Windmill Line Co-op - Organizational By-law

By-law No. 28, Organizational By-law

Windmill Line Co-operative Homes Incorporated

By-law No. 28

Organizational By-law

A By-law which contains the rules for the organization of

Windmill Line Co-operative Homes Incorporated.

(This document is a consolidation of By-law No. 28, By-law No. 31,

By-law No. 32, By-law No. 33, By-law No. 34 and By-law No. 37 [the latter five constitute a series of amendments to By-law No. 28] for ease of reference.)

By-law No. 28 was passed by the Board of Directors on May 6, 2003.

By-law No. 28 was passed by the members on June 18, 2003.

By-law No. 31 was passed by the Board of Directors on April 2, 2007.

By-law No. 31 was passed by the members on April 25, 2007.

By-law No. 32 was passed by the Board of Directors on December 15, 2008.

By-law No. 32 was passed by the members on January 15, 2009.

By-law No. 33 was passed by the Board of Directors on June 20, 2011.

By-law No. 33 was passed by the members on July 26, 2011.

By-law No. 34 was passed by the Board of Directors on November 14, 2012.

By-law No. 34 was passed by the members on November 25, 2012.

By-law No. 37 was passed by the Board of Directors on February 7, 2015. By-law No. 37 was passed by the members on February 22, 2015.

Contents

Article 1 About This By-law 4

1.1 Priority of This By-law 4

Article 2 Membership 4

2.1 Membership 4

2.2 Qualifications 5

2.3 Applying for Membership 5

2.4 Refusal 5

2.5 Transfers and Withdrawals 6

Article 3 Powers of Members and Board 6

3.1 Powers of Members and Board 6

Article 4 Members’ Meetings 6

4.1 Regular Members’ Meetings 6

4.2 Additional Members’ Meetings 7

4.3 Place of Meetings 7

4.4 Participation in Meetings 7

4.5 Notice of Members’ Meetings 7

4.6 Agenda of All Members’ Meetings 8

4.7 Agenda of Regular Members’ Meetings 9

4.8 Continuing a Meeting on Another Date 10

4.9 Quorum at Members’ Meetings 10

4.10 Attendance by Non-Members 10

4.11 Record of Attendance 11

4.12 Conduct of Members’ Meetings 11

4.13 Voting 11

4.14 Minutes of Members’ Meetings 11

Article 5 Requisitions 12

5.1 Requisition for Passing a Resolution or By-law 12

5.2 Requisition to Put a Resolution on the Agenda

of a Members’ Meeting 12

5.3 Requisition for a Members’ Meeting 12

Article 6 Directors 12

6.1 Powers and Duties of the Board 12

6.2 Number of Directors and Quorum 13

6.3 Who Can Act as a Director 13

6.4 Term of Office 13

6.5 Elections Committee 13

6.6 Procedures for Elections 14

6.7 Resignation of a Director 16

6.8 Removal of a Director 16

6.9 Vacancy 17

6.10 Conduct of Individual Directors 18

6.11 Indemnification of Directors 18

6.12 Board Meetings 18

6.13 Members, Non-Members and Employees at Board Meetings 20

6.14 Minutes of Board Meetings 20

Article 7 Officers 20

7.1 Meaning of “Officers” 20

7.2 Election of Officers 21

7.3 Removal of Officers 21

7.4 Resignation of Officers 21

7.5 The President and Vice-President 22

7.6 The Personnel Officer 22

7.7 The Corporate Secretary 22

7.8 The Treasurer 23

Article 8 Staff 23

8.1 Employment of Staff 23

8.2 Supervision of Staff 23

Article 9 Committees 24

9.1 Creating Committees 24

9.2 Role of Committees 24

Article 10 Membership in Federations and Associations 24

10.1 General 24

10.2 Election of Representatives 25

10.3 Removal, Resignation, Vacancy 25

10.4 Representatives at Co-operative Housing Federation of Toronto

and Co-operative Housing Federation of Canada 25

10.5 Representatives at St. Lawrence Neighbourhood Association 26

Article 11 Conflict of Interest 27

11.1 Payment of Directors and Officers 27

11.2 Types of Conflict of Interest 27

11.3 Deciding Whether There Is a Conflict of Interest 28

11.4 Procedures When There Is a Conflict of Interest 28

11.5 Members’ Conflict of Interest 28

Article 12 Information and Confidentiality 29

12.1 Access to Members’ Files and Accounts 29

12.2 Confidentiality of Board and Committee Business 29

Article 13 Financial 30

13.1 Not for Gain 30

13.2 Fiscal Year 30

13.3 Auditor 30

13.4 Auditor’s Report 31

13.5 Signing Officers 31

13.6 Power to Borrow 31

13.7 Investment of Co-op Funds 31

Article 14 Notice 32

14.1 Defects in Notice 32

14.2 Delivery of Notice 32

Article 15 By-laws, Special Resolutions, Policies, and Procedures 33

15.1 By-laws 33

15.2 Special Resolutions 34

15.3 Policies 34

15.4 Procedures 34

15.5 Amendments 34

Schedules to the By-law

A Rules of Order for Members’ Meetings 36

B Confidentiality Agreement 44

C Board Responsibilities 46

Organizational By-Law

By-law No. 28

This by-law contains the rules under which Windmill Line Co-operative Homes (theco-op) is organized. The Co-operative Corporations Act (the Act) regulates the co-op. The Act contains rules which affect the co-op but are not included in this by-law. Members should refer to them when questions come up.

Article l: About This By-law

1.1 Priority of This By-law

(a) This by-law repeals By-law 5 as amended by 9, 12, 13, 15, and 22. Any future by-law can amend this by-law only if the future by-law states that it is doing so and if it is passed according to 15.1 of this by-law.

(b) If there is a conflict between documents, the documents will govern in the following order:

• first, the mandatory parts of the Act and other mandatory requirements of federal, provincial, and municipal law

• second, the articles of incorporation

• third, the Occupancy By-law of the co-op, and

• fourth, this by-law, the other by-laws, and the legally adopted policies, rules, and regulations of the co-op.

The co-op, board, members, and employees must follow this order of priority.

Article 2: Membership

2.1 Membership

To become members of the co-op, applicants must be approved and be granted occupancy rights by the board, and be or become resident in a unit in the co-op.

• External applicants approved by the board sign a new occupancy agreement. Their membership takes effect on the date of occupancy listed on the occupancy agreement.

• Internal applicants approved by the board sign an existing occupancy agreement. Their membership takes effect when they sign the existing occupancy agreement.

When considering applications, the co-op must comply with the Ontario Human Rights Code.

2.2 Qualifications

To become members of the co-op, applicants must be 16 years or older. Membership is open to all who are in agreement with the aims and objectives of the co-op, and demonstrate an understanding of their financial and legal obligations to the co-op. The Co-op’s Occupancy By-law and Membership Selection By-law and Policies also state qualifications for membership.

2.3 Applying for Membership

(a) Persons must apply for membership in writing on the form that the co-op provides and must pay the non-refundable application fee for each membership applicant. The co-op will set this fee.

(b) Before the co-op will consider an external application, all persons in an external applicant’s household who are 16 years of age or older, and intend to live in the co-op, must apply for membership or long-term guest status.

• sign the Occupancy Agreement

• pay the lifetime membership fee (see article 10 of the articles of incorporation) for each member

• pay the member deposit (see section 3.2 of the Occupancy By-law), and

• pay the first month’s housing charge.

(d) Internal applicants accepted as members must:

• sign the existing Occupancy Agreement

• pay the lifetime membership fee, and

• take responsibility for charges as listed in section 3.5 of the Occupancy By-law.

(e) The board can require a new member to have a co-signer or to make other special financial arrangements as a condition of acceptance.

2.4 Refusal

The directors may refuse to accept any application for membership. If the application is not accepted, any payment forwarded with it must be refunded without interest.

2.5 Transfers and Withdrawals

Members cannot transfer their membership to any other person. Rules that apply to withdrawing from membership are in the Act and article 8 of the Occupancy By-law. When a member dies, membership in the co-op ends.

Article 3: Powers of Members and Board

3.1 Powers of Members and Board

(a) The board runs the business of the co-op (see article 6, “Directors”). The members do not do this directly. However, the powers of the members include:

• electing directors under 6.6 of this by-law

• removing directors under 6.8 of this by-law

• approving the budget and housing charges under article 4 of the Occupancy By-law

• requisitioning directors to act under article 5 of this by-law, and

• appointing the auditor each year and removing the auditor under 13.3 of this by-law.

(b) The Act allows members’ meetings to make decisions if:

• the by-laws or the Act say that a members’ meeting must decide something

• the by-laws or the Act give members the right to overrule a board decision, or

• members follow the procedures in the Act and in article 5 of this by-law.

Article 4: Members’ Meetings

4.1 Regular Members’ Meetings

The co-op holds four regular members’ meetings each year.

(a) Annual General Meeting

The co-op must hold an annual meeting no later than:

• 15 months after the last annual meeting (as required under the Act), or

• four months after the end of the co-op’s fiscal year,

whichever occurs first.

(b) Elections Meeting

The co-op must hold an elections meeting each year, normally in September or October but no later than 15 months after the previous elections meeting.

The co-op must hold a meeting to approve the operating budget each year no later than 70 days before the end of the fiscal year. Sections 4.2-4.3 of the Occupancy By-law give rules for considering the operating budget.

(d) Capital Budget Meeting

The co-op must hold a meeting to approve the capital budget each year, within the context of a multi-year proposal for capital spending. Sections 4.2-4.3 of the Occupancy By-law give rules for considering the capital budget.

4.2 Additional Members’ Meetings

(a) The board, the president, or any two directors, or the members at a general meeting can call members’ meetings in addition to the four regular meetings.

(b) The board, the president, or any two directors may call a Special Purpose Meeting at short notice (see 4.5b):

• when, in their opinion, delay could cause damage to property, harm to personal safety, serious financial loss, or other undue hardship; or

• to hear members’ appeals of decisions to terminate their membership and occupancy rights.

4.3 Place of Meetings

Members’ meetings must be held in an accessible location in the City of Toronto.

4.4 Participation in Meetings

If a member with a disability needs assistance to participate in a members’ meeting, the co-op will provide accommodation.

4.5 Notice of Members’ Meetings

(a) Notice of all members’ meetings except Special Purpose Meetings (see 4.5b) must be given to the members not less than 20 days nor more than 50 days before the date of the meeting. Notice must include the time and place of the meeting, the general nature of any business to be dealt with at the meeting, and the deadline for adding items to the advance agenda; see 4.6(b) and (c). The deadline must be five days before the day when the board will distribute the agenda. Everyone who is a member at least 21 days before the date of the meeting must be given notice of the meeting. Article 14 of this by-law states rules for giving notice.

(b) Notice of a Special Purpose Meeting must be given to the members not less than 10 days before the date of the meeting. Notice may be combined with the proposed agenda. Notice or a combined notice-agenda must include the time and place of the meeting, the nature of any business to be dealt with at the meeting, and a brief statement of the board’s reasons for calling a Special Purpose Meeting. Members may not add items to the proposed agenda. Everyone who is a member at least 11 days before the date for the meeting must be given notice of the meeting. Article 14 of this by-law states rules for giving notice.

4.6 Agenda of All Members’ Meetings

(a) The board sets the proposed agenda for all members’ meetings, including the four regular meetings. The proposed agenda must be given to each unit at least 10 days before the meeting. The proposed agenda must state specifically the nature of the items that the members will consider.

Members can raise any matter at a meeting but they cannot vote on it if it was not included in the proposed agenda. If proper notice is given, the members can make any decision or pass any version of a by-law, policy, or budget. They can do this even if the version they pass is different from the original.

(b) Except for Special Purpose Meetings, members can add items to the proposed agenda. The items must be within the authority of the members as stated in 3.1 of this by-law. Members must give the secretary written notice of the items before the deadline listed on the notice distributed by the board.

Any items which members add will be put at the end of the proposed agenda. The members may change the order of the agenda during the meeting.

(c) If the members do not submit agenda items to the secretary in time, they can, at their own expense, distribute items in writing directly to each unit at least 10 days before the date of the meeting. The items must be within the authority of the members as stated in 3.1 of this by-law. The members’ communications must state specifically the matter to be discussed and must identify the member(s) responsible for the communication.

(d) At the meeting the members can adopt the proposed agenda with or without changes. However, only those items that were included in the proposed agenda distributed by the board, or in a communication as described in 4.6(c) of this by-law, can be voted on.

(e) The proposed agenda for Special Purpose Meetings must contain only business deemed urgent by the board, as described in 4.2(b).

(f) A copy of a proposed by-law or policy must be given to each unit as stated in 14.2 of this by-law at least five days before the meeting.

4.7 Agenda of Regular Members’ Meetings

(a) The agenda for the annual meeting must include:

• approving the auditor’s report

• approving the financial statements, and

• appointing the auditor for the next year.

The agenda usually includes annual reports from elected representatives and staff. These reports must be distributed in writing to all units together with the auditor’s report and financial statements, at least five days before the annual meeting.

(b) The agenda for the elections meeting must include:

• election of directors

• election of representatives to the St. Lawrence Neighbourhood Association

• election of representatives to the Co-operative Housing Federation of Toronto and the Co-operative Housing Federation of Canada, and

• election of delegates or representatives to any other ongoing organizations to which the co-op has decided to send an elected representative.

Sections 6.4 to 6.6 of this by-law explain election rules and procedures.

The agenda usually includes annual reports from the board and committees. These reports must be distributed in writing to all units at least five days before the meeting.

(c) The agenda for the operating budget meeting must include consideration of the budget, and the proposed budget must be delivered to each unit at least 10 days before the meeting. See section 4.3 of the Occupancy By-law.

(d) The agenda for the capital budget meeting must include consideration of the budget, and the proposed budget must be delivered to each unit at least 10 days before the meeting. See section 4.3 of the Occupancy By-law.

(e) The agenda for all regular meetings must also include the general nature of any other business to be dealt with at the meeting. Members can raise any matter at a meeting but they cannot vote on it if it was not included in the agenda.

4.8 Continuing a Meeting on Another Date

(a) If business is not completed at a meeting, the members can pass a motion to continue the meeting on another date. The motion must set a specific date. There is no need to distribute another notice to all units. The date of the continued meeting will be prominently posted in the building.

(b) The agenda of the original meeting will be followed at the continued meeting. Decisions made at a continued meeting will have the same effect as if they were made at the original meeting.

4.9 Quorum at Members’ Meetings

(a) Quorum at members’ meetings means the minimum number of members who must be present for the co-op to hold a members’ meeting and make decisions or transact any business.

If there is no quorum, anything discussed or decided has no official status.

(b) Forty members make up a quorum.

(d) The chair may note during a meeting that quorum has been lost, or a member may raise a point of order questioning quorum. If the chair finds that quorum is no longer present, the meeting adjourns automatically.

(e) If a quorum of 40 has not arrived 30 minutes after the scheduled start of a continued meeting, as in 4.8, the quorum for that meeting will be 25 members.

(f) If members have requisitioned a meeting, or a member has appealed a decision of the board to terminate occupancy and membership rights, and there is no quorum present 30 minutes after the meeting was scheduled to start, the meeting must be called off. The board does not have to call another meeting in response to the requisition or the appeal.

4.10 Attendance by Non-Members

(a) Employees of the co-op have the right to attend and speak at members’ meetings unless the members decide otherwise. They cannot vote, make motions, or nominate candidates.

(b) Long-term guests can attend and speak at members’ meetings unless the members decide otherwise. They cannot vote, make motions, or nominate candidates.

(c) Other non-members can attend and speak at meetings only if the chair gives them permission. The members can reverse the chair’s permission. Non-members cannot vote, make motions, or nominate candidates.

4.11 Record of Attendance

The corporate secretary is responsible for recording the names of all persons who attend members’ meetings.

4.12 Conduct of Members’ Meetings

The Rules of Order are a part of this by-law and are attached as Schedule A.

The chair uses the Rules of Order to run members’ meetings, and decides any question about procedure which is not in the Rules of Order. The members have the right to appeal the chair’s ruling as stated in the Rules of Order.

4.13 Voting

(a) Every member of the co-op has the right to one vote at any members’ meeting. Anyone can vote who is a member at the time that the vote is held. A member does not vote while serving as chair of the meeting, unless the vote is by secret ballot.

(b) Only members who are present at the meeting can vote. Members cannot appoint someone else to vote for them.

(d) A two-thirds majority is needed to confirm by-laws.

(e) An abstention is not counted as a vote. A tie vote defeats the motion.

4.14 Minutes of Members’ Meetings

(a) Minutes must be taken at all members’ meetings.

(b) Amendments to minutes are written on the master copy, leaving the original text readable.

(c) After amended minutes of a members’ meeting are approved, the master copy is signed by the members who were president and corporate secretary at the time of the meeting. The signed master copy is kept in the office at all times.

(d) Copies of the minutes of all members’ meetings must be made available to members as soon as possible after they are approved.

For example, this can be done by publishing them in the co-op newsletter, sending them to members’ units, or putting them up in prominent locations in the co-op.

A copy of the minutes must be available to members in the co-op office during regular office hours.

Article 5: Requisitions

5.1 Requisition for Passing a Resolution or By-law

Normally, a by-law or resolution must be passed by the directors. If the members want to pass a by-law or resolution without the consent of the board, they must follow the procedure for requisition set out in section 70 of the Act.

5.2 Requisition to Put a Resolution on the Agenda of a Members’ Meeting

Members can have any item put on the advance agenda for a members’ meeting as stated in 4.6(b) of this by-law. If the secretary refuses to put an item on the agenda, and the item is within the authority of the members as stated in 3.1 of this by-law, members can requisition the directors to put the item on the agenda. The rules for these requisitions are in section 71 of the Act.

5.3 Requisition for a Members’ Meeting

(a) Five percent of the members can requisition the directors to call a meeting for any purpose that is:

• connected with the business of the co-op, and

• within the authority of the members (see article 3).

They must sign the requisition, and those signatures must be delivered to the co-op’s office. The notice must state the purpose for calling the meeting.

(b) The board can include the business of the requisitioned meeting as part of any meeting that is scheduled during the time period stated in section 79 of the Act. Therefore, it is not necessarily a separate meeting.

Article 6: Directors

6.1 Powers and Duties of the Board

(a) The board manages and directs the business of the co-op. It can use all the powers of the co-op, unless the Act or the by-laws say that a members’ meeting is needed to decide on a specific matter.

(b) The board can act only by a decision at a proper board meeting.

6.2 Number of Directors and Quorum

(a) The board is made up of nine directors. To change the number of directors, the co-op must amend this by-law (see 15.5).

(b) Quorum at board meetings means the minimum number of directors who must be present to hold a board meeting and make decisions or transact any business.

6.3 Who Can Act as a Director

(a) Some of the rules stating who can be a director are in sections 87 and 89 of the Act. They are included in this section of the by-law.

To be a director, a person must be 18 years or older and a member of the co-op.

A majority of directors must be Canadian citizens or landed immigrants. Anyone who is an undischarged bankrupt or mentally incompetent or mentally incapable as determined by law cannot be a director.

(b) Anyone who is in arrears of housing charges cannot be elected or appointed as a director. [as amended by By-law No. 33]

(c) Anyone who has a performance agreement (see section 9.6 of the Occupancy By-law) with the co-op cannot be a director until the agreement is discharged.

6.4 Term of Office

(a) The directors will have staggered terms. At the annual elections in odd-numbered years, the five candidates who receive the largest numbers of votes will be elected to two-year terms. At the annual elections in even-numbered years, the four candidates who receive the largest numbers of votes will be elected to two-year terms.

(b) When there are more than five vacancies in an odd-numbered year, or more than four vacancies in an even-numbered year, the additional vacancies will be filled for one-year terms by the candidates who receive the next-largest numbers of votes.

(c) Unless they resign or are removed, directors serve until the commencement of the first board meeting following the election of their successors.

(d) No director can serve for more than four consecutive years. After four consecutive years of service as a director, a member may not be elected or appointed to the board for at least six months. When a director is appointed or elected between annual elections, the period of service between the election or appointment and the next annual election is not counted in determining four consecutive years. [as amended by By-law No. 31]

6.5 Elections Committee

(a) At least 60 days before the elections meeting, the board appoints an elections officer. The elections officer may be a non-member or a person from outside the co-op. At least 45 days before the elections meeting, the board appoints a returning officer and an elections chair.

The elections officer is responsible to the board for the overall conduct of the elections. The returning officer conducts the ballot count. The elections chair chairs the elections portion of the meeting.

The elections officer, the returning officer, and the elections chair are the elections committee. Each member of the elections committee will sign a Confidentiality Agreement (Schedule B). Any member of the co-op can serve on the elections committee. The elections committee can ask other members to assist in the elections preparations.

The annual elections include elections for representatives at the Co-operative Housing Federation of Toronto, the Co-operative Housing Federation of Canada, and the St. Lawrence Neighbourhood Association. See article 10.

(b) The elections committee is responsible for:

• giving information about the election to the members, including educating members on the duties and responsibilities of the board and representatives

• getting candidates

• making sure that the elections follow the rules stated in the Act and the co-op’s by-laws, and

• supplying numbered ballots.

(c) The elections committee should recruit more candidates than the number of directors and representatives to be elected.

(d) Candidates who agree to be nominated and to serve as directors or representatives if elected must give the elections committee their agreement in writing before the elections meeting, or must be present and must agree at the elections meeting.

(e) The elections committee presents to the elections meeting a list of the candidates who have agreed to stand. Those candidates must be nominated at the meeting by members. Members can also nominate any other members, including themselves, who are present at the meeting.

6.6 Procedures for Elections

(a) Members elect the directors and representatives, normally at the elections meeting. If vacancies occur, members elect a replacement, or the board appoints someone as stated in 6.9 of this by-law.

(b) Sections 90 and 91 of the Act state the election procedures that the co-op must follow.

The election is by ballot. Members must cast a number of votes equal to the number of positions to be filled. Any ballot which has more or less votes will not be counted. For example, if the meeting is electing seven directors, then members must vote for seven of the candidates. Members cannot vote more than once for a candidate. Members cannot appoint someone else to vote for them.

(c) If the number of nominees is equal to the number to be elected, or less, the elections chair will declare the nominees acclaimed.

(d) Members can vote only during a duly constituted meeting. There must be a quorum present from the time the ballot boxes open until the final vote is cast. There does not have to be a quorum present while the votes are being counted and when the results of the vote are announced.

(e) The candidates who receive the greatest number of votes are elected. The elections committee counts the votes and announces the results. Each candidate may appoint a scrutineer to be present during the count or any recount. The committee and the scrutineers will keep confidential the number of votes that each candidate got and the order in which they finished.

(f) A second election must be held immediately if there is a tie for the final two-year position or the final one-year position and if a quorum is present. In the second election only the candidates who were tied for the final position(s) can be on the ballot. If there is a tie and a quorum is no longer present, then the board must call a new meeting to complete the election. Only the candidates who were tied for the final position(s) can be on the ballot at the new meeting.

(g) If a quorum is present and a member moves to have a recount immediately after the results are announced, and nine members agree, there must be an immediate recount with scrutineers present. The number of votes that each candidate got must be announced.

(h) After the election, the elections committee must return the ballots to the ballot box. The ballots must be kept in a sealed container in the co-op office, or some other safe place, for seven days. Then the committee can destroy the ballots.

(i) During the seven-day period 10 percent of the members can petition the elections committee to recount the ballots. If this happens, the ballots must be kept until the recount, which must occur within seven days of the committee receiving the petition. Scrutineers may be present at the recount and the number of votes that each candidate got must be announced. Until the recount, the results announced at the election meeting will stand.

6.7 Resignation of a Director

A director can resign by giving written notice or announcing the resignation at a board meeting. No motion to “accept” the resignation is needed. The resignation takes effect when it is received by the co-op office or stated at the meeting.

When the president, the vice-president, or the personnel officer resigns as a director, he or she is no longer an officer. Other officers who resign as directors can continue to be officers. See 7.2(c) and 7.4 for the resignation of officers. The co-op must always have at least two signing officers; see 13.5.

6.8 Removal of a Director

(a) Only members can remove a director

Only the members can remove any director before the end of the director’s term. A member can add this item to the agenda of a scheduled members’ meeting by following the procedures in 4.6(b), 4.6(c), or 5.2. If no members’ meeting is scheduled, members can requisition a meeting; see 5.3. A motion to remove a director must be passed by a majority vote.

(b) The board can recommend removal

The board can recommend that the members remove a director if the director, in the opinion of a majority of the other directors:

• has broken the confidentiality rules in article 12 and Schedule B of this by-law

• has not carried out the other responsibilities of a director, or

• has not carried out the responsibilities of a member or has broken the co-op’s by-laws.

The board must give written notice to the director of the board meeting held to discuss the proposed recommendation.

The notice must state:

• the time and place of the meeting, and

• the reasons for the recommendation.

Notice must be given to the director at least seven days before the meeting.

The director can appear and speak at that board meeting. The board discusses and votes on the recommendation without the director present.

If the board votes to recommend the removal of a director and the director does not resign, it must present a resolution to the next members’ meeting. The members must then make a decision; see 6.9(a). The director remains in office until the members make a decision.

A director who is absent from three consecutive board meetings without permission ceases to be a director. At the third meeting, the board declares a vacancy.

(d) Automatic Removal for Arrears

[section 6.8(d) was replaced by By-law 39, the Occupancy By-law, on May 26, 2019.]

6.9 Vacancy

(a) When the members remove a director

At a members’ meeting where members remove a director, the members can elect any qualified person to replace the former director for the rest of his or her term. Candidates who agree to be nominated and to serve as directors if elected must give their agreement in writing before the meeting, or must be present and must agree at the meeting. The procedures in 6.6 apply, except that duties of the elections committee will be taken on by the chair of the meeting, or as the meeting decides.

If the members do not elect a replacement director, then 6.9(b) applies.

(b) When vacancies occur for any other reason

If there is still a quorum on the board, the directors will:

announce the vacancy, and the reason for it, to all members within seven days after the board meeting when the vacancy is declared. At the same time the board will invite members to seek appointment to the vacated position.

ii. accept expressions of interest in the position from qualified members for the 13 [as amended by By-law No. 31] days following the announcement of the vacancy.

iii. appoint a qualified person at the next board meeting following the 13 [as amended by By-law No. 31] -day period in b(ii). The appointment takes effect immediately and members will be informed within seven days. The replacement director serves until the next annual elections.

(c) When vacancies occur and no quorum of directors remains in office, any remaining director must call a members’ meeting immediately to fill the vacancies. If no directors remain, any member may call the meeting.

This meeting is a Special Purpose Meeting as described in 4.2(b), 4.5(b), and 4.6(e). Sections 6.5 and 6.6 apply to these elections except that normally there is not an elections committee. At that meeting the members elect directors to serve the rest of the terms of the former directors. Candidates who receive the greatest numbers of votes replace the directors who were elected to two-year terms; candidates who receive the next-largest numbers of votes replace the directors who were elected to one-year terms.

(d) When a vacancy occurs within three months of the next annual elections and a quorum of directors remains in office, the vacancy may remain unfilled until those elections.

6.10 Conduct of Individual Directors

Each director must:

• act honestly, in good faith and in the best interests of the co-op at all times

• exercise the degree of care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances

• attend all board and members’ meetings, unless excused by the board

• prepare for all meetings, and

• keep confidential any private information about the affairs of the co-op, its members, or staff. See article 12 and Schedule B.See also article 11, “Conflict of Interest.”

6.11 Indemnification of Directors

(a) The co-op will indemnify all directors and officers, and their heirs and legal personal representatives, to the maximum extent permitted by section 110 of the Act.

(b) The co-op may purchase insurance to cover this liability.

6.12 Board Meetings

(a) Place of meetings

Board meetings must be held in an accessible location in the City of Toronto.

(b) Regular meetings

The board must hold regular meetings at least once a month on a date decided at the previous meeting, or at a regular time set by the board. There is no need to give notice of regular meetings. Minutes must be taken.

The board can hold special meetings. A special meeting can be called by a decision of the board, by the president or vice-president, or by a quorum of directors.

Each director must be given at least three days written notice of a special meeting. The notice must state the general nature of the meeting’s business. Minutes must be taken.

(d) Emergency meetings

An emergency meeting can be called by a decision of the board, by the president or vice-president, or by a quorum of directors. An emergency meeting can be called on less than three days notice if:

• notice is given in writing and by telephone, and

• a quorum of directors is present and agrees that there is an emergency.

Minutes must be taken. There must be a report to the next regular directors’ meeting of any decision made at an emergency meeting.

(e) Agenda of a board meeting

An agenda should be given to directors before a board meeting. The agenda contains the items that the directors will consider at the meeting. At regular meetings, however, the board can consider or adopt any motion even if no notice of the item was given.

At special meetings or at emergency meetings, the board can consider only the business stated in the notice, or the agenda given with the notice.

(f) Giving up the right to a notice

Directors can give up their right to a notice at any time. This must be done in writing.

(g) Chair

The chair of board meetings can be either the president or another person chosen by the board.

The chair (if a director) can vote on all matters which come before board meetings, but cannot vote a second time if there is a tie on the first vote.

(h) Voting

A majority vote is needed to make a decision unless this by-law states differently.

(i) Procedures

The Rules of Order in Schedule A also apply to board meetings except when this by-law states differently.

(j) Taking part in meetings

If none of the directors participating in a meeting objects, any or all directors can participate by telephone or other communication equipment. All the directors must be able to communicate with one another.

6.13 Members, Non-Members, and Employees at Board Meetings

Members, other co-op residents, and employees of the co-op can attend board meetings including, at the invitation of the board, [as amended by By-law No. 31] portions of the meeting when the business is confidential. Others can attend board meetings if invited by the board. Persons who are not directors or officers [as amended by By-law No. 31] can speak with the board’s permission, but they cannot make motions or vote.

6.14 Minutes of Board Meetings

(a) Amendments to minutes are written on the master copy, leaving the original text readable, except when an amendment calls for a portion of the original text to be removed from the open minutes and transferred to confidential minutes.

(b) After amended minutes of a meeting are approved, the master copy is signed by the members who were president and corporate secretary at the time of the meeting. The signed master copy is kept in the office at all times.

(c) Copies of the open minutes of all board meetings must be made available to members as soon as possible after they are approved.

For example, this can be done by publishing them in the co-op newsletter, sending them to members’ units, or putting them up in prominent locations in the co-op.

A copy of the board minutes must be available to members in the co-op office during regular office hours.

(d) Confidential minutes must be available only to board members, officers, the general manager, and staff at the discretion of the general manager on a need-to-know basis, unless the board decides otherwise.

(e) Personnel minutes (see 12.2b) must be available only to directors and the general manager. The general manager can see personnel minutes pertaining to other staff members only.

Article 7: Officers

7.1 Meaning of “Officers”

Unless this by-law or the Act states differently, the word “officers” means only the officers as stated in this article. It does not refer to employees of the co-op.

7.2 Election of Officers

(a) The board elects the following officers annually, or more often as needed:

• president

• vice-president

• personnel officer

• corporate secretary, and

• treasurer.

Elections for all officers will be held at the first board meeting after every annual or mid-year election. [as amended by By-law No. 31] The board can fill vacancies as necessary. The board can elect any other officers and give them any authority and duties.

(b) No person can hold more than one office.

(c) All officers must be members of the co-op, but not all officers must be directors. Only the president, vice-president, and personnel officer must be directors.

When the president, vice president, or personnel officer resigns or is removed as a director, the office becomes vacant automatically. [as amended by By-law No. 31]

7.3 Removal of Officers

This section deals with removing an officer. Section 6.8 of this by-law deals with removing a director. Removing an officer who is also a director does not remove the director from the board.

(a) A majority of the board can remove any officer by a decision at any time and for any reason. Notice that a motion will be made to remove an officer must be given to all directors.

(b) If the officer is not a director, the officer is also entitled to notice of the meeting and the opportunity to be heard at the meeting.

7.4 Resignation of Officers

This section deals with the resignation of an officer. Section 6.7 of this by-law deals with the resignation of a director.

An officer can resign by giving written notice. No motion to “accept” the resignation is needed. The resignation takes effect at once if given at a board meeting or, if delivered between board meetings, when it is received by the co-op office.

7.5 The President and Vice-President

(a) The president:

• gives leadership to the co-op

• follows the decisions approved at board and members’ meetings, and

• co-ordinates the work of the board, committees, members, and staff.

(b) The president and vice-president work together to carry out the above responsibilities. They decide how they will share them. They review their roles regularly to make sure that they are carrying out all the responsibilities.

7.6 The Personnel Officer

(a) The personnel officer, as an agent of the board, supervises the general manager in accordance with the personnel policy.

(b) The personnel officer:

• keeps in regular contact with the general manager

• deals with written complaints regarding the general manager’s performance and ensures that members receive written acknowledgments

• participates in staff evaluations

• participates in reviews of job descriptions, and

• must ensure that by-laws, policies, and procedures that relate to staff are in place, that the board and staff review them regularly, and that they are followed.

7.7 The Corporate Secretary

(a) The corporate secretary must ensure that:

• the co-op obeys government laws and its own by-laws

• all required notices of board and members’ meetings are given

• all the necessary documents for board and members’ meetings are provided

• the minute book of the co-op is kept up to date

• all necessary notices and documents are filed with the appropriate financial institutions, government agencies, and departments

• complete minutes of all board and members’ meetings are kept and distributed before the next meeting, and

• members have access to all new by-laws, during office hours for members, as soon as practicable after they are confirmed.

(b) The corporate secretary will not personally perform these duties if they are part of staff duties. The general manager must see that all the staff duties are done and that legal requirements are met.

(c) The board can appoint a recording secretary. A recording secretary takes the minutes of board or members’ meetings. Being appointed recording secretary does not make someone an officer. Being a director or officer does not disqualify a person from being a recording secretary.

7.8 The Treasurer

(a) The treasurer must understand and review the co-op’s finances and report on them to the board and the members. The general manager is responsible for the day-to-day financial management of the co-op.

(b) The treasurer must ensure that:

• the co-op’s finance-related by-laws, policies, and procedures are followed

• the board receives sufficient and regular financial reports that enable it to perform its duties, and

• timely reports are made to the board by finance-related committees.

Article 8: Staff

8.1 Employment of Staff or Retention of Management Services [as amended by By-law No. 37]

(a) The board hires the general manager, and the general manager hires employees to fill all other staff positions.

(b) The board must provide a job description for each staff position. The job description states the responsibilities and authority of the position.

c) The board may retain an outside agency to provide management services. [as amended by By-law No. 34 and later by By-law No. 37]

(d) A permanent full-time employee cannot live in the co-op.

8.2 Supervision of Staff

(a) The board is the final authority for the co-op in relation to employees. It sets the terms of employment.

(b) The employees work under the instructions of the board. However, the personnel

policy or job description may state that some employees will work under the instructions of a senior employee.

Article 9: Committees

9.1 Creating Committees

The board creates committees to:

• fulfill a function in a by-law or policy

• meet a need identified by members, or

• meet a need identified by the board or staff.

The board decides on the mandate of each committee and can appoint or remove the committee’s members.

9.2 Role of Committees

(a) Each committee reports to the board and the members at least twice a year. The board or the co-op’s by-laws or policies may require committees to report more often.

(b) The board and representatives of all committees meet together at least once a year.

(c) A committee must have the authority from a by-law, from a motion passed by the board, or from a budget approved by the membership to:

• spend any money

• authorize any expense

• enter into any contract, or

• commit the co-op to any action.

Article 10: Membership in Federations and Associations

10.1 General

The co-op supports the growth and evolution of the non-profit co-operative housing sector. The co-op should be a member of co-operative federations and associations which support and promote co-operatives and co-operative housing. The co-op must pay the reasonable expenses of members appointed to attend federation and association activities.

10.2 Election of Representatives

(a) Representatives must be members of the co-op.

(b) Section 6.6, “Procedures for Elections,” applies equally to election of representatives. Candidates for representative will be listed in separate sections of the same ballot that lists candidates for director.

10.3 Removal, Resignation, Vacancy

(a) Removal by members

Sections 6.8(a) and 6.9(a) apply equally to removal of a representative.

(b) Resignation of representatives

A representative can resign by giving written notice. No motion to “accept” the resignation is needed. The resignation takes effect when it is received by the co-op office.

When a representative’s position is vacant for any reason other than removal by the members, the board may appoint a replacement representative, following the procedure in 6.9(b). When a vacancy occurs within three months of the next annual elections, the vacancy may remain unfilled until those elections.

10.4 Representatives at Co-operative Housing Federation of Toronto and Co-operative Housing Federation of Canada

(a) Duties of representatives

The delegate:

• represents the co-op at meetings of the federations

• informs the board and the members of what the federations are doing

• informs the federations of the views and concerns of the co-op, and

• votes at federation meetings. The delegate must get direction from the membership or the board on important issues.

The alternate:

• assists the delegate and stands in when the delegate is unable to carry out his or her duties.

(b) Number of representatives

The co-op sends two representatives to both the Co-operative Housing Federation of Toronto and the Co-operative Housing Federation of Canada. Each represents the co-op (as either delegate or alternate) at both federations at the same time.

The delegate and alternate to the Co-operative Housing Federation of Toronto and Co-operative Housing Federation of Canada will have staggered terms. Each representative will have a term of two years, serving as alternate in the first year and delegate in the second year.

When both positions are vacant at the elections meeting, the two candidates who receive the largest numbers of votes will decide together which representative will be the delegate (one-year term) and which will be the alternate (two-year term). They must inform the board of their decision at its next meeting.

No representative can serve for more than four consecutive years.

10.5 Representatives at St. Lawrence Neighbourhood Association

(a) Duties of representatives

The representatives:

• represent the co-op at meetings of the association

• inform the board and the members of what the association is doing

• inform the association of the views and concerns of the co-op, and

• vote at association meetings. The representatives must get direction from the membership or the board on important issues.

(b) Number of representatives

The co-op sends three representatives to the St. Lawrence Neighbourhood Association.

The representatives will have staggered terms. At the elections meeting in odd-numbered years, the one candidate who receives the largest number of votes will be elected to a two-year term. At the elections meeting in even-numbered years, the two candidates who receive the largest number of votes will be elected to two-year terms.

When there is more than one vacancy in an odd-numbered year, or more than two vacancies in an even-numbered year, the additional vacancies will be filled for one-year terms by the candidates who receive the next-largest numbers of votes.

No representative can serve for more than four consecutive years.

Article 11: Conflict of Interest

11.1 Payment of Directors and Officers

(a) Directors and officers serve without payment of any kind. However, they have the right to be paid for travelling or other expenses while doing business for the co-op as long as the expenses are reasonable. The board must authorize these expenses. These expenses must meet the guidelines and limits set by the board. Directors and officers cannot receive compensation for lost income while doing business for the co-op.

Directors and officers cannot enter into any contracts with the co-op other than contracts that are generally available to other members, such as occupancy or performance agreements.

(b) Directors and officers cannot accept payment of any kind for any work done for the co-op. This does not apply to directors and officers who were members of the On-Call Committee at the time they became directors or officers; they may be paid for up to 24 hours of On-Call work a week.

11.2 Types of Conflict of Interest

(a) A conflict of interest is when someone benefits personally in any way from a decision of the co-op. This article covers conflicts of interest of officers, directors, committee members, and employees. It also covers all persons in their households, relatives, and friends. If the relationship is close enough, there may be a conflict of interest.

(b) A conflict of interest can happen when someone living in the co-op or an employee:

• makes or takes part in a decision affecting the co-op’s affairs, and

• has a financial or other interest in, or gets a benefit from, the result of that decision which the rest of the co-op members do not have, or which only a few other members have.

• the co-op signs a contract with someone living in the co-op, an employee, or a company in which they, their household members, or relatives have a financial interest or any stock; or

• the board decides to evict a friend of a director; or

• someone living in the co-op or an employee is involved personally in a disciplinary procedure where they made the complaint or where a household member, friend, or relative is being disciplined.

There are other types of conflict of interest. The co-op should deal with them by using the principles contained in this article.

11.3 Deciding Whether There Is a Conflict of Interest

The facts of each case are different, and careful judgment is needed to decide whether or not there is a conflict of interest. Members should follow the procedures below.

11.4 Procedures When There Is a Conflict of Interest

(a) When a director has or may have a conflict of interest

When a director has or may have a conflict of interest:

i. The director should declare the possible conflict of interest at the board meeting considering the matter.

ii. If a director does not declare a possible conflict of interest, but another director is aware of one, the other director can bring it up at a meeting.

iii. The board then decides whether there is a conflict of interest.

iv. If there is a conflict of interest, the director cannot vote on the matter. The director may be given a reasonable opportunity to present relevant information and may answer questions from the board but must not be present during any discussions or decisions about [as amended by By-law No. 31] the matter.

(b) When a committee member has or may have a conflict of interest

If a committee member has or may have a conflict of interest, the committee must follow the same procedure as the board. If there is a dispute, the matter can be appealed to the board. The board decision is final.

An employee who has or may have a conflict of interest must report it to the employee’s supervisor, and follow the supervisor’s directions.

The general manager must report a conflict of interest to the personnel officer, who will report it to the board. The general manager must follow the board’s directions.

(d) All other conflicts of interest

If any member or officer acting for the co-op has or may have a conflict of interest, that person must report it to the board. The board must decide on the matter.

11.5 Members’ Conflict of Interest

At members’ meetings, all members can take part in discussions and vote as they wish, even if they have a conflict of interest.

Article 12: Information and Confidentiality

12.1 Access to Members’ Files and Accounts

Members have the right to see their own member files and financial accounts during co-op office hours under supervision of staff. Members may have to make an appointment. If any member believes that there is an error in their member file or accounts, co-op staff should try to correct the problem. If staff does not think there is a mistake, they should explain the record to the member. If the member is still not satisfied, the member can take the matter to the board by sending a letter to the board.

Members can put written statements in their files.

12.2 Confidentiality of Board and Committee Business

(a) Sometimes directors, officers, committees, individual members, or staff discuss or learn of confidential matters. All must keep these matters secret, even after they are no longer directors, officers, members of the committee, members of the co-op, or employees of the co-op.

Confidential information is defined in Schedule B.

(b) When the board discusses confidential matters, the minutes of these discussions must be kept in a separate minute book. Only directors, officers, and staff can see the confidential minutes unless the board decides otherwise. See 6.14(d).

When the board discusses personnel matters, the minutes of these discussions must be kept in a separate file or book. See 6.14(e) regarding access to these minutes.

(c) At the end of their terms, directors must return their confidential and personnel minutes to the office for destruction.

The corporate secretary or another director or officer designated by the board can retain confidential and personnel minutes for up to 30 days after a board election in order to check that minutes from the previous board are complete and properly filed.

(d) Directors can see all confidential files for the time before their term of office. They must request the files through staff, and they may not remove the files from office areas. Staff and the director will sign a record stating which files were reviewed, when, and by whom.

The general manager has access to all earlier confidential minutes (except personnel minutes relating to himself or herself).

(e) Directors must decide which items are confidential. They should remember that members have the right to be fully informed about the co-op’s business. They must have a good reason for making something confidential.

(f) Confidential or other personal information about members may be made available to the board as stated in the Occupancy By-law.

(g) Employees, directors, officers, and members of committees that deal with confidential business should sign a Confidentiality Agreement. The co-op can use the sample agreement form that is attached to this by-law as Schedule B.

Article 13: Financial

13.1 Not for Gain

(a) The co-op is a non-profit organization. Any surplus the co-op collects is set aside as retained earnings. The surplus is not distributed to members. It can be used only for purposes consistent with the co-op’s objectives and with its by-laws and governing agreements.

(b) If the co-op is dissolved, any assets left over are paid to a charitable organization that promotes non-profit co-op housing. If no such organization can accept the assets, they are paid to another charity operating within Canada.

13.2 Fiscal Year

The fiscal year for the co-op starts April 1 and ends on March 31 of the following year.

13.3 Auditor

(a) The members appoint an auditor at each annual members’ meeting. The auditor can be either a chartered accountant or a firm of chartered accountants. Section 126 of the Act states who cannot be appointed as an auditor.

The auditor stays in office until the members appoint the next auditor.

(b) Sections 124 and 125 of the Act state how to remove an auditor and appoint a different auditor.

(d) The directors, employees, and officers of the co-op must provide any information and explanation which the auditor needs.

(e) The auditor is entitled to attend any meeting of members and to receive all notices and communications relating to members’ meetings sent to members.

(f) Any member may require the attendance of the auditor at any members’ meeting by providing a written request to the co-op at least five days prior to the meeting.

13.4 Auditor’s Report

The auditor reports at the annual members’ meeting on the financial statement of the co-op as listed in section 127 of the Act.

13.5 Signing Officers

(a) The president, vice-president, secretary, and treasurer will be signing officers. [as amended by By-law No. 32]

(b) All cheques or other negotiable documents must be signed by two signing officers. Officers must never sign a blank cheque.

Before signing a cheque or other negotiable document, the officers must make sure that the expense is within an approved budget or has otherwise been properly approved.

(c) All other documents, including electronic transactions, must be signed or authorized by two signing officers. This includes any written commitment of the co-op, such as a contract for work to be done. Before signing or authorizing a document, the officers must make sure that the document has been properly approved.

The board can make a specific decision to appoint any officer, director, or employee to sign documents, or any class of documents, for the co-op.

(d) Signing officers must have board approval before making any commitments, or entering into contracts or obligations, for the co-op.

(e) When authorizing a document, the board can decide its exact form. If it does not, the signing officers can approve the final document.

(f) Anyone who has the authority to sign documents can also put the corporate seal on a document.

13.6 Power to Borrow

(a) The board can:

• borrow money on the credit of the co-op

• issue, sell, or pledge securities of the co-op, and

• use the property of the co-op as security for a loan or payment of a debt.

(b) Except for any mortgage of the co-op’s property, total liabilities under 13.6(a) above cannot be more than $25,000, unless the members approve by a special resolution (see 15.2).

13.7 Investment of Co-op Funds

(a) The board can invest co-op funds in government bonds, treasury bills, or other securities backed by the governments of Canada or Ontario. The board can deposit funds with a:

• credit union

• chartered bank, or

• trust company.

The board must not invest co-op funds in any investment or security other than those mentioned above without the approval of the members.

(b) To help promote co-operative principles, the board should consider investing co-op funds in a credit union.

(d) When investing funds the board must comply with any limitations in the co-op’s agreements with funding authorities.

(e) No member or employee involved in the investment activity may profit from the investment of co-op funds.

Article 14: Notice

14.1 Defects in Notice

A minor error or omission in any notice will not affect any decision made by the board or members. This includes accidentally failing to give notice to a person entitled to it. It also includes a person’s not receiving a notice that has been sent.

14.2 Delivery of Notice

(a) Except where the Act states otherwise, the co-op needs to give only one notice per unit.

Any notice or other document can be:

• handed personally to the member

• left with an adult in the member’s unit

• left in the unit’s mail box

• taped to the door, or

• delivered in any other manner to the member’s unit.

(b) These rules do not apply to notices given to members when they are being evicted. The rules for eviction notices are in article 9 of the Occupancy By-law.

(c) When calculating the time for a notice, the date on which the notice is given is not counted, but the date of the meeting or event is counted. Sundays and holidays are included when counting.

Article 15: By-laws, Special Resolutions, Policies, and Procedures

15.1 By-laws

(a) A by-law is a decision of a co-op that states how the co-op will deal with matters in a particular area. The Act states that a co-op can pass by-laws to deal with all the details of the business of the co-op. However, the by-laws must not be contrary to the Act or to the co-op’s articles of incorporation. Any person or group may propose a by-law for the board of directors to consider.

A by-law can be very broad, and state how the co-op and its members must act in a wide area (for example, this Organizational By-law). On the other hand, a by-law can deal with a single item of the co-op’s operation. A by-law creates legal rights and responsibilities. The co-op should pass by-laws to deal with any matter to which it wishes to bring the force of law.

(b) For a by-law to come into effect:

i. The board of directors must pass the by-law.

ii. The members must receive proper notice of a meeting at which they will consider the by-law and must receive a copy of the proposed by-law at least five days before the meeting.

iii. There must be a quorum of members present at the members’ meeting.

iv. The members must confirm the by-law, with or without changes, by at least a two-thirds vote of the members who are present and who vote at the meeting (abstentions are not counted as votes).

v. The minutes of the meeting must state that the members confirmed the by-law by a two-thirds vote.

(c) Schedules to a by-law must be passed in the same way as a by-law. They then become part of the by-law and have the same force as any other part of the by-law.

(d) Normally, members can consider a by-law only after the directors have passed it. If the members want to pass a by-law without the consent of the board, they must follow the procedure for requisition set out in section 70 of the Act.

15.2 Special Resolutions

A special resolution is required to change the articles of incorporation and under 13.6 of this by-law. It is passed following the same procedure that applies to passing by-laws; see 15.1(b).

15.3 Policies

(a) Policies can be written by the board or a committee. Policies do not have the same force in law as a by-law or a schedule to a by-law.

(b) The board or committee may develop policies that apply only to its own members, such as a code of conduct. The board may also write policies that apply only to staff. These types of policies can be passed by the board or committee by a simple majority.

(c) Policies that apply to all members must be passed by both the board and the members. For a policy that applies to all members to come into effect:

i. The board of directors must pass the policy.

ii. The members must receive proper notice of a meeting at which they will consider the policy and must receive a copy of the proposed policy at least five days before the meeting.

iii. There must be a quorum of members present at the members’ meeting.

iv. The members must pass the policy, with or without changes, by a simple majority of the members who are present and who vote at the meeting (abstentions are not counted as votes).

v. The minutes of the meeting must state that the members passed the policy by a majority vote.

15.4 Procedures

Boards and committees can adopt procedures that set out how a by-law or policy should be applied (for example, procedures for collecting arrears). Boards and committees adopt a procedure by passing a resolution at a meeting. The board can review and amend committee procedures at its discretion. [as amended by By-law No. 31]

15.5 Amendments

(a) A by-law, policy, or procedure may be amended in part or in whole. Amendments must be passed using the same procedure as was used to pass the original document.

• To amend a by-law or a schedule to a by-law, an amending by-law must be passed following the procedure in 15.1(b) or 15.1(d).

• To amend a policy, an amending resolution must be passed following the procedure in 15.3(c).

• To amend a procedure, an amending resolution must be passed at a meeting of the board or committee that developed the original procedure.

(b) To amend the articles of incorporation, a special resolution is required. Amendments to the articles of incorporation must be filed with the provincial government.

CERTIFIED to be a true copy of By-law No. 28 of Windmill Line Co-operative Homes Incorporated, passed by the board of directors at a meeting held on the 6th day of May, 2003, and confirmed by a two-thirds majority at a meeting of members held on the ____ day of ___________, 202_.

_______________________________

Secretary

Schedule A

Rules of Order for Members’ Meetings

These are rules of order for members’ meetings. These rules replace any other rules such as Robert’s Rules of Order. There are also comments to explain the meaning of the rules. The comments [in italics] are not part of the rules.

1. Chair

In these rules of order, “chair” means the person chairing the meeting at the time that the rule applies.

i. The board can appoint someone to chair members’ meetings. If the board has appointed a chair who is not a director or officer, the members must approve that person to chair members’ meetings. If the members do not approve that person, they can appoint someone else. If the board has not appointed a chair, the members can choose the president, the vice-president or anyone else to chair members’ meetings. If no director or officer is present 15 minutes after the scheduled start of a meeting, the members can appoint a chair. A person can be appointed to chair one meeting or a series of meetings.

ii. The chair makes sure that meetings run smoothly. The chair tries to make sure that members have a chance to discuss every item on the agenda fully and fairly and that the meeting comes to a clear conclusion.

iii. A chair who wants to make or discuss a motion must step down until the meeting has dealt with all matters concerning the motion. Another person approved by the members can chair the meeting in the meantime.

iv. The chair does not vote unless the vote is by secret ballot. If there is a tie on a secret ballot, the chair cannot vote a second time. The chair must be a member in order to vote.

v. The chair can be removed during a meeting by a vote of the members. The chair should step down during discussion of the motion. If the motion passes, the members can appoint another chair.

2. Motions

The meeting can deal with an item of business on the agenda in three ways:

i. The member who asked that the item be put on the agenda can ask the members to approve a proposal by “moving” it.

ii. The chair can present an item on the agenda, and ask if any member wishes to make a motion.

iii. A member can present an item for discussion without making a motion. The chair decides if a motion is needed. If so, the Chair asks for a motion.

Another member must “second” a motion. Otherwise, members cannot discuss the motion. Members can only discuss one main motion at a time.

Comment: A main motion tells members what the proposal is. It’s helpful if the motion can be written and sent to members before the meeting. If possible, get motions written, given to the chair, and written on a flip chart for members. The secretary reads the motion to the members before a vote is taken.

The way items get on the agenda is stated in 4.4 and 4.5 of the Organizational By-law.

3. Speaking

Members discuss a motion after it has been moved and seconded. The chair controls the discussion. Members speak as follows:

i. They can ask questions. The chair or the member who moved the motion answers the questions.

ii. They can speak for or against the motion.

iii. They speak to the chair.

iv. Each speaker normally speaks for three minutes or less. The chair can set a longer or shorter time limit.

v. Normally, the chair will allow a member to speak more than once on an item only after others who want to speak have done so.

Comment: All those who want to speak should raise their hands. The chair may keep a speakers’ list and call members to speak in order. The chair may rule speakers “out of order” if their comments are off the point.

4. Amendments

Members can suggest an amendment to a main motion during discussion. An amendment must be moved and seconded like any other motion. An amendment can:

• take out part of the main motion

• add to it, or

• change parts of it.

An amendment cannot:

• be unrelated to the main motion, or

• be, in the opinion of the chair, directly against the meaning of the main motion.

All speakers must speak about the amendment once it has been moved and seconded. They continue to do so until the amendment has been voted on. The chair will keep a separate speakers’ list for the discussion on amendments.

(a) Friendly Amendments

A member can ask that the mover and seconder of the main motion accept an amendment as “friendly”. If they agree that it is a “friendly” amendment, it becomes part of the main motion.

(b) More Than One Amendment

The chair can accept more than one amendment if:

• the amendments have been moved and seconded

• they would change the same part of the motion, or

• a second amendment would change the terms of the first one.

The chair can limit the number of amendments at any one time. After the meeting deals with them, the chair can allow members to move other amendments.

The order of discussion and voting on amendments is the reverse of the order in which they were moved. This means that discussion and voting begins with the last amendment moved.

Any amendment to the main motion that is passed becomes part of the main motion. When there are no more amendments to be discussed, members vote on the (amended) main motion.

(d) Majority of Votes

An amendment must have the same majority as the motion that it amends. Therefore, an amendment to a proposed by-law must have a two-thirds majority.

Comment: The chair must make sure that members know which amendment is being discussed. Members can easily become confused if there are several amendments being discussed at once.

Members cannot amend a motion by moving a whole new motion, or by an amendment that is directly against the meaning of the main motion. Members who want to oppose a motion may:

• speak against the motion

• outline a new motion to be proposed if the current motion is defeated

• ask the mover to withdraw the main motion, or

• ask the members to defeat the main motion so that they can move a new motion.

5. Withdrawing a Motion

The member who moved a motion can withdraw it at any time during the discussion if the seconder agrees.

Comment: The mover might decide that this is not the right time to make a decision or might feel that someone else has a better motion to present.

6. Voting

The chair calls for a vote once every member who wishes to speak has spoken.

(a) Majority

Motions are decided by simple majority unless the Act or the co-op’s by-laws say otherwise.

A simple majority vote is more than half of the votes cast, without counting abstentions. A two-thirds majority is two-thirds of the votes cast without counting abstentions. If the co-op votes by ballot, a spoiled ballot will not be considered a vote cast.

(b) Chair

The chair rules on whether or not the motion has passed. Any member can request a recount of votes.

When a vote is held by show of hands and there is a tie, the motion is defeated. The chair may ask members whether they wish to vote again by secret ballot. A majority is needed to hold this ballot.

See 6.6(f) for procedures when there is a tie in an election. When there is a tie on any other vote by secret ballot, a second ballot will be held and the chair cannot vote.

Comment: Normally, members will vote by a show of hands. The chair asks first for those in favour, then for those against, then for abstentions. Any member can request that the vote be counted, with the count recorded in the minutes.

Or the meeting may decide, by a simple majority, to vote by secret ballot instead of by show of hands. Usually a vote by ballot is better if the item is a sensitive one.

A simple majority is not always 50 percent of the votes plus one. If there are 49 votes cast, a simple majority would be 25 not 26.

7. Motions About Procedure

(a) Calling the Question

A member who wishes to end the discussion can call for an immediate vote by saying “I call the question” or “I move to end the debate”. This motion to call the question needs a seconder. The chair will immediately ask members to vote on whether they want to finish the discussion at this point. A two-thirds majority is needed.

If the motion to call the question is carried, the members then vote on the main motion or amendment.

If the motion to call the question is defeated, members can continue to discuss the main motion or amendment.

Members can speak out of turn if they wish to call the question.

Comment: A motion to call the question is an attempt to stop further discussion. It should be used when members seem to be ready to vote and when speakers are not saying anything new. However, it should be used carefully as it may take away someone’s right to speak.

(b) Motions to Defer, Refer, or Table a Motion

During the discussion on a main motion or an amendment, any speaker can make one of the following three motions.

i. Motion to defer the question

This motion needs a seconder. Members can debate it. It must state the date or time at which the members will discuss the question.

Comment: To defer the question means to put off discussion to another meeting, or to a later time in the same meeting.

ii. Motion to refer the question

This motion needs a seconder. Members can debate it. It must state to whom the question is referred.

Comment: To refer the question means to give the board, a committee, or a small group the job of studying the question and of making recommendations to the members.

iii. Motion to table the motion

This motion needs a seconder. Members do not debate it.

Comment: To table the motion sets aside the business for an indefinite period. It is usually used when members don’t want to discuss, or to express their opinions. At another time, or at a later meeting, members may pass a motion (by a simple majority) “to take the motion from the table”. They can then continue discussion.

The chair can rule a motion out of order on the grounds that it is absurd or wasting time, and not worth the members’ attention.

8. Interruptions

Members can speak out of turn if they wish to call the question or to raise one of the following four questions.

(a) A Point of Order

Once a point of order is raised, the chair rules whether it is correct or not, and acts accordingly.

Comment: Members may raise a point of order if they think that

• the meeting is following an incorrect procedure, or

• there is not a quorum.

A point of order should not be used to continue a debate.

(b) A Point of Information

Members who have:

• an important piece of information, or

• a question which will save time in the discussion

can raise a point of information.

Comment: Points of information should always be brief.

A point of information should not be used as debate.

Members who want to raise points of order or points of information should stand up and politely say that they have a point of order or information.

Members can appeal when they think a ruling of the chair is not correct. The appeal needs a seconder, and is not discussed. Both the chair and the member who makes the appeal can give their reasons. The question: “Do we confirm the decision of the chair?” is put to the vote. The chair does not vote. If the vote is tied, the chair’s ruling is confirmed.

Comment: The chair does not have to resign if an appeal is supported by a majority of members. Members have the right to decide how their meetings should run. An appeal is not a vote of confidence. It is simply a way for members to control their meeting.

(d) A Question of Privilege

A question of privilege does not need a seconder. It is not discussed. The chair rules on the question without calling for a vote.

Comment: A member who feels that there is a risk to the rights, safety or comfort of the members (or of one member) may raise a question of privilege. It may be a simple matter, such as the need for better ventilation, or for the use of a microphone. There is no need of a seconder or discussion. The chair gives a ruling on the question of privilege.

Schedule B

Confidentiality Agreement

Windmill Line Co-operative Homes Limited

Confidential information is:

• personal information about a person which includes, but is not limited to, health, disability, sexual orientation, and life-style information about a co-op member, guest or staff person.

• financial information about a co-op member or guest’s income, subsidies, arrears or any other financial matter. Other than salary range and benefits and information in budgets and financial statements, financial information about an individual staff member shall remain confidential.

• information that would likely identify an individual in measures the co-op is taking.

• information about co-op business which needs to be kept confidential to protect the interests of the co-op or co-op members, staff, and guests, as determined by the board of directors.

I agree that all confidential information about a co-op member, guest or staff person will be treated as confidential unless an individual or the board of directors has authorized that the information can be shared with others.

I agree to keep safe all confidential documents and not allow any unauthorized person to see them.

I agree that it is my obligation to only speak about a person’s confidential information in relevant “in-camera” items at board meetings, staff meetings and in confidential conversations with the individual concerned.

I agree that I will be conscious of ensuring that confidential information will not be heard by a third party not bound by confidentiality. This includes not leaving messages that refer to confidential matters or speaking about confidential information at gatherings, in hallways, in rooms without the doors being closed, or on the street.

If I believe that confidentiality rules are being breached, I agree to consult with the board as to whether they have been or not, and to abide by its decision.

I understand that this confidentiality agreement applies during my role as a board member, staff person or a member of a committee dealing with confidential information and continues after I leave the co-op.

I also understand that a breach of confidentiality is a very serious matter and that sanctions will be applied.

Signature:

Name:

Date:

Schedule C

Board Responsibilities

The board, acting on behalf of the members, has the following responsibilities:

Members

• approves or rejects membership applications as stated in the by-laws

• sets the advance agenda for all general members’ meetings

• reports to the members on the activities of the board

• pays attention to the social and community needs of the members, and

• makes sure that education about co-operatives is available to members.

Finances

• oversees the financial affairs of the co-op

• makes financial decisions for the co-op, and

• makes sure that the co-op has enough insurance coverage.

Organization

• makes sure that the by-laws and continuing resolutions of the board are adopted and reviewed regularly

• gives a clear outline of the responsibilities of staff, committees and members

• directs and coordinates the activities of all committees

• makes sure that the co-op’s property is well maintained, and

• involves the co-op in the broader co-operative movement and in the local community.

Employees

• hires, fires and directs employees as stated in the by-laws

• sets the salary and employment terms of employees, and

• makes sure that education about co-operatives is available to employees.

The board can delegate some of these responsibilities to committees or staff. However, the board has the final responsibility.

Sidebar

Organizational By-law

January 22, 2025 GMM