for the purpose of considering that resolution.

22. Spending Power

The board may authorize expenditures on behalf of the Corporation from time to time and may delegate to any person or persons the right to engage employees and pay the salaries of employees.  The board may make expenditures for the purpose of furthering the objectives of the Corporation.

23. Confidential and Personal Information

All directors shall keep confidential all matters considered by the board or coming to their notice or attention as directors which are of a confidential or private nature.  Such matters shall include personal information on individual members, tenants and employees, and information relating to the business of the Corporation.

24. Officers

The officers of the corporation shall be a president, vice-president, secretary, and treasurer, and such other officers as the board may determine.

25. Appointment and Election of Officers

Officers other than the president of the Corporation shall be appointed at the first meeting of the board following each annual meeting of members, and the board may remove at its pleasure any such officer other than the president.  The vice-president, secretary and treasurer shall be appointed from among the board. The president shall be elected by the members at each annual meeting and shall serve as president until the annual meeting following his or her election.

26. Agents and Employees

The board may appoint such agents and engage such employees as it deems necessary from time to time and such persons shall have such authority and shall perform such duties as the board may prescribe.

27. Remuneration of Employees

The remuneration of all officers, agents and employees shall be fixed by the board.

28. Terms of Office

The president, vice-president, secretary and treasurer shall hold office for a term of one year, and the other officers of the Corporation shall hold office for such terms as the board may fix.

29. Duties of President

The president shall preside at all meetings of the Corporation and of the board.  He or she will be responsible for the efficient management of the affairs of the Corporation, subject always to the instructions of the board and the members.  He or she shall see that all orders and resolutions of the board are carried into effect and shall perform such other duties as the board may prescribe.

30. Duties of Vice-President

The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as the board may prescribe.

31. Duties of Treasurer

The treasurer shall be responsible for the custody of the corporate funds and securities and for the keeping of full and accurate accounts of receipts and disbursements in books belonging to the Corporation and for depositing all monies and other valuable effects in the name and to the credit of the Corporation and in such depositories the board may designate from time to time.  He or she shall be responsible for disbursing the funds of the Corporation as the board may order taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board, or whenever they may require it, an account of his or her transactions as treasurer and of the financial position of the Corporation.  He or she shall also perform such other duties as the board may prescribe.

32. Duties of Secretary

The secretary shall act as clerk at meetings of the board and members and shall cause to be recorded all votes and shall be responsible for keeping minutes of all proceedings in the books kept for that purpose.  He or she shall be responsible for giving or causing to be given notice of all meetings of the members and of the board, for keeping the documents and registers of the Corporation, and for the custody of the seal of the Corporation which he or she shall deliver only when authorized by the board.  He or she shall perform such other duties as the board may prescribe.

33. Personal Liability of Director & Officer Excluded

No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Corporation, or for the insufficiency or deficiency or any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same are occasioned by his or her own willful neglect or default.

34. Indemnity of Director and Officer

Every director and officer of the Corporation and his or her heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:

1. all costs, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office; and,
2. all costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs of the Corporation except such costs, charges or expenses as are occasioned by his or her own willful neglect or default or failure to act honestly and in good faith with a view to the best interest of the Corporation.

35. Executive Committee

The board may from time to time appoint from among its number an executive committee consisting of such number of members, not fewer than three, as the board may determine.  Each member of the executive committee shall serve during the pleasure of the board and, in any event, only so long as he or she shall be a director.  The board may fill vacancies in the executive committee.  If a vacancy occurs on the executive committee, the remaining members may exercise all its power so long as a quorum remains in office.

36. Powers of Executive Committee

During the intervals between the meetings of the board, the executive committee shall possess and may exercise (subject to any regulations which the directors may from time to time impose) all the powers of the board in the management and direction of the affairs of the Corporation (save and except only such acts as must by law be performed by the directors themselves) in such manner as the executive committee shall deem best for the interests of the Corporation in all cases in which specific directions shall not have been given by the board.

37. Quorum of Executive Committee

Subject to any regulations imposed from time to time by the board, the executive committee shall have power to fix its quorum at not less than a majority of its members and may fix its own rules of procedure from time to time.

38. Meetings of Executive Committee

Meetings of the executive committee may be held at the head office of the Corporation or at any other place in or outside Canada.  The executive committee shall keep minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be submitted as soon as practicable to the board.

39. Other Committees

The board may create one or more other committees which may, but need not, include members of the board.  Unless the board otherwise stipulates, the president shall be a member ex officio of all committees.  All committees created by the board shall be given written terms of reference by the board.

40. Meetings of Members

The annual meeting of the members of the Corporation shall be held at the head office of the Corporation or elsewhere in Canada as the board may designate.  At such meeting the members shall elect a board and shall receive a report of the directors.

41. Majority Governs Members

At any meeting every question shall, unless otherwise required by the letters patent or by-laws of the Corporation or by-law, be determined by the majority of the votes duly cast on the question.

42. Notice of Members Meetings

Fourteen (14) day prior written notice shall be given to each member of any annual or special general meeting of members.  Twenty members present in person at the meeting shall constitute a quorum.  Each member present at a meeting shall have the right to exercise one vote.

43. Meeting

The provisions of the Act govern the requisition of general meetings by members.

44. Frequency of Annual Meetings

The Corporation shall hold an annual meeting of its members not later than fifteen (15) months after the holding of the last preceding annual meeting, and not later than six months after the end of the immediately preceding fiscal year of the Corporation.

45. Accidental Omissions

The accidental omission to give any notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor, or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

Amendment of By-laws

46. Resolutions & Amendment of By-laws

(a)  Resolutions

1. a call for resolutions shall be made at least ninety (90) days prior to the annual general meeting and the board shall strike a resolutions ad-hoc committee composed of the president, vice-president, secretary and Executive Director to deal with any resolution from the membership;
2. any member may propose resolutions for consideration by the resolutions ad-hoc committee. Resolution(s) must be submitted in writing at least sixty (60) days prior to the date of the annual general meeting.  The resolutions ad-hoc committee will ensure that any proposed resolutions are sent out with the notice of the meeting, except in the case of emergency resolutions;
3. resolutions from the floor and resolutions received with insufficient time to provide this notice will be referred to the Board for consideration;

(b)  By-law Amendments: By-laws and amendments to existing bylaws must be passed by the board and shall not be effective until confirmed, with or without variation, by at least two thirds (2/3) of the votes cast at a general meeting of the members.

47. Financial Year

The financial year of the Corporation shall be the calendar year.

48. Auditors

The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor.  The remuneration of the auditor shall be fixed by the board.

49. Signature and Certification of Documents

Contracts, documents or any instruments in writing requiring the signature of the Corporation shall be signed by any two of the president, vice-president, secretary or treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.  The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation either to sign contracts, documents and instruments in writing, but all cheques and other negotiable documents for the payment of money shall be signed by at least two signing officers of whom at least one shall be the President, the Vice President, the Treasurer or the Secretary. The seal of the Corporation, when required, may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board.

50. Repeal

By-Laws No. 1, 3, 4, 5, 6, 7, 9(a), 9(b) and 33 of the Corporation, are repealed as of the coming into force of this by-law.  Such repeal does not affect the previous operation of any by-law so repealed nor affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles (as defined in the ACT) or predecessor charter documents of the Corporation obtained pursuant to, any such by-law prior to its repeal.  All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law, and all resolutions of the members or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue in effect except to the extent that they are inconsistent with this by-law.

51. Conflict

In the event of any conflict between the provisions of By-Law No. 1 and those of any other by-law of the Corporation the provisions of By-Law No. 1 shall prevail.

52. Effective Date

This by-law shall come into force when confirmed by the members in accordance with the Act.

 

By-Law No. 2

A simple majority of the directors of the Corporation may from time to time:

1. borrow money on the credit of the Corporation;
2. issue, sell or pledge debt obligations (including bonds, debentures, debenture stock or other like liabilities) of the Corporation but no invitation shall be extended to the public to subscribe for any such debt obligation;
3. charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertaking, to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation.

PASSED by the directors and sealed with the corporate seal on this 11th day of May, 1992.
CONFIRMED by the members on this 14th day of May, 1992.

 

By-Law No. 3

1. Background

The Ministry, pursuant to the Corporation’s Operating Agreement with the Ministry, has issued Directive 97-04, dated February 19, 1997, relating to conflict of interest and other business practices.  This by-law, in part, implements the requirements of this Directive.

2. Definitions

• In this by-law and all other by-laws and special resolutions of the Corporation, unless the context otherwise requires:
• “conflict of interest” means a situation where someone’s personal or business interests are in conflict with the best interest of the corporation. Conflict of interest includes “perceived conflict of interest”
• “perceived conflict of interest” occurs when someone may not be in an actual conflict of interest, but the public perception is that one exists or may exist. The test question for a perceived conflict of interest is, “would an informed person, having thought the situation through, think it possible that a party might be adversely influenced in the performance of his or her duties for the Corporation by his or her other interests?
• “conflict of interest situations” include: the giving or receiving of a direct or indirect personal gain, benefit, advantage or privilege by a party or family member of such party; any advantage or privilege given when offering housing accommodation (unless permitted under Ministry policy);  employment by the Corporation; and, a direct or indirect interest in any business that provides advice, goods and services to the Corporation.
• “Declaration” means a declaration in the form attached as Schedule “A” to this by-law.
• “family member” means a parent, spouse or partner, household member, child, sibling, mother-in-law, father-in-law, brother-in-law, sister-in-law, uncle, aunt, niece and nephew.
• “Ministry” means the Ontario Ministry of Municipal Affairs and Housing.
• “Ministry directive” means the Conflict of Interest Directive issued by the Ministry on February 19, 1997 as Number 97-04.
• “party” means a person or a business entity that has entered into a verbal or written relationship, contract or agreement with the Corporation, and includes directors, officers, employees, development consultant, resource group, property manager, management, operational services, and providers of goods and services generally.

3. Avoiding Conflict of Interest

The Corporation shall closely monitor its relationships, contracts, arrangements and agreements and not engage in any that may result in a conflict of interest.  The directors individually and collectively shall ensure compliance with this requirement.

4.  Declaration

Except as set out in paragraph 7, the Corporation shall obtain a Declaration before entering into a relationship, arrangement, contract or agreement with:

1. its directors, officers, employees, and subsequently for each newly-elected director at the time of his or her election; and,
2. any contracts or agreements worth over $14,999 in any given fiscal year.

5. Conflict Believed to be Present

Where a director, employee, tenant or member of the Corporation indicates he or she believes a party has a conflict of interest, the Corporation shall obtain a Declaration from the party.

6. Annual Delivery

At the commencement of its fiscal year, the Corporation shall deliver the summary of obligations, attached to this by-law as Schedule “B”, to each party required to deliver a Declaration pursuant to paragraph 4.

7. Exceptions

No party shall enter into a relationship, arrangement, contract or agreement with the Corporation where a conflict of interest exists, except that:

1. a director who is a tenant may be employed by the corporation on a part-time basis to perform routine tasks such as administrative, maintenance or operational tasks with respect to the accommodation; and,
2. a director may be employed by the Corporation in a non-managerial or non-supervisory position. The total number of directors so employed may not exceed one-fifth (1/5) of the board.

8. Purchase or Lease of Land

Where the Corporation purchases or leases land, it shall not purchase or lease such land from:

1. an individual; or
2. a corporation which has a shareholder, director or officer:

who is a director, development consultant/resource group, architect or other technical consultant, real estate agent, or environmental consultant of the Corporation or any of their family members

No such person shall receive any direct or indirect gain or benefit from sale or lease.

9. Resignation of a Director

Except as set out in paragraph 7, a director shall resign from his or her position before the board of directors deliberates, issues a tender, or votes on a contract or employment position for which the director intends to compete.

10. Former Directors and Officers

Except as set out in paragraph 7, no former director or officer may apply for employment with the Corporation or seek to enter into a contract to supply services to the Corporation, directly or indirectly, for a period of one (1) month, following the date he or she ceases to be a director or officer.

11. Board Meeting Agenda

The board shall have conflict of interest as a regular agenda item at the beginning of each meeting of the directors.  Any director, officer, appointee or employee who has a conflict of interest must submit their Declaration at that time.

12. Potential Conflict of Interest

When a potential conflict of interest is raised before or during a board meeting, then:

1. the party to the potential conflict must leave the meeting;
2. the board shall decide if there is a conflict of interest; and,
3. if the conflict of interest may be resolved in accordance with the Ministry directive, the board shall decide whether it can be satisfactorily resolved.

13. Minutes of Board Meetings

The minutes of the Corporation’s board meetings shall record all conflict of interest situations.

14. Record Keeping

The Corporation shall maintain a conflict of interest file containing all declarations and reports pertaining to conflict of interest.  The information shall be kept on file for five (5) years.

15. Delegation

The board may delegate authority to receive declarations and avoid or resolve a conflict of interest if a written summary of the party’s conflict and resolutions/avoidances of each conflict situation is submitted by the board’s delegate to the board of directors for its approval at least semi-annually.

16. Avoiding Conflict of Interest in Contracts or Agreements

The Corporation shall ensure that contracts or agreements costing over $14,999, in any given fiscal year, contain a clause allowing the Corporation to terminate the contract or agreement if the Ministry determines that a conflict of interest is present, with the precise wording set out in the Ministry directive.

17. Employment Contracts

The Corporation shall implement documented, open and competitive practices for employment opportunities which are not inconsistent with other fair labour practices as set out in the Corporation’s Personnel Policy.