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

 

COMMITTEE RECOMMENDATIONs AS AMENDED

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

 

24 May 2007 / le 24 mai 2007

 

Submitted by/Soumis par :

 

Submitted by / Soumis par: City Council / Conseil municipal

 

Contact / Personne-ressource : Rosemary Nelson, Committee Coordinator /
Coordonnatrice du comité,
City Clerk’s Branch/Direction du greffe

580-2424, Ext. / poste : 21624, Rosemary.Nelson@ottawa.ca

 

 

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 

 

REPORT RECOMMENDATION

 

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.

 

 

BACKGROUND

 

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

 

 

SUPPORTING DOCUMENTATION

 

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/

Actionnaire de la Société de logement communautaire d’Ottawa

 

23 May 2007/le 23 mai 2007

 

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 

 

REPORT RECOMMENDATIONS

 

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.

 

RECOMMANDATIONS DU RAPPORT

 

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.

 

 

BACKGROUND

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.

 

1.      Current Structure

 

2.1     The Board

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.

 

2.2     Standing Committees

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.

 

2.3     Tenant Organizations

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.

 

2.      Proposed New Structure

 

3.1     Board Size and Composition

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.

 

3.2     Corporate Affairs Committee

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.

 

3.3     Streamlining of Tenant Organizations

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.

 

 

Attachment #1 – New OCH By-Law #6

 


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.

 

CONTENTS

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.  INTERPRETATION

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.  REGISTERED OFFICE AND SEAL

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.  DIRECTORS

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.  MEETINGS OF DIRECTORS

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.  REMUNERATION OF DIRECTORS

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.  OFFICERS AND PERSONNEL

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.  SHARES AND TRANSFERS

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.  execution of documents

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.  NOTICES

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.  Repeal

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.  AMENDMENT

17.01      No amendment or replacement of this By-law shall be effective until the approval of the Shareholder is first obtained.


 

18.  EFFECTIVE DATE

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

 

 

OTTAWA COMMUNITY HOUSING CORPORATION

 

 

 

_____________________________                          _____________________________
Chair                                                                            Corporate Secretary

 

 

 














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