PEEL NON-PROFIT HOUSING CORPORATION

BY-LAW NUMBER 1-95

A by-law relating generally to the conduct of the affairs of the corporation.

 

CONTENTS


I.
INTERPRETATION
II.
BUSINESS OF THE CORPORATION
III.
MEMBERS
IV.
DIRECTORS
V.
OFFICERS
VI.
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
VII.
MEETINGS OF DIRECTORS
VIII.
MEETINGS OF MEMBERS
IX.
NOTICES
X.
EFFECTIVE DATE

 

BE IT ENACTED as a By-law of the Corporation as follows:

PART I
INTERPRETATION

1.01 Definitions - In the by-laws and special resolution of the Corporation, unless the context otherwise requires:

"Act" means Corporations Act (R.S.O 1990. Chp.C.38, as amended) and every statute that may be substituted therefore;

"appoint" means elect and vice versa;

"letters patent" means the letters patent of the Corporation issued the 6th day of July, 1976, as from time to time amended;

"Board" means the board of directors of the Corporation;

"by-laws" means any by-law of the Corporation from time to time in force and effect;

"Council" means the Council of the Regional Municipality of Peel;

"Corporation" means the Corporation constituted under the Act and named the Peel Non-Profit Housing Corporation;

"non-business day" means Saturday, Sunday and any other day that is a holiday as defined in The Interpretation Act (Ontario);

"meeting of members" includes an annual or other general meeting of the members and a special meeting of the members;

"area municipalities" means The Corporation of the City of Mississauga, The Corporation of the City of Brampton and The Corporation of the Town of Caledon;

"recorded address" means, in the case of a member, the member's address as recorded in the register of the members and, in the case of a director, officer or auditor, the address as recorded in the records of the Corporation;

"recorded vote" means poll as set out in the Act;

"signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by Section 2.04 of this By-law or by a resolution passed pursuant thereto;

save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and

words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.


1.02 Letters Patent - If any of the provisions contained in this by-law are inconsistent with those in the letters patent, the provisions contained in the letters patent shall prevail.

PART II
BUSINESS OF THE CORPORATION

2.01 Head Office - The head office of the Corporation shall be at the offices of the Regional Municipality of Peel, 10 Peel Centre Dr. in the City of Brampton in the Province of Ontario and at such location within the Regional Municipality of Peel as the Board may determine by resolution.

2.02 Corporate Seal - Until changed by resolution of the Board, the corporate seal of the Corporation shall be in the form pressed hereon.

2.03 Financial Year - Until changed by resolution of the Board, the financial year of the Corporation shall end on the last day of December in each year.

2.04.1 Execution of Documents - subject to all approvals being previously obtained, the following documents, namely:

(i) Purchase and Sale Agreements for land
(ii) Construction Contracts for values in excess of $50,000
(iii) Mortgages or Charges of both real and personal property
(iv) Debentures
(v) By-laws and Directors' Resolutions

and all related documents, may be executed on behalf of the Corporation by any two of the holders of the office of President, Vice-President, General Manager, Secretary and Treasurer and any one of the two signing officers may affix the Corporate Seal to the document at the time it is signed.

2.04.02 Execution of Routine Documents - subject to all normal approval and delegations being previously obtained or made, all other documents may be signed by the holder of the office of General Manager or by any person on the staff of the Corporation to whom the General Manager has delegated signing authority in writing, prior to signature of the document, and the General Manager or the delegate may affix the Corporate Seal to the document at the time of the signature.

2.04.03 Notwithstanding the previous clauses, the Board may direct the manner in which, and the person or persons by whom, any document or class of documents may or shall be signed.

2.05 Banking Arrangements - The banking business of the Corporation shall be transacted with such banks, trust companies or other bodies or organizations as may be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may prescribe or authorize.


PART III
MEMBERS

3.01 Powers and duties - The members of the Corporation are responsible for receiving the reports and statements required by the Act to be laid before the annual meetings, to elect directors, appoint auditors, and for the transaction of such business as may properly be brought before the meeting.

3.02 Qualification for membership - The members of the Corporation shall be as approved by Council.

3.03 Termination of membership - The membership of a member who is a member of Council shall be terminated upon the termination of that person's membership of the Council.

3.04 Vacancies - Where there is a vacancy or vacancies in the membership, the remaining members may exercise all the powers of the membership for the term of office so long as a quorum remains in office.

3.05 Filling Vacancies - Whenever there is not a quorum of members in office, the provisions contained in The Regional Municipality of Peel's procedural by-law to fill vacancies of Council shall also apply to the membership of the Corporation.

3.06 Remuneration - The members shall serve without remuneration, and no member shall directly or indirectly receive any profit or remuneration in any capacity whatsoever from their position as member, provided that the member may be reimbursed reasonable expenses incurred in the performance of the member's duties according to the expense policy of the Corporation.


PART IV
DIRECTORS

4.01 Powers and Duties - The Board of Directors shall supervise the management of the business and affairs of the Corporation. The powers of the Board may be exercised at a meeting at which a quorum of directors is present.

4.02 Qualification for membership - The Board of Directors shall be as appointed by the Council and the Regional Chair.

4.03 Termination of Directorship - Directorship of a member of Council shall cease upon the termination of that person's membership of Council or upon withdrawal with the approval of the Board and the person.

4.04 Vacancies - Where there is a vacancy or vacancies on the Board, the remaining directors may exercise all the powers of the Board for the term of office so long as a quorum remains in office.

4.05 Filling Vacancies - Whenever there is not a quorum of directors in office, the director or directors then in office shall forthwith call a general meeting of the members to fill the vacancies, and, in default or if there are no directors then in office, the meeting may be called by any member.

4.06 Remuneration - The directors shall serve as such without remuneration, and no director shall directly or indirectly receive any profit or remuneration in any capacity whatsoever from their position as director, provided that a director may be reimbursed reasonable expenses incurred in the performance of duties according to the expense policy of the Corporation.


PART V
OFFICERS

5.01 Appointment - The Board shall appoint by resolution a secretary, a general manager and a treasurer, and may appoint an assistant secretary, whom as officers of the Corporation shall not be directors.

5.02 Powers and Duties - All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may be assigned to them by the Board;

5.03 President - The directors shall appoint a President from amongst themselves. The President shall be the chief executive officer of the Corporation and when present shall preside at all meetings of the Board;

5.04 Vice-President - The directors shall appoint a Vice-president from amongst themselves. During the absence or disability of the President, the President's duties shall be performed and the President's powers exercised by the Vice-president;

5.05 Secretary - The Secretary or designate shall attend and be the secretary of all meetings of the Board and meetings of Members, and shall enter or cause to be entered records kept for that purpose minutes of all proceedings thereat; the Secretary shall give or cause to be given, as and when instructed, all notices to the directors, members, auditors and members of the committees of the board; the Secretary shall be custodian of the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation except when some other officer or agent has been appointed for that purpose; and the Secretary shall have such other duties as the Board may prescribe;

5.06 Treasurer - The Treasurer shall keep proper accounting records in compliance with the Act, and, under the direction of the Board, shall control the deposit of money, the safe-keeping of securities and the disbursement of the funds of the Corporation; the Treasurer shall render to the Board whenever required an account of the financial position of the Corporation and all transactions made by the Treasurer of the Corporation; and the Treasurer shall have such other duties as the Board may prescribe;

5.07 General Manager - The General Manager shall have, subject to the authority of the Board, general supervision of the affairs and business of the Corporation and the power to appoint and remove any and all employees and agents of the Corporation not elected or appointed by the Board and to settle the terms of their employment and remuneration; and the General Manager shall have other such duties as the Board may prescribe.

5.08 Assistant Secretary - The Assistant Secretary shall perform all the duties of the Secretary, in the absence or inability or refusal to act of the Secretary.

5.09 Removal - All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board at any time, with or without cause.

5.10 Remuneration - Officers who are directors shall serve as such without remuneration and shall not directly or indirectly receive any profit or remuneration in any capacity whatsoever from their position as officer, provided that the President and Vice-President may be paid reasonable expenses incurred in the performance of their duties according to the expense policy of the Corporation, or of the municipality which the officer represents.


PART VI
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.01 Limitation of Liability - No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any acts of any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error in judgement or oversight on the director's or officer's part, or for any other execution of the duties of the director's or officer's office or in relation or default; provided that nothing herein shall relieve any director or officer of any liability imposed upon the director or officer by the Act.

6.02 Indemnity - Subject to the limitations contained in the Act, every director and every officer of the Corporation and every other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any body corporate controlled by it, and the person's heirs, executors, administrators and other legal personal representatives, shall from time to time be indemnified and saved harmless by the Corporation from and against:

(a) any liability and all costs, charges and expenses that the person sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against the person for or in respect of anything done or permitted by the person in respect of the execution of the duties of the person's office; and

(b) all other costs, charges and expenses that the person sustains or incurs in respect of the affairs of the Corporation;

provided that no director or officer of the Corporation or other person shall be indemnified by it in respect of any liability, costs, charges or expenses that the director or officer or other person sustains or incurs in or about any action, suit or other proceeding as a result of which the director or officer or other person is adjudged to be in breach of any duty or responsibility imposed upon him under the Act, or under any other statute unless, in an action brought against the director or officer or in the capacity as director or officer or other person, same has achieved complete or substantial success as a defendant.

6.03 Insurance - Subject to applicable law, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers and other individuals as the Board may from time to time determine.


PART VII
MEETINGS OF DIRECTORS

7.01 Rules of Procedure - The conduct of meetings of the Board shall be the same as the rules of procedure for the conduct of meetings of Council so far as they are applicable.

7.02 Place of meeting - Meetings of the Board of Directors shall be held at the place where the head office of the Corporation is situated or at any place in the Regional Municipality of Peel so designated by the Board.

7.03 Regular Meetings - Regular meetings of the Board shall be held according to the schedule established by the Board.

7.04 Special Meetings - The president may at any time summon a special meeting of the Board on ten (10) days' notice to the directors. The secretary when directed or authorized in writing by the president shall convene a special meeting of directors.

7.05 Quorum - A majority of the directors with a representative of each of the area municipalities shall form a quorum for the transaction of business. No business shall be transacted at a meeting of directors unless a quorum of the Board is present.

7.06 Chair - The president, if present, or in the president's absence, the vice-president shall be chair of any meeting of the Board. If no such officer is present, the directors shall choose one of their number to be chair for that meeting.

7.07 Voting - At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting shall be entitled to a second or casting vote.

7.08 Show of Hands - Subject to any provisions of the Act, any question at a meeting of the Board shall be decided by a show of hands unless a recorded vote thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a recorded vote therein is so demanded, an entry in the minutes of the Board meeting to the effect that the chair declared a motion to be carried or not carried shall be admissible evidence as prima facie proof of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

7.09 Recorded Vote - On any question proposed for the consideration at a meeting of the Board, and whether or not a show of hands has been taken, any person entitled to vote on the question may demand a recorded vote thereon. A recorded vote so demanded shall be taken in such manner as the Chair shall direct. A demand for a recorded vote may be withdrawn by the demander at any time prior to the taking of the vote. Upon a recorded vote, each member of the Corporation present shall be entitled to one vote.

7.10 Proxies - Votes at meetings of the Board must be given personally and not by proxy.

7.11 Resolution in Lieu of Meeting - Notwithstanding any of the foregoing provisions of this by-law, a unanimous resolution in writing signed by all of the directors entitled to vote on that resolution at a meeting of the directors is as valid as if it had been passed at a meeting of directors.

7.12 In Camera - The chair of a meeting of the Board may close any portion of the meeting to the public and the press providing the majority of the members concur.


PART VIII
MEETINGS OF MEMBERS

8.01 Rules of Procedure - The conduct of meetings of the members of the Corporation shall be the same as the rules of procedure for the conduct of meetings of Council so far as they are applicable.

8.02 Annual Meeting - An annual meeting of the members of the Corporation shall be held not more than fifteen months after the holding of the last preceding annual meeting. The annual meeting of the members shall be held on such day in each year and at such time as the directors may by resolution determine, shall be held at any place in Ontario as the directors determine or, in the absence of such determination, at the place where the head office of the Corporation is situated;

8.03 General Meeting - The directors may at any time call a general meeting of the members for the transaction of any business, the general nature of which is specified in the notice calling the meeting.

8.04 Waiver of Notice - A member and any other person entitled to attend a meeting of the members may in writing waive notice of a meeting of members.

8.05 Notice - A printed, written or typewritten notice stating the day, hour and place of meeting shall be given by serving such notice on each member entitled to vote at such meeting, on each director and on the auditor of the Corporation. Unless all the members entitled to notice of the meeting have waived notice in writing, the notice shall be given by sending it to each member entitled to notice of the meeting by prepaid mail ten days or more before the date of the meeting to the member's last address as shown on the books of the Corporation. Notice of a general meeting at which special business is to be transacted shall state or be accompanied by a statement of (a) the nature of the business in sufficient detail to permit the member to form a reasoned judgement thereon, and (b) the text of any special resolution or by-law to be submitted to the meeting;

8.06 Irregularity of Notice - Any irregularity in the notice of any meeting or the non-receipt of any notice by any member or members, director or directors or the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of the members.

8.07 Quorum - The number of members required to achieve a quorum for the Board with a representative of each area municipality, shall form a quorum for the transaction of business of the members and, notwithstanding any vacancy among the members, a quorum of members may exercise all the powers of members. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting of members or within such reasonable time thereafter as the members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business;

8.08 Presiding Officer - The president or, in the president's absence, a vice-president who is a director, shall preside as chair at a meeting of members, but, if there is no president or such a vice-president or if at a meeting neither of them is present within fifteen minutes after the time appointed for the holding of the meeting, the members present shall choose a person from their number to be the chair.

8.09 Votes - All questions save and except special resolutions proposed for the consideration of the members at a meeting of members shall be determined by a majority of the votes cast and the chair presiding at the meeting has a second or casting vote in case of an equality of votes.

8.10 Show of Hands - Subject to the provisions of the Act, any question at a meeting of the members shall be decided by a show of hands unless a recorded vote thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a recorded vote therein is so demanded an entry in the minutes of the meeting to the effect that the chair declared a motion to be carried or not carried shall be admissible evidence as prima facie proof of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

8.11 Recorded Vote - On any question proposed for consideration at a meeting of the members, and whether or not a show of hands has been taken, any person entitled to vote on the question may demand a recorded vote thereon. A recorded vote so demanded shall be taken in such manner as the chair shall direct. A demand for a recorded vote may be withdrawn by the demander at any time prior to the taking of the recorded vote. Upon a recorded vote, each member of the Corporation present shall be entitled to one vote.

8.12 Proxies - Votes at meetings of the members must be given personally or by proxy in accordance with the Act.

8.13 Action in Writing by the Corporation - In lieu of confirmation or passage respectively at a general meeting of the Corporation duly called, constituted and held for the purpose of considering same, (a) any by-law or resolution passed by the Board may be confirmed or (b) any resolution may be consented to, in accordance with the Act, by the signature of all of the members of the Corporation. Any resolution may be consented to by the signatures of all of the members of the Corporation who would be entitled to vote at a meeting duly called, constituted and held for the purpose of considering such resolution.

8.14 Adjournment - The chair presiding at a meeting of members may, with the consent of the members and subject to such conditions as the members decide, adjourn the meeting.

8.15 In Camera - The chair of a meeting of the members may close any portion of the meeting to the public and the press providing a majority of the members concur.


PART IX
NOTICES

9.01 Change of Address - The secretary may change or cause to be changed the recorded address of any director, officer or member, or the auditor in accordance with any information believed by the secretary to be reliable.

9.02 Service - Any notice or other document required by the Act, the Regulations, the articles or the by-laws to be sent to any member or director or to the auditor shall be delivered personally or sent by prepaid mail or by courier or facsimile to any such member or director at the member's or director's latest address as shown in the records of the Corporation and to the auditor at the auditor's business address; provided always that notice may be waived in writing or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

9.03 Signature to Notices - The signature of any director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

9.04 Computation of Time - Where a given number of days' notice or notice extending over a period is required to be given under any provisions of the articles or by-laws of the Corporation the day of service or posting of the notice or document shall not, unless it is otherwise provided, be counted in such number of days or other period and the date of the meeting or other event shall be included.

9.05 Proof of Service - With respect to every notice or other document sent by post it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a Post Office or into a letter box.


PART X
REPEAL CLAUSE

10.01 Repeal - That by-law number 1-76 is hereby repealed.


PART XI
EFFECTIVE DATE

11.01 Effective Date - This by-law shall come into force when passed by the board.

 

DULY PASSED AND ENACTED at a meeting of the Directors of the Corporation, duly held on the 30th day of May, 1995

M. Prentice

M. Proudlock
_____________________________
____________________________
President
Secretary

 

DULY CONFIRMED by unanimous vote of the Members of the Corporation, duly held on the 2nd day of June, 1995.

M. Prentice

M. Proudlock
_____________________________
____________________________
President
Secretary