1.
Proposed Changes
to Governance Structure of OTTAWA Community Housing Corporation CHANGEMENTS
PROPOSÉS À LA STRUCTURE DE GOUVERNANCE DE LA SOCIÉTÉ DE LOGEMENT
COMMUNAUTAIRE D’OTTAWA |
That
the Shareholder approve:
1.
The recommended changes in the Governance
Structure of OCHC described in this report, as amended by a revised “Figure
1: Current and Proposed Governance
Models” to reflect the addition of one tenant to the proposed model for the
Board of Directors;
2. The repeal of OCHC
By-law #5 and the replacement of the said By-law with new By-law #6 described
in Attachment 1 of this report;
3. That
the Mayor and the City Clerk be authorized to sign a written resolution on
behalf of the City of Ottawa as shareholder of Ottawa Community Housing
Corporation setting out the resolutions approved by the City Council.
Recommandations modifiÉEs du comité
Que l’actionnaire approuve :
1.
Les
changements recommandés à la structure de gouvernance de la Société de logement
communautaire d’Ottawa, qui sont décrits dans le présent rapport, modifié par la révision de la « Figure 1 : Modèles de gouvernance actuels et
projetés », pour tenir compte de l’ajout d’un locataire au modèle proposé
pour le conseil d’administration;
2. L’abrogation
du Règlement no 5 de la Société de logement communautaire
d’Ottawa et son remplacement par le Règlement no 6 décrit à la
pièce jointe 1 du présent rapport;
3. Que le maire et le greffier municipal soient autorisés à
signer, au nom de la Ville d’Ottawa à titre d’actionnaire de la Société de
logement communautaire d’Ottawa, une résolution écrite énonçant les résolutions
approuvées par le Conseil municipal.
DOCUMENTATION
1.
City Council report dated 24 May 2007 (ACS2007-OCH-0002).
2.
“Supplementary Information Regarding Proposed New Governance Structure
For OCH”, dated June 7, 2007
3.
Extract of Draft Minute, 7 June 2007
Report to/Rapport au :
Community and Protective Services
Committee /
Comité des services communautaires et de protection
and Council / et au Conseil
Submitted by / Soumis par: City Council / Conseil municipal
580-2424, Ext. / poste : 21624, Rosemary.Nelson@ottawa.ca
SUBJECT: |
Proposed
Changes to Governance Structure of OTTAWA Community Housing Corporation |
OBJET : |
CHANGEMENTS
PROPOSÉS À LA STRUCTURE DE GOUVERNANCE DE LA SOCIÉTÉ DE LOGEMENT
COMMUNAUTAIRE D’OTTAWA |
That the Community and
Protective Services Committee consider the following motion:
That the Shareholder
approve:
1.
The recommended changes in the Governance
Structure of OCHC described in this report;
2. The repeal of OCHC By-law #5 and the
replacement of the said By-law with new By-law #6 described in Attachment 1 of
this report;
3. That
the Mayor and the City Clerk be authorized to sign a written resolution on
behalf of the City of Ottawa as shareholder of Ottawa Community Housing
Corporation setting out the resolutions approved by the City Council.
RECOMMANDATION DU RAPPORT
Que
le Comité des services communautaires et de protection examine la motion
suivante :
Que l’actionnaire
approuve :
1. Les
changements recommandés à la structure de gouvernance de la Société de logement
communautaire d’Ottawa, qui sont décrits dans le présent rapport;
2. L’abrogation du
Règlement no 5 de la Société de logement communautaire d’Ottawa
et son remplacement par le Règlement no 6 décrit à la pièce
jointe 1 du présent rapport;
3. Que le maire et le greffier municipal soient autorisés à
signer, au nom de la Ville d’Ottawa à titre d’actionnaire de la Société de
logement communautaire d’Ottawa, une résolution écrite énonçant les résolutions
approuvées par le Conseil municipal.
City Council, at its meeting held on 23 May 2007, referred the attached report from the Ottawa Community Housing Corporation to the Community and Protective Services Committee at it’s next regular meeting.
CONSULTATION
N/A
FINANCIAL
IMPLICATIONS
N/A
Document 1 - ACS2007-OCH-0002
– “Proposed Changes to
Governance Structure of Ottawa Community Housing Corporation”
DISPOSITION
The recommendation of the Committee will be transmitted to
Council on 13 June.
Document 1
Report to/Rapport au :
The Shareholder of the Ottawa Community Housing Corporation/
Submitted
by/Soumis par :
Councillor Diane Holmes, Chair, Ottawa
Community Housing Corporation Conseillère Diane Holmes, Présidente du conseil d’administration de la Société de
logement communautaire d’Ottawa
and / et
Councillor
Christine Leadman, Board Secretary, OCHC Board of Directors
Conseillère Christine Leadman, secrétaire du conseil d’administration de la
Société de logement communautaire d’Ottawa
Contact Person /
Personne-ressource : Ron Larkin, Chief Executive Officer, Ottawa Community
Housing Corporation/président-directeur général de la Société de logement
communautaire d’Ottawa
613-520-2271
Ref N°:ACS2007-0CH-0002 |
SUBJECT: |
Proposed
Changes to Governance Structure of OTTAWA Community Housing Corporation |
OBJET : |
CHANGEMENTS
PROPOSÉS À LA STRUCTURE DE GOUVERNANCE DE LA SOCIÉTÉ DE LOGEMENT
COMMUNAUTAIRE D’OTTAWA |
That the Shareholder approve:
1. The recommended changes in the
Governance Structure of OCHC described in this report;
2. The repeal of OCHC By-law #5 and the
replacement of the said By-law with new By-law #6 described in Attachment 1 of
this report;
3. That the Mayor and the
City Clerk be authorized to sign a written resolution on behalf of the City of
Ottawa as shareholder of Ottawa Community Housing Corporation setting out the
resolutions approved by the City Council.
Que l’actionnaire
approuve :
1. Les
changements recommandés à la structure de gouvernance de la Société de logement
communautaire d’Ottawa, qui sont décrits dans le présent rapport;
2. L’abrogation du
Règlement no 5 de la Société de logement communautaire d’Ottawa
et son remplacement par le Règlement no 6 décrit à la pièce
jointe 1 du présent rapport;
3. Que le maire et le greffier municipal soient autorisés à
signer, au nom de la Ville d’Ottawa à titre d’actionnaire de la Société de
logement communautaire d’Ottawa, une résolution écrite énonçant les résolutions
approuvées par le Conseil municipal.
Ottawa Community Housing (OCH) is governed by
a Board of Directors composed of City Councillors as well as representatives
from the community. The Mayor is an ex-officio member. Currently the Board
consists of four City Councillors and three community representatives, although
OCH by-laws allow for the Board to have up to 14 members, at the discretion of
the Shareholder. A Finance and Audit
Committee is the only standing committee of the Board, although ad hoc
committees have been struck from time to time to support specific initiatives.
In 2004, a
Shareholder Direction established the Tenant Advisory Group (TAG) as a
permanent advisory body to the Board of Directors. TAG comprises seven OCH
tenant members appointed by the Board. The main role of TAG is to provide input
to the Board on policy matters concerning tenants, and it also provides a
mechanism for tenants to be connected at the Board level. Currently, there is a
separate structure of tenant associations and committees led by elected tenant
volunteers, but they are not formally connected to TAG or the Board.
Recently,
Senior Management presented a report to the Board recommending certain changes
to ensure the efficient and effective operation of the Corporation and its
Board of Directors. The recommendations included the creation of a Corporate
Affairs Committee as a new standing committee of the Board. In order to provide
additional human resources at the Board level and to support the operation of
the proposed Corporate Affairs Committee, it was also recommended that two
additional community members be appointed to the OCH Board (bringing the total
number to nine members). To
meaningfully consider the proposal it was decided by the Board to conduct
Public Consultations on the proposed changes in the Governance Structure of the
Corporation.
The
following three mechanisms were established for obtaining public input:
·
Public Focus
Group
·
On-line Survey
·
Individual
Invitation/Interviews
The results
of the consultation were overwhelmingly supportive of the creation of a
Corporate Affairs Committee as well as the addition of two more community
representatives to the Board. Additional comments received via both the
in-person and online mechanisms also suggested that OCH strongly consider
adding a tenant representative to the Board.
Following
consideration of the results of the consultation process the Board of Directors
of OCH at its May 10th, 2007 agreed to seek the approval of the
Shareholder, for the following changes in the governance structure of the
Corporation.
1.1 Ref:
Board of Directors
-
An increase in the number of Community Representatives from three (3) to
five (5)
-
The addition of a tenant representative, more particularly the elected
Chair of the Tenant Advisory Group (TAG) to the Board of Directors
The increase in the
number of Board members was based on the following:
-
The need for additional Community Representatives to support the proposed
establishment of a Corporate Affairs Committee.
-
The need for a Tenant Board Member to provide a direct linkage between
tenant representative bodies and the Board of Directors.
1.2 Ref:
TWFT, TAG and DBC’s
-
The elimination of the current Tenant Committee known as Tenants Working
for Tenants (TWFT)
-
An increase in the composition of TAG from 7 to 8 members, with the
elected Chairperson of TAG being the new Tenant Board Member
-
Changes in the role of the Chair and Vice-Chair of the four (4) District
Based Committees, with the elected Chairperson becoming a member of TAG. Under
the new concept, the other four (4) members of TAG would be appointed by the
Board, as per Board By-laws.
The proposed
changes in the governance model are illustrated graphically in the following Figure
1.
REVISED
Current
Model Proposed Model
Board
of Directors ·
4 Councillors ·
Mayor (ex-officio) ·
3 Community Representatives Board
of Directors ·
4 Councillors ·
Mayor (ex-officio) ·
5 Community Representatives ·
Tenant representative *
Tenant
Advisory Group (TAG) §
4 appointed members §
4 elected members from District-Based Committees TENANT ASSOCIATIONS Note
that lines are drawn to show main lines of communication, not formal
reporting relationships *
The Chair of TAG, elected by TAG members, would be nominated by the Board
for appointment by the Shareholder as the tenant representative on the
Board. East 1 elected DBC Chair-TAG rep. 1 elected Vice-Chair of DBC Central 1 elected DBC Chair-TAG rep. 1 elected Vice-Chair of DBC South 1 elected DBC Chair-TAG rep. 1 elected Vice-Chair of DBC West 1 elected DBC Chair-TAG rep, 1 elected Vice-Chair of DBC Tenant
Advisory Group (TAG) §
7 appointed members Tenants
Working for Tenants §
2 elected
members from each District (not necessarily the Co-chairs) One elected tenant member in common at all three levels TENANT ASSOCIATIONS DISTRICT-BASED
COMMITTEES DISTRICT-BASED
COMMITTEES No formal linkage Central 2 elected Co-chairs South 2 elected Co-chairs West 2 elected Co-chairs East 2 elected Co-chairs
t
The following section of the report provides comparative information on
the current Board Structure and the proposed new Governance Structure.
As shown on the left side of Figure 1, OCH
currently has a relatively small Board of Directors, with advisory input from
the Tenant Advisory Group. The by-laws currently do not allow for tenants or
employees of OCH to serve as community representatives on the Board of
Directors. The Board oversees corporate governance and is responsible for
decisions on significant policy matters within the Shareholder Directions and
legislated provisions. TAG focuses on
providing advice to the Board on tenant related policy issues. Councillors
serve a term co-incident with their elected term of office, while community
representatives have a term of three years. The qualifications for community
appointees is detailed in OCH By-law No. 5, with a focus on maintaining a broad
base of relevant skills that can be applied to the work of the Board. Directors
may be re-appointed at the expiration of their term.
TAG members also have a term of three years.
In addition to interest and related experience, TAG members are selected to
ensure representation from the various OCH geographic districts, types of
buildings and communities, as well as the diversity of the OCH tenant
population. Although there is communication via individual TAG members, this
structure has no formal connection with the more operationally focused tenant
bodies.
The number of Directors has a limiting effect
on the number of issues and amount of work that can be taken on at the Board
level. Typically, the more detailed analysis and activities are handled by
committees, but the number of committees that can reasonably function are similarly
limited by the size and composition of the Board.
Since July
2004, the only standing committee of the Board has been the Finance and Audit
Committee, which is being stretched beyond its mandate by necessity to deal
with non-financial matters. Prior to 2004, the committee structure also
included separate standing committees to deal with Governance, Development,
Tenant Matters and Human Resources.
Ad hoc committees have been created from time to time to support major initiatives such as the current Building Condition Assessment. These ad hoc committees have relied heavily on the participation of the Board’s community representatives due to the extensive commitments demanded of City Councillors beyond OCH and in order to benefit from the diverse expertise of community members.
In addition to TAG, there are currently
several mechanisms for tenant leadership and involvement. At the heart of most
OCH communities is the Tenant Association (TA), of which there are currently
about sixty. TAs work for the benefit of their building or local community.
They are run by elected tenant volunteers and facilitated by funding and staff
support from OCH.
The next layer up geographically is the
District-Based Committees – one for each of the four OCH Districts (East, West,
Central and South). The DBCs address district issues that affect multiple
communities, and also serve as channel for communication and consultation on
OCH-wide information and issues such as the annual OCH budget and safety
initiatives. The DBCs elect two Co-Chairs from among the participating tenant
leaders in their respective districts. These leaders may be TA Executives, but
may also be elected from among tenants at large or from communities that do not
have a TA.
Tenants Working for Tenants (TWTF) is an
OCH-wide umbrella group composed of two representatives from each OCH District.
The district representatives are elected by each DBC, and may (but do not have
to be) the Chair or a Co-Chair of the DBC. The role of TWFT includes supporting
the development of tenant associations, developing resources for tenants and
reviewing tenant-related policies. TWFT operations are supported and funded by
OCH. This group operates in parallel with TAG, but has no formal connection to
it, or to the Board of Directors.
The proposed new structure and linkages are
shown on the right-hand side of Figure 1.
In order to provide additional human
resources to manage the workload at the Board level, it is proposed that two
additional community members be appointed to the OCH Board (bringing the
total to five community members). The number of Councillors on the Board (four)
would not change. The Mayor would remain an ex-officio member. The method of
appointment of community representatives is already well-defined and
transparent, and would remain unchanged.
Changes to the composition of TAG are also
being proposed. Rather than consisting exclusively of appointed members, the
elected Chair of each District-Based Committee would also serve on TAG. The
number of Board appointed members would be reduced to four, resulting in total
membership of eight people – half of whom are elected by tenant leaders through
the DBCs.
In order to provide a stronger voice for
tenants at the corporate oversight and policy decision level, it is proposed
that a member of the Tenant Advisory Group also be appointed to the Board. TAG
would elect its Chair from among its eight members. The Chair of TAG would be nominated by the Board for appointment
by the Shareholder to the Board of Directors.
Once appointed by the Shareholder, the TAG Chair would then serve as a
Board Director for the duration of his/her term as a member and Chair of TAG.
This arrangement provides a direct tenant linkage from the community and
district level all the way to the Board, and maintains a strong and democratic
structure for effective tenant engagement.
In order to ensure the efficient and
effective operation of the Corporation and its Board of Directors, it is
proposed that a Corporate Affairs Committee be formed as a new standing
committee of the Board. This Committee would consist of three to six Board
members who would be voting members. In addition, the Board may appoint
additional non-voting members from outside the Board when additional expertise
is required. The Corporate Affairs Committee would have responsibility for
providing advice to the Board on a broad range of issues, including governance
practices, tenant services, community development, property maintenance and
development, as well as human resources and public relations. The addition of
this committee would free the existing Finance and Audit Committee to
concentrate on its core mandate, and would provide a mechanism to more
appropriately channel the expertise and interests of Directors serving on
committees.
With elected DBC Chairs on the Tenant
Advisory Group and the new linkage for tenants from communities and DBCs
through to the Board of Directors, the TWFT becomes somewhat a redundant
organization. Policy level dialogue occurs within TAG and the Board, while more
operational issues can be readily addressed at the DBC level. Note that the
four DBCs may strike joint task groups or working committees for specific
projects from time to time if there is a need, but such activities are likely
to be of limited duration and do not require a permanent structure. It is
therefore proposed that the Tenants Working for Tenants committee be
discontinued and that the OCH resources that have been used to support this
group be redirected to strengthen the operation of TAG and the DBCs.
Participants within each DBC would continue
to elect two tenant leaders, but rather than two Co-chairs, with the new
structure each District would elect a DBC Chair who automatically becomes a TAG
member, and a Vice-Chair who supports DBC operations in the district. It would be expected that these two elected positions
would work closely together to ensure good communication.
While no changes are proposed to the Tenant Associations it is strongly
believed that the linkages connecting the tenants and the Board would be
greatly enhanced by the interaction between all four elements of the new
Governance Structure (ie. Tenant Associations, District Based Committees,
Tenant Advisory Groups and the Board).
The following table summarizes the proposed changes and the anticipated
benefits of the new model:
CHANGE |
IMPACT |
Two additional community appointees to the Board |
§
Additional
effort and broader skills available to undertake Board initiatives |
Creation of
Corporate Affairs Committee |
§
Dedicated
group within the Board to focus on broader organizational issues – allows Finance
& Audit Committee to concentrate on their financial mandate |
Restructuring of
TAG to comprise 50% elected members from DBCs |
§
More
democratic tenant structure §
Expands pool
of tenant leaders from which to draw one Board member |
Addition of a
tenant representative to the Board |
§
Stronger
tenant voice at the corporate governance and policy making level §
Provides
continuous tenant linkage from Districts to Board |
Discontinuation of
the TWFT committee |
§
More
streamlined structure eliminates duplication of efforts and clarifies
mandates §
Allows OCH
resources to be focused on strengthening TAG and DBCs rather than dispersed
amongst other tenant committees/groups |
Ref: Changes to OCH Operating By-Law #5
Currently OCH has two by-laws:
By-Law #3 governs the borrowing of money, issuing of securities and
securing of liabilities and;
By-Law #5 governs the general conduct of business and the affairs of
the Corporation.
By-Laws must be approved by the Shareholder and come into force on the
date approved by resolution of the Shareholder.
To appropriately implement the changes in the governance structure of
OCH recommended and described in this report, significant changes are required
to various sections of By-Law #5. In
the interest of clarity it has been deemed advisable to replace By-Law #5 with
a new By-Law #6 incorporating the required wording changes.
Attachment 1 of the report shows the new wording of
By-Law #6. To readily identify the
changes, new wording is shown in shaded outline and previous (cancelled) wording
is shown, stroked through with a single line.
The referred to changes will be discussed with the legal branch of the
City so that legal staff may be in a position to comment on their
appropriateness at the May 23, 2007 Council meeting.
BY-LAW
NO. 5
6
A by-law
relating generally to the conduct of the business and affairs of the Ottawa
Community Housing Corporation (herein called the "Corporation"). This By-Law No. 5 6 repeals and replaces
By-Law No. 4 5.
1. ..... INTERPRETATION
2. ..... REGISTERED OFFICE AND SEAL
3. ..... DIRECTORS
4. ..... MEETINGS OF DIReCTORS
5....... Rules of Conduct and Debate FOR BOARD MEETINGS
6. ..... Committees of the Board
7. ..... REMUNERATION OF DIRECTORS
8. ..... OFFICERS AND PERSONNEL
9. ..... standard of care and liability of directors and officers
10. ... INDEMNIFICATION OF DIRECTORS AND
OFFICERS
11. ... MEeTINGS OF SHAREHOLDERS
12. ... SHARES AND TRANSFERS
13. ... execution of documents
14. ... NOTICES
15. ... banking and fiscal
16. ... Repeal
17. ... AMENDMENT
18. ... EFFECTIVE DATE
1.01 In this by-law, unless the context otherwise
requires:
a)
"Act" means the Business Corporations Act
of the Province of Ontario together with the regulations made pursuant thereto
and any statute or regulations that may be substituted therefore, as amended
from time to time;
b)
"Articles" means the articles of
incorporation of the Corporation as amended or restated from time to time;
c)
"Board" means the board of directors of
the Corporation;
d)
“City Living” means the City of Ottawa Non-Profit
Housing Corporation;
e)
"By-law" means this by-law;
f)
“Community Appointee” means an individual selected
by the Board in compliance with Section 3.06;
g)
"Corporation" means this Corporation;
h)
“Council” means the elected council of the
Shareholder;
i)
“Council Nominee” means a member of Council
nominated by Council;
j)
"Director" means a director of the
Corporation;
k)
"notice" means written or electronic
notice;
l)
"person" means an individual, a
corporation, the Crown, a municipality, an agency, a board, a commission or any
other entity;
m)
"recorded address" means, in the case of a
shareholder, his address as recorded in the shareholders' register; and, in the
case of a Director, officer, auditor or member of a committee of the Board, his
latest address recorded in the records of the Corporation;
n)
"Shareholder" means the City of Ottawa;
and
o)
“Tenant
Nominee” means an OCH tenant who shall be Chair of the Tenant Advisory Group
pursuant to the provisions of Section 3.07.
1.02 In this
by-law where the context requires, words importing the singular include the
plural and vice versa, and words importing gender include the masculine,
feminine and neuter genders.
1.03 Save as
aforesaid, all the words and terms appearing in this by-law shall have the same
definitions and application as in the Act.
1.04 In the
event of a conflict between the provisions of this by-law and any other by-law
of the Corporation, except a by-law amending or repealing all or any part of
this by-law, the provisions of this by-law shall prevail.
2.01 Registered
Office - The registered office of the Corporation shall be in the City of
Ottawa.
2.02 Corporate
Seal - The Corporation may have a corporate seal which shall be adopted and
may be changed by resolution of the Board.
3.01 Number of Directors - The Board shall
consist of no fewer than three (3) and no more than fourteen (14) Directors, as
determined by the Shareholder. In
addition, the Shareholder may designate one or more individuals as ex-officio
directors.
3.02 Categories of Directors – The
Shareholder shall appoint Directors comprised of the number and categories as
follows:
a) one (1) who shall be the
Mayor of the City of Ottawa (an ex-officio
director);
b)
one (1) OCH tenant who shall be
the Chair of the Tenant Advisory Group;
c) a minimum of four (4)
shall be Councillors, other than the Mayor; and
d) a minimum of three
(3) five (5)
shall be appointed from the community at large (“a Community Appointee”).
3.03 Term of Office – The term of office for each
category of Directors shall be as follows:
a)
the Mayor shall serve a term co-incident with his
elected term as Mayor of the City of Ottawa;
b) the Tenant shall serve a term co-incident with
his term as a member and Chair of the Tenant Advisory Group;
c) Councillors shall serve a term co-incident
with their elected term to Council; and,
d) Directors appointed from the community at
large shall serve for a term of three (3) years from their date of appointment.
Notwithstanding the foregoing, a Director shall
remain in office until a successor is appointed unless the Director’s office is
vacated pursuant to the provisions of Sections 3.09 and 3.10 3.11 and 3.12.
3.04 District Based Committees – Each of OCH’s four districts
shall have a District Based Committee.
District Based Committees shall be comprised of OCH Tenant Association
Executive members, OCH tenant community leaders and any interested OCH
tenant. The mandate of the District
Based Committees is to provide a forum for exchange of ideas and information,
between OCH and tenants, on operational issues which affect multiple
communities. Such issues include safety
initiatives, OCH tenant-related policies, maintenance, capital repairs and
initiatives, and the OCH budget. Each
District Based Committee shall elect one (1) Chair who shall be a member of the
Tenant Advisory Group and one (1) Vice-Chair who shall support the District
Based Committee operations in the district.
Each community represented at a District Based Committee election meeting
shall cast a maximum of two (2) votes.
The tenant with the most votes shall be the Chair of the District Based
Committee and a member of the Tenant Advisory Group. The tenant with the second highest number of votes shall be the
Vice-Chair of the District Based Committee.
3.05 Tenant Advisory Group – The Tenant Advisory
Group to the Board shall
be compriseding seven (7) of eight (8) tenant members. Four (4) tenant members shall be
appointed by the Board. The remaining four tenant members shall be elected by
District Based Committees. Each District Based Committee shall elect one (1) of
the four (4) tenant members. The
Tenant Advisory Group to the Board shall operate in accordance with the Terms
of Reference set forth in Board Report No. OCHC-059/04 approved by the Board on
September 21, 2004 and as may be amended from time to time. The maximum term of office for Tenant
Advisory Group members shall be three (3) two (2) years.
Appointed Tenant
Advisory Group members may be re-appointed by the Board for a subsequent
term. Elected Tenant Advisory Group
members may be re-elected by their respective District Based Committee to serve
a subsequent term. with at
least two members being replaced each year.
3.06 Tenant
Advisory Group Selection: The four (4) tenant members who shall be appointed by the OCH Board of
Directors shall be appointed in accordance
with the following criteria:
a) Representation from each of the four geographic districts of OCH;
b) Representation from different types of communities and buildings;
c) Representation from larger OCH communities;
d) Representation which reflects the diversity of OCH’s tenant population; and,
e) Representation from tenants with volunteer experience in tenant related structures or organizations.
The four tenant members who are elected by the District Based Committees shall be elected pursuant to the provisions of section 3.04. The Tenant Advisory Group shall elect a Chair by simple majority of members present at the meeting.
3.07 Tenant Appointee - The Chair of the Tenant Advisory Group shall be nominated by the Board for appointment by the Shareholder to the OCH Board of Directors.
3.08 Board
Community Appointee Qualifications – Community Appointees shall be
individuals resident in the City of Ottawa who do not reside in accommodation
owned by the Corporation or City Living, are not employees of the Corporation
or City Living, and are not Members of Council. It is desirable that the Community Appointees possess a range of
skills that may be drawn upon by the Board in conducting its affairs. The Board
shall consider the profile of skills, if any, developed by the Board or any
committee of the Board, in selecting Community Appointees. No individual Appointee must possess all
such skills and no slate of Community Appointees collectively is required to
possess all of these skills.
3.09 Re-Appointment
– A Director may be reappointed at the expiration of his or her term of office.
3.10 Resignation - A Director may resign
from office upon giving a written resignation to the Corporation and such
resignation becomes effective when received by the Corporation or at the time
specified in the resignation, whichever is later.
3.11 Removal - The Shareholder may, by
ordinary resolution passed at an annual or special meeting, remove any Director
or Directors from office before the expiration of his or their respective terms
and may, by a majority of the votes cast at the meeting, appoint any person in
his place for the remainder of his term, provided that such person shall be a
member of the category specified in Section 3.12 to which the person’s predecessor belonged.
3.12 Vacating of Office – The office of a
Director shall be vacated upon any of the following occurrences:
a) the Director dies;
b) the Director resigns in writing to the Corporation and such
resignation, if not effective immediately, becomes effective in accordance with
its terms;
c) the Director is removed from office by the Shareholder;
d) the Director:
(i)
fails to attend three consecutive regularly
scheduled meetings of the Board;
(ii)
misses more than 25% of the regularly scheduled
meetings of the Board in any 12 month period;
unless
the Board by resolution determines that such Director may continue to hold
office; or
e) the Director ceases to qualify for the category of Director
for which that Director was appointed.
3.13 Vacancies – In the event of a vacancy
in the Board, any replacement Director appointed by the Board shall belong to
the category of the Director so replaced A replacement Director shall hold
office, subject to Section 3.10, for the balance of the term of the Director
whose office was vacated.
3.14 Disqualification of Directors – The
following persons are disqualified from being a director of the corporation:
a)
a person who is less than eighteen years of age;
b)
a person who is of unsound mind and has been so
found by a Court in Canada or elsewhere;
c)
a person who is not an individual;
d)
a person who has the status of bankrupt.
3.15 Chair
and Vice-Chair - The Chair and Vice-Chair shall be elected by the
Directors in separate elections by secret ballot, at the first meeting of each
calendar year. The Chair shall be
confirmed by the Shareholder. If the
Shareholder rejects the Chair, the office shall be vacated. In the event that the Chair resigns or the
office becomes vacant during such term, the Directors shall appoint a
replacement Chair to hold office until the expiration of the original term of
the Chair, subject to confirmation of the Shareholder.
4.01 Meetings
by Telephone - Where all the Directors present at or participating in the
meeting have consented, any Director may participate in a meeting of the Board
or of a committee of the Board by means of conference telephone, electronic or
other communications facilities that permit all persons participating in the
meeting to communicate with each other, simultaneously and instantaneously, and
a Director participating in such a meeting by such means is deemed to be
present at the meeting.
4.02 Calling
of Meetings - Meetings of the Board shall be held from time to time at such
place, at such time and on such day as the Chair, or any two Directors
determine. Notice of every meeting so called shall be given to each Director
not less than 48 hours (excluding any part of a Sunday and of a holiday as
defined by the Interpretation Act (Ontario))
before the time when the meeting is to be held. However, a meeting may be held without notice if all the
Directors are present and agree and if those absent have waived notice of, or
otherwise signified their consent to the holding of such meeting.
4.03 Regular
Meeting - The Board may appoint a day or days in any month or months for
regular meetings at a place and hour to be named. A copy of any resolution of
the Board fixing the place and time of regular meetings of the Board shall be
sent to each Director immediately after being passed, and no other notice shall
be required for any such regular meetings except where the Act requires the
purpose or the business to be transacted to be specified.
4.04 Quorum
- A majority of the Directors then in office constitutes a quorum at any
meeting of Directors.
4.05 Chair
- The chair of any meeting of the Board shall be:
a)
the Chair, or
b)
if the Chair is not available, then the Vice-Chair,
or if neither is available, then another Director who is present at the meeting
and selected by the Directors who are present.
4.06 Votes
to Govern - At all meetings of the Board, each Director shall have one vote
and every question shall be decided by a majority of votes cast on the
question.
4.07 Casting
Vote - In the case of an equality of votes on any resolution, the
resolution shall be deemed lost. The Chair shall not have a second or casting
vote.
4.08 Resolution
in Lieu of Meeting - A resolution in writing, signed by all the Directors
entitled to vote on that resolution at a meeting of Directors or committee of
Directors, is as valid as if it had been passed at a meeting of Directors or
committee of Directors. A copy of every such resolution shall be kept with the
minutes of the proceedings of the Directors or committee of Directors.
4.09 Conflict of Interest - Disclosure of
Interest in Contracts
In addition to and not in
substitution for any conflict of interest policies from time to time enacted or
promulgated by the Corporation:
a) every Director or officer of the Corporation who is a party to
a material contract or transaction or proposed material contract or transaction
with the Corporation, or is a Director or officer of or has a material interest
in any person who is a party to a material contract or transaction or proposed
material contract or transaction with the Corporation, shall disclose in
writing to the Corporation or request to have entered in the minutes of the
meeting of Directors the nature and extent of his interest at the time and in
the manner required by the Act; and
c)
any such contract or proposed contract shall be referred to the Board
or Shareholder for approval even if such contract is one that in the ordinary
course of the Corporation’s business would not require approval by the Board or
the Shareholder, and a director interested in a contract so referred to the
Board shall not participate in debate nor vote on any resolution to approve the
contract except as provided by the Act.
5. Rules of
Conduct and Debate FOR BOARD MEETINGS
5.01
Rules of Conduct for Board Meetings
– The rules contained in the current edition of Robert’s Rules of Order Newly
Revised shall govern all meetings of the Board in all cases to which they are
applicable and in which they are not inconsistent with these by-laws and any
special rules the Corporation may adopt.
6.
Committees of the Board
6.01 Delegation
- Directors shall appoint from their number one or more committees of Directors
and delegate to such committee(s) any of the powers of the Directors, subject
to the limitations imposed by the Act for the purposes of ensuring, among other
things, effective governance and financial oversight of the Corporation. Unless
otherwise determined by the Board, each committee shall have the power to fix
its quorum at not less than a majority of its members, to elect its chair and
to regulate its procedure.
7.01 Remuneration
- The Directors of the Corporation shall hold office without direct or indirect
remuneration for that office from the Corporation, but may receive:
a)
remuneration from the Shareholder; and
b)
reimbursement for reasonable expenses incurred in
the performance of duties as Directors of the Corporation.
8.01 Appointment
- The Board shall from time to time appoint a Chief Executive Officer, a
Secretary and a Treasurer, and such other officers as the Board may determine.
The Board may specify the duties of and in accordance with this by-law,
delegate to such officers powers to manage the business and affairs of the
Corporation.
8.02 Terms
and Remuneration - The terms of employment and remuneration of all officers
elected or appointed by the Board shall be determined by resolution of the
Board. The Board shall also have the power to authorize the reimbursement of
any Director or officer of the Corporation for reasonable expenses incurred in
the performance of duties.
8.03 Chief
Executive Officer– Subject to the authority of the Board, the Chief Executive
Officer shall:
a) supervise the affairs and business of the Corporation;
b) appoint and remove any and all employees and agents of the
Corporation not elected or appointed by the Board and settle the terms of their
employment, including remuneration, within policies approved by the Board; and
c) carry out such other duties as the Board may prescribe.
8.04 Secretary
- The Board shall from time to time appoint a Secretary. The Secretary shall:
a)
attend meetings of the Directors, the Shareholder
and committees of the Board and shall enter or cause to be entered in books
kept for that purpose, minutes of all proceedings at such meetings;
b)
give, or cause to be given, when instructed, notices
required to be given to the Shareholder, Directors, auditor and members of
committees;
c)
be the custodian of the stamp or mechanical device
generally used for affixing the corporate seal of the Corporation and of all
books, papers, records, documents and other instruments belonging to the
Corporation; and
d)
perform such other duties as may from time to time
be prescribed by the Board.
8.05 Treasurer
– The Board shall from time to time appoint a Treasurer. The Treasurer shall:
a)
keep, or cause to be kept, proper accounting records
as required by the Act;
b)
deposit, or cause to be deposited, all monies
received by the Corporation in the Corporation’s bank account;
c)
under the direction of the Board, supervise the
safekeeping of securities and the disbursement of the funds of the Corporation;
d)
render or cause to be rendered to the Board,
whenever required, an account of all his transactions as Treasurer and of the
financial position of the Corporation; and
e)
perform such other duties as may from time to time
be prescribed by the Board.
8.06 Other
Officers – The duties of all other officers of the Corporation shall be
such as the terms of their engagement call for or the Board requires of them.
Any of the powers and duties of an officer to whom as assistant has been
appointed may be exercised and performed by such assistant, unless the Board
otherwise directs.
8.07 Engaging
of Employees – The Board may engage, or arrange for the services of
employees, agents and other personnel as may be required to perform such duties
and exercise such powers as may be assigned to them by the Board.
8.08 Remuneration
of Officers and Employees – The Board shall have the power to fix the remuneration
payable to the Corporation’s officers and employees.
8.09 Conflict
of Interest – An officer shall disclose his interest in any material
contract or transaction or proposed material contract or transaction with the
Corporation in accordance with Section 4.09 herein.
9. standard of care and liability of directors
and officers
9.01 Standard
of Care – Every Director and officer of the Corporation, in exercising his
powers and discharging his duties, shall act honestly and in good faith with a
view to the best interests of the Corporation, and exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances.
9.02 Limitation
of Liability – Subject to paragraph 8.01, no Director or officer shall be
liable for the acts, receipts, neglects or defaults of any other Director or
officer or employee, or for any loss, damage or expense happening to the
Corporation through the letting or subletting of land or premises owned or
managed by the Corporation or through the insufficiency or deficiency of title
to any property acquired for or on behalf of the Corporation, or for the
insufficiency or deficiency in the maintenance, repair or renovation of any
building comprising the projects under the control of the Corporation, or for
the insufficiency or deficiency of any security in or upon which any of the
monies of or belonging to the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person,
firm or corporation with whom or which any monies, securities, or effects of
the Corporation shall be lodged or deposited, or for any loss, conversion,
misapplication or misappropriation of or any damage resulting from any dealings
with any monies, securities or other assets belonging to the Corporation, or
for any loss occasioned by any error of judgment or oversight on his part in
the operation, management or administration of the housing projects under the
control of the Corporation, or for any other loss, damage or misfortune
whatever, which shall happen in the execution of the duties of his office or in
relation thereto, unless the same are occasioned by his own dishonesty, willful
neglect or willful default; provided that nothing herein shall relieve any Director
or officer from the duty to act in accordance with the Act or from liability
for any breach of the Act.
10.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
10.01 Indemnification - The Corporation shall indemnify a
director or officer of the Corporation, a former director or officer of the
Corporation, or a person who acts or acted at the Corporation's request as a
director or officer of a body corporate of which the Corporation is or was a
Shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the Corporation or body
corporate, if
a)
he acted
honestly and in good faith with a view to the best interests of the
Corporation; and
b)
in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he had reasonable grounds for believing that his conduct was
lawful.
10.02 Insurance – The Corporation may purchase insurance for the benefit of its Directors and Officers.
11. MEETINGS OF SHAREHOLDERS
11.01 Annual
Meetings - The annual meeting of the Shareholder of the Corporation shall
be held at such time and on such day in each year as the Board or the Chair may
from time to time determine for the purposes of receiving the reports and
statements required by the Act to be laid before the annual meeting, appointing
Directors, appointing auditors and fixing or authorizing the Board to fix their
remuneration, and for the transaction of such other business as may properly be
brought before the meeting.
11.02 Special
Meetings - The Board or the Chair may at any time call a special meeting of
the Shareholder for the transaction of any business which may properly be
brought before such meeting of the Shareholder.
11.03 Place
of Meeting - Meetings of the Shareholder shall be held at such place in the
City of Ottawa as determined by the Board or the Chair.
11.04 Notice
of Meetings - Notice of the time and place of each meeting of the
Shareholder shall be sent not less than ten (10) days and not more than fifty
(50) days before the date of the meeting to the auditor of the Corporation, to
each Director, and to each member of Council. Notice of a special meeting of
the Shareholder shall state:
a)
the nature of the business to be transacted at the
meeting in sufficient detail to permit the Shareholder to form a reasoned
judgment on the business; and
b)
the text of any special resolution or by‑law
to be submitted to the meeting.
The Shareholder and any
other person entitled to attend a meeting of the Shareholder may in any manner
and at any time waive notice of or otherwise consent to a meeting of the
Shareholder.
11.05 Persons
Entitled To Be Present - The only persons entitled to attend a meeting of
the Shareholder shall be the Shareholder represented by Council, the Directors
and the auditor of the Corporation and others who although not entitled to vote
are entitled or required under any provision of the Act or by‑laws of the
Corporation to be present at the meeting. Any other persons may be admitted
only on the invitation of the Shareholder.
11.06 Adjournment
- The Shareholder may adjourn any Shareholder’s meeting from time to time and
from place to place.
11.07 Resolution
in Lieu of Meeting - Except where a written statement with respect to the
subject matter of the resolution is submitted by a Director or the auditor in
accordance with the Act,
a)
a resolution in writing signed by the Shareholder is
as valid as if it had been passed at a meeting of the Shareholder; and
b)
a resolution in writing dealing with any matter
required by the Act to be dealt with at a meeting of the Shareholder, and
signed by the Shareholder, satisfies all the requirements of the Act relating
to that meeting of the Shareholder.
11.08 Chair
- The chair of any meeting of the Shareholder shall be:
d)
the Chair, or
e)
if the Chair is not available, then the Vice-Chair,
or if neither is available, then a member of Council agreed upon by resolution
of the Council.
11.09 Rules
of Procedure - The rules of procedure for the conduct of meetings of the
Shareholder shall be the same as the rules of procedure for the conduct of
meetings of the Council, or such other rules of procedure that the Shareholder
may adopt.
12.0l Share
Issuance – No shares in the capital of the Corporation in addition to those
deemed issued under By-law No. 1 shall be issued to any person other than the
Shareholder.
12.02 Restriction
on Securities - Any invitation to the public to subscribe for securities of
the Corporation is prohibited.
12.03 Share
Certificates - Every holder of one or more shares of the Corporation is
entitled, at his option, to a share certificate, or to a non‑transferable
written acknowledgment of his right to obtain a share certificate, stating the
number and class or a series of shares held by him as shown in the records of
the Corporation. Share certificates and acknowledgments of a shareholder's
right to a share certificate shall be in such form as the Board shall from time
to time approve. Any share certificate shall be signed in accordance with
Section 13.01 herein and need not be under the corporate seal.
12.04 Replacement
of Share Certificates - The Directors may by resolution prescribe, either
generally or in a particular case, the conditions upon which a new share
certificate may be issued to replace a share certificate which has been
defaced, lost, stolen or destroyed.
13.01 Signing
Officers - Deeds, transfers, assignments, contracts and obligations of the
Corporation may be signed by the Chief Executive Officer or any other person
designated by the Directors. Notwithstanding this, the Board may at any time
and from time to time direct the manner in which and the person or persons by
whom any particular deed, transfer, contract or obligation or any class of
deeds, transfers, contracts or obligation or any class of deeds, transfers,
contracts or obligations may be signed.
13.02 Seal
- Any person authorized to sign any document may affix the corporate seal.
14.01 Giving
Notice - The giving (including the sending, delivering or serving) of any
notice (including any communication or other document) pursuant to the Act, the
Articles or by‑laws shall be sufficiently given if delivered personally,
by facsimile, by e-mail, or by prepaid regular mail.
14.02 Deemed
Notice - A notice is deemed to have been given:
i) at the time delivered in the case of personal delivery;
ii) if delivered by facsimile or by email, at the time of such
facsimile or email if sent on or prior to 3 p.m. on the date sent; and
otherwise; on the next day which is not a Saturday, Sunday or a statutory
holiday in the Province of Ontario; or
iii) five (5) days after the mailing if sent
by prepaid regular mail, in the absence of a postal disruption.
14.03 Omissions
and Errors - The accidental omission to give any notice, or the non‑receipt
of any notice, or any error in any notice not affecting its substance, shall
not invalidate any action taken at any meeting held pursuant to such notice or
otherwise founded on the notice.
14.04 Waiver
of Notice - Any person entitled to a notice may at any time
in writing waive same or abridge the time for its delivery, and any such
waiver, whether given before or after the conduct of the business to which the
notice relates shall cure any default in the giving or timeliness of such
notice.
15. banking and fiscal
15.0l Banking
- The banking business of the Corporation shall be transacted with such banks,
trust companies or other bodies corporate or organizations as may from time to
time be designated by or under the authority of the Board under such agreements,
instructions, and delegation of powers, subject to paragraph 13.01 as the Board
may from time to time authorize.
15.02 Signing
of Cheques - All cheques and other negotiable instruments for the payment
of money shall be signed in such manner and by such officers or persons as the
Board may from time to time designate.
15.03 Financial
Year - The financial year of the Corporation shall terminate on the 31st
day of December in each year.
16.01 Upon
this by-law coming into force, By-Law No. 5
is repealed, provided that such repeal shall not affect its previous operation
or the validity of any act done or any right, privilege, obligation or
liability acquired or incurred pursuant to such By-law prior to its repeal. The
validity of resolutions of the Shareholder or Board with continuing effect
passed under any such repealed By-law shall continue, expect to the extent
inconsistent with this By-law.
17.01 No
amendment or replacement of this By-law shall be effective until the approval
of the Shareholder is first obtained.
18.01 Effective
Date -This by‑law shall come into force on the date that it is passed
by resolution of the Shareholder.
ENACTED by
the Corporation’s Board of Directors xxxxxxxxxx, 2007
_____________________________ _____________________________
Chair Corporate
Secretary
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Proposed Changes to
Governance Structure of OTTAWA Community Housing Corporation
CHANGEMENTS PROPOSÉS À LA STRUCTURE
DE GOUVERNANCE DE LA SOCIÉTÉ DE LOGEMENT COMMUNAUTAIRE D’OTTAWA
ACS2007-0CH-0002 CITY WIDE / À
L'ÉCHELLE DE LA VILLE
Councillor Holmes provided a revised
Figure 1 and supplementary information regarding the proposed new governance
structure for OCH; the revision reflects the addition of one tenant to the
Board of Directors. She explained that
the proposed changes to the governance are being recommended because the Board
is not big enough to do the work that needs to be done and she confirmed they
would be looking for community representatives that have the necessary skills
and experience currently missing from the Board.
Carey Thomson, Manager,Corporate
Development and Environmental Law advised that with the proposed change in
governance, the four councillors on the Board of Directors who currently
constitute a majority vote, would go into a minority position. And, while there is no legal impediment to
that taking place, from an operational or policy perspective, he suggested that
Council would have to be comfortable with the Board to proceed in that
fashion. In response to questions posed
by Councillor Leadman, he confirmed the City’s obligations would be met under
the proposed model.
To address any concerns with regards
to the proposed model, as revised, Councillor Holmes indicated that they had
met with Mayor O’Brien, who had voiced a similar concern, but since Council
appoints the community representatives to that Board, it still has control who
is on that board. Also, as an ex
officio member, the Mayor could be called on for voting purposes as necessary
and Council has the authority to overturn any decision of the Board.
Moved by D. Holmes
That the Community and Protective
Services Committee recommend Council approve an amendment to the proposed governance
structure (Figure 1) to reflect the addition of one tenant to the Board of
Directors.
CARRIED
That the
Community and Protective Services Committee consider the following motion, as
amended by a revised Figure 1: Current
and Proposed Governance Models to reflect the addition of 1 tenant to the Board of Directors.
That the Shareholder approve:
1.
The recommended
changes in the Governance Structure of OCHC described in this report;
2. The
repeal of OCHC By-law #5 and the replacement of the said By-law with new By-law
#6 described in Attachment 1 of this report;
3. That the Mayor and the City Clerk be authorized to sign a written
resolution on behalf of the City of Ottawa as shareholder of Ottawa Community
Housing Corporation setting out the resolutions approved by the City Council.
CARRIED,
as amended
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