PEEL NON-PROFIT HOUSING CORPORATION
BY-LAW NUMBER 1-76
As amended by By-laws Numbered: 2-85
A by-law relating generally to the transaction of the business and affairs of the Peel Non-Profit Housing Corporation.
One - Interpretation
Two - Business of the Corporation
Three - Directors
Four - Committees
Five - Officers
Six - Protection of Directors, Officers and Others
Seven - Meetings
Eight - Notices
Nine - Effective Date
BE IT ENACTED as a by-law of the Corporation as follows:
In the by-laws and special resolution of the Corporation, unless the context otherwise requires: "Act" means The Corporations Act (Ontario 970, Chapter 89) and any act that may be substituted therefor, as from time to time amended; "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, supplemented or restated; "board" means the board of directors of the Corporation; "by-laws" means this By-law and all other by-laws and special by-laws of the Corporation from time to time in force and effect; "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, his address as recorded in the register of the members and, in the case of the members of the Council of the Regional Municipality of Peel, a director, officer or auditor, his address as recorded in the records of the Corporation; "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.
BUSINESS OF THE CORPORATION
2.01 Head Office
Until changed in accordance with the Act, the head office of the Corporation shall be at the offices of the Regional Municipality of Peel, 150 Central Park Drive in the City of Brampton in the Province of Ontario and at such location therein as the board from time to time 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 normal approvals being previously obtained, all deeds, transfers, assignments, contracts, obligations, and notwithstanding the generality of the foregoing, all proposal calls, consultant agreements, site plan agreements, purchase and sale agreements, tripartite agreements, mortgage or charge commitment letters, borrowing, debenture and all other by-laws, directors' resolution, mortgages, charges, mortgage or charge directions for legal fees, chattel mortgages or any documents pursuant to the Personal Property Security Act, subdivision agreement, grants or easement, certificates and other instruments, may be signed on behalf of the Corporation by any two of the holders of the office of President, Vice-President, General Manager, Secretary, Treasurer and Solicitor, 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 or delegations being previously obtained or made, applications for rezoning or applications to Committees of Adjustment, applications for building permits, initial project applications to the Minister of Municipal Affairs and Housing and subsequent applications on Form 1414 and applications pursuant to the National Housing Act for an insured rental loan on CMHC Form 1675, tender awards for appliances and furnishings, undertakings about noise warnings and license agreements for hydro, gas, cable television and other similar utilities, interior design agreements, applications for garbage collection, applications for designations of fire routes, laundry equipment and elevator service agreements, tenant leases, landscaping and snow removal agreements, painting and building repair agreements, 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 his signing authority in writing, prior to signature of the document, and the General Manager or the delegate may affix the Corporation Seal to the document at the time of signature.
2.04.3 Notwithstanding the previous clauses, the Board may from time to time direct the manner in which, and the person or person 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 corporate or organizations as may from time to time 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 from time to time prescribe or authorize.
A majority of the members of the Corporation with a representative of each of the area municipalities being present is necessary to constitute a quorum.
3.02 Action by the Board
The board shall manage or supervise the management of the affairs and business of the Corporation. The powers of the board may be exercised at a meeting at which a quorum of directors is present or by by-law or resolution consented to in accordance with the Act by the signatures of all the directors then in office if constituting a quorum. Where all the directors consent thereto, any director may participate in a meeting of the board by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and a director so participating in the meeting shall be deemed to be present at that meeting. Where there is a vacancy or vacancies on the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office.
3.03 Place of Meetings
Meetings of the board shall be held at the head office of the Corporation or elsewhere in Ontario.
3.04 Ordinary Meetings of the board shall be held on the first and third Tuesday of every month at 1:30 p.m. unless otherwise provided by resolution of the board or unless such a day shall be a public or civic holiday in which case the board shall meet at the same hour the next following day, which is not a public or civic holiday, unless otherwise provided by resolution of the board.
3.05 Special meetings of the board shall be held upon written direction signed by the president and delivered to the secretary stating the date, time and purpose of such meeting.
3.06 The President may at any time summon a special meeting of the Board on forty-eight (48) hours notice to the members and shall summon a special meeting of the board when requested to do so in writing by not less than one third of the members which members shall include at least one (1) member from each of the three (3) area municipalities.
The President, if present, or in his absence, the Vice-President, shall be chairman of any meeting of the Board. If no such officer is present, the directors shall choose one of their number to be chairman.
3.08 Votes to Govern
At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.
4.01 Advisory Committee
The Board may from time to time elect or appoint such committees as it may deem advisable, but the functions of any such committees shall be advisory only.
5.01 From time to time, the Board shall elect from among its members a President and a Vice-President and shall appoint a Secretary, a General Manager, and a Treasurer, which three officers of the Corporation shall not be directors.
5.02 The President
shall be the chief executive officer of the Corporation and when present shall preside at all meetings of the board.
During the absence or disability of the President, his duties shall be performed and his powers exercised by the Vice-President.
The Clerk of the Regional Municipality of Peel shall be invited to recommend a member of his department for the position of Secretary. The Secretary shall attend and be the secretary of all meetings of the board, members, directors and shall enter or cause to be entered records kept for that purpose minutes of all proceedings thereat; he 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; he shall be custodian of the stamp 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 he shall have such other duties as the board may prescribe.
The Treasurer of the Regional Municipality of Peel shall be invited to recommend a member of his department for the position of treasurer. The treasurer shall recommend a member of his department for the position of 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; he shall render to the board whenever required an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall have such other duties as the board may prescribe.
5.06 General Manager
The Chief Administrative Officer of the Regional Municipality of Peel shall be invited to recommend an appointee for the position of 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 he shall have such other duties as the board may prescribe.
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 of judgment or oversight on his part, or for any other execution of the duties of his office or in relation or default; provided that nothing herein shall relieve any director or officer of any liability imposed upon him by the Act.
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 his 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 he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him for or in respect of anything done or permitted by him in respect of the execution of the duties of his office; and
b) all other costs, charges and expenses that he sustains or incurs in respect of the affairs of the Corporation; provided that no director or officer of the Corporation shall be indemnified by it in respect of any liability, costs, charges or expenses that he sustains or incurs in or about any action, suit or other proceeding as a result of which he is adjudged to be in breach of any duty or responsibility imposed upon him under The Business Corporations Act, or under any other statute unless, in an action brought against him in his capacity as director or officer, he has achieved complete or substantial success as a defendant.
The Corporation may purchase and maintain such insurance for the benefit of its directors and officers as the board may from time to time determine.
7.01 Annual Meetings
The annual meeting of the members of the Corporation shall be held at such time and on such day in each year as the board or the president may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be laid before the annual meeting, electing directors, appointing auditors, and for the transaction of such other business as may properly be brought before the meeting.
7.02 Notices of Special Meetings
The secretary shall give to all directors, written notice of each special meeting of the board; and shall give to all members of the Corporation, written notice of each special meeting of the members of the Corporation. Such notice shall be given to each director or to each member by delivering it to him personally, or by leaving it at his residence or place of business or by sending it to him by ordinary mail addressed to his residence or place of business. If the notice is given by being delivered personally or by being left at the director's or member's residence or place of business, it shall be delivered at least forty-eight (48) hours before the hour set for such meeting. If the notice is mailed, the time required shall be sixty (60) hours and Saturdays and Sundays and public holidays shall not be counted as part of the sixty (60) hours. The notice shall state the business to be considered at such special meeting and no business other than that stated in the notice shall be considered at such meeting. Provided that no notice of the meeting shall be necessary, in the case of a meeting of the board, if all the directors in office are present, and in the case of a meeting of the members, if all members are present, or if those absent waive notice or otherwise consent to such meeting being held.
7.03 The rules of the procedure for the conduct of meetings of the members of the Corporation or of the board shall be the same as the rules of procedure for the conduct of meetings of the Council of the Regional Municipality of Peel so far as they are applicable.
7.04 The chairman of a meeting of the members of the Corporation or of the board may at his discretion either ask the members of the media present t withhold reporting items of personnel or property negotiations or may in other extreme situations only close any portions of the meeting to the public and the press providing the majority of the members concur.
7.05 Right to Vote
At any meeting of the members of the Corporation or of the board every member of the Corporation shall be entitled to vote.
7.06 Votes to Govern at any Meeting of the Corporation
Every question shall, unless otherwise required by the articles or by-laws or by-law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to a second or casting vote. Where the Act required that a by-law or resolution of the board be confirmed by at least two-thirds of the votes cast at a general or special meeting of the Corporation, the question shall be determined by two-thirds of the votes of the members of the Corporation.
7.07 Show of Hands
Subject to the provisions of the Act, any question at a meeting of the members of the Corporation or of the board shall be decided by a show of hands unless a poll 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 poll therein is so required or demanded, a declaration by the chairman of the meeting that the vote on the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question.
7.08 On any question proposed for consideration at a meeting of the members of the Corporation or of the board, and whether or not a show of hands has been taken, the chairman may require, or any person entitled to vote on the question may demand, a poll thereon. A poll so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each member of the Corporation present shall be entitled to one vote.
7.09 The chairman of a meeting of the members of the Corporation or of the board may, with the consent of the meeting and subject to such conditions as the meeting decide, adjourn the meeting from time to time.
7.10 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.
8.01 Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the articles, the by-laws or otherwise to the Corporation, the directors, the officers or the auditors shall be sufficiently given if it is delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid air or ordinary mail or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or at the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or representative for dispatch. The secretary may change or cause to be changed the recorded address of any director, any officer or the auditor in accordance with any information believed by him to be reliable.
8.02 Computation of time in computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
8.03 The accidental omission to give any notice to any member of the Corporation director, officer, auditor or the committee of the board, the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
9.01 Effective Date
This by-law shall come into force when passed by the Board.
PASSED by the Board this 12th day of December, 1976.
Regional Clerk Chairman