PEEL HOUSING CORPORATION
BY-LAW NUMBER 1
A by-law relating generally to the conduct of the business and affairs of Peel Housing Corporation
(herein called the "Corporation")
1. Interpretation 9. Meetings of Shareholders 2. Registered Office Seal 10. Shares and Transfers 3. Directors 11. Dividends 4. Meetings and Directors 12. Execution of Documents 5. Remuneration of Directors 13. Notices 6. Officers and Personnel 14. Banking and Fiscal 7. Standard of Care and Liability of Directors and Officers 15. Repeal and Amendment 8. Indemnification of Directors and Officers 16. Effective Date
BE IT ENACTED as a by-law of the Corporation as follows:
1.01 In this by-law, unless the context otherwise requires:
(1) "Act" means the Business Corporations Act of the Province of Ontario together with the regulations made pursuant thereto and any statute or regulations that may be substituted therefor, as amended from time to time;
(2) "Articles" means the articles of incorporation of the Corporation as amended or restated from time to time;
(3) "Board" means the board of directors of the Corporation;
(4) "By-law" means this by-law;
(5) "Corporation" means this Corporation;
(6) "Council" means the elected Council of the Region;
(7) "Director" means a director of the Corporation;
(8) "notice" means written or electronic notice;
(9) "person" means an individual, a corporation, the Crown, a municipality, an agency, a board, a commission or any other entity;
(10) "recorded address" means, in the case of a Shareholder, his address as recorded in the Shareholders' register; and, in the case of a Director, officer, auditor or member of a committee of the Board, his latest address recorded in the records of the Corporation; and
(11) "Region" means The Regional Municipality of Peel.
1.02 In this by-law where the context requires, words importing the singular include the plural and vice versa and words importing gender include the masculine, feminine and neuter genders.
1.03 Save as aforesaid, all the words and terms appearing in this by-law shall have the same definitions and application as in the Act.
1.04 In the event of a conflict between the provisions of this by-law and any other by-law of the Corporation, except a by-law amending or repealing all or any part of this by-law, the provisions of this by-law shall prevail.
2. REGISTERED OFFICE AND SEAL
2.01 The registered office of the Corporation shall be as specified by the Board.
2.02 The Corporation may have a corporate seal which shall be adopted and may be changed by resolution of the Board.
3.01 The Board shall consist of no fewer than two (2) and no more than twenty-five (25) Directors all of whom are members of Council as determined by the Region.
3.02 Appointment/Election and Term
(a) A Director shall be appointed/elected for a term coincident with his elected term to Council; and
(b) Despite clause 3.02(a), a Director shall remain in office until a successor is appointed unless the Director's Office has been vacated pursuant to Section 3.06.
3.03 Re-Appointment - A Director may be re-appointed to the Board at the expiration of his term of office.
3.04 Resignation - A Director may resign from office upon giving a written resignation to the Corporation and such resignation becomes effective when received by the Corporation or at the time specified in the resignation, whichever is later.
3.05 Removal - The Shareholders may, by ordinary resolution passed at a meeting of Shareholders, remove any Director or Directors from office before the expiration of his or their respective terms and may, by a majority of the votes cast at the meeting, elect any person in his place for the remainder of his term, provided that such person shall be a member of Council.
3.06 Vacating of Office - A Director ceases to hold office when he dies, resigns, is removed from office by the Shareholders, or becomes disqualified to serve as a Director.
3.07 Vacancies - Where a vacancy occurs on the Board, the Shareholder(s) may appoint a new Director to fill the vacancy.
4. MEETINGS OF DIRECTORS
4.01 Meetings by Telephone - Where all the Directors present at or participating in the meeting have consented, any Director may participate in a meeting of the Board or of a committee of the Board by means of conference telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and a Director participating in such a meeting by such means is deemed to be present at the meeting.
4.02 Calling of Meetings - Meetings of the Board shall be held from time to time at such place, at such time and on such day as the President or any two other Directors may determine, and the secretary shall call meetings when directed or authorized by that person(s). Notice of every meeting so called shall be given to each Director not less than 48 hours (excluding any part of a Sunday and of a holiday as defined by the Interpretation Act (Ontario)) before the time when the meeting is to be held, except that no notice of meeting shall be necessary if all the Directors are present or if those absent have waived notice of or otherwise signified their consent to the holding of such meeting.
4.03 Regular Meeting - The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meetings except where the Act requires the purpose or the business to be transacted to be specified.
4.04 First Meeting of New Board: Each newly elected Board may without notice hold its first meeting provided that a quorum of Directors is present.
4.05 Quorum - A majority of the Directors constitutes a quorum at any meeting of Directors.
4.06 Chair - the chair of any meeting of the Board shall be
(i) the President;
(ii) if the President is not available, the Vice-President; and
(iii) if both the President and Vice-President are not available, another Director who is present at the meeting and selected by the Directors who are present.
4.07 Votes to Govern - At all meetings of the Board, each Director shall have one vote and every question shall be decided by a majority of votes cast on the question.
4.08 Casting Vote - In the case of an equality of votes on any question at a meeting of the Board, the chair of the meeting shall be entitled to be a second or casting vote.
4.09 Resolution in Lieu of Meeting - A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the Directors or committee of Directors.
4.10 Delegation - Directors may appoint from their number a committee of Directors and delegate to such committee any of the powers of the Directors. Unless otherwise determined by the Board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.
4.11 Conflict of Interest - Disclosure of Interest in Contracts - Every Director or officer of the Corporation who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, or is a Director or officer of or has a material interest in any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose in writing to the Corporation or request to have entered in the minutes of the meeting of Directors the nature and extent of his interest at the time and in the manner required by the Act. Any such contract or proposed contract shall be referred to the Board or Shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the Board or the Shareholders, and a director interested in a contract so referred to the Board shall not vote on any resolution to approve the same except as provided by the Act.
4.12 Rules of Procedure for Board Meetings - To the extent permitted by law and in accordance with this By-law, the rules of procedure for the conduct of meetings of the Board shall be the same as the rules of procedure for the conduct of meetings of Council, or such other rules of procedure that the Board may adopt from time to time.
5. REMUNERATION OF DIRECTORS
5.01 Remuneration - The Directors of the Corporation, including those who are also officers shall serve as Directors and if applicable, officers without remuneration, and no Director shall directly or indirectly receive any profit or remuneration from his position or in any other capacity, except for:
(a) remuneration from the Region or another municipality paid pursuant to section 244 of the Municipal Act as amended from time to time, including any successor legislation; and
(b) reimbursement for reasonable expenses incurred in the performance of duties as Directors of the Corporation.
6. OFFICERS AND PERSONNEL
6.01 Appointment - The Board shall from time to time appoint a President, Vice-President, Treasurer, Deputy-Treasurer, General Manager, Secretary and Deputy Secretary and such other officers as the Board may determine. The Board may specify the duties of, and in accordance with this by-law, delegate to such officers powers to manage the business and affairs of the Corporation.
6.02 Terms and Remuneration - The terms of employment and remuneration of all officers elected or appointed by the Board, other than those who are Directors, and the remuneration of employees, shall be determined by resolution of the Board. The Board shall also have the power to authorize the reimbursement of any Director or officer of the Corporation for reasonable expenses incurred in the performance of duties.
6.03 President - The President shall, when present, preside at all meetings of the Board. The President with the Secretary shall sign all by-laws of the Corporation.
6.04 Vice-President - During the absence or disability of the President, his duties shall be performed and his powers exercised by the Vice-President.
6.05 General Manager - The Board shall appoint a General Manager who shall be responsible for the general supervision of the day-to-day business and affairs of the Corporation, shall have such other powers and duties as may from time to time determined by the Board.
6.06 Secretary - The Board shall from time to time appoint a Secretary. The Secretary shall:
(i) attend all meetings of the Directors, Shareholders and committees of the Board and shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings at such meetings;
(ii) give or cause to be given, when instructed, notices required to be given to Shareholders, Directors, auditor and members of committees;
(iii) be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and
(iv) perform such other duties as may from time to time be prescribed by the Board.
6.07 Deputy Secretary - During the absence or disability of the Secretary, his duties shall be performed and his powers exercised by the Deputy Secretary.
6.08 Treasurer - The Board shall from time to time appoint a Treasurer. The Treasurer shall:
(i) keep, or cause to be kept, proper accounting records as required by the Act;
(ii) deposit, or cause to be deposited, all monies received by the Corporation in the Corporation's bank account;
(iii) under the direction of the Board, supervise the safekeeping of securities and the disbursement of the funds of the Corporation;
(iv) render to the Board, whenever required, an account of all his transactions as Treasurer and of the financial position of the Corporation; and
(v) perform such other duties as may from time to time be prescribed by the Board.
6.09 Deputy-Treasurer - During the absence or disability of the Treasurer, his duties shall be performed and his powers exercised by the Deputy-Treasurer.
6.10 Other Officers - The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them.
6.11 Assistants to Officers: Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.
6.12 Engaging of Employees - The Board may engage, or arrange for the services of employees, agents and other personnel as may be required to perform such duties and exercise such powers as may be assigned to them by the Board.
6.13 Conflict of Interest - An officer shall disclose his interest in any material contract or transaction or proposed material contract or transaction with the Corporation in accordance with Section 4.10 herein.
7. STANDARD OF CARE AND LIABILITY OF DIRECTORS AND OFFICER
7.01 Standard of Care - Every Director and officer of the Corporation, in exercising his powers and discharging his duties, shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
7.02 Limitation of Liability - Subject to paragraph 7.01, no Director or officer shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee, or for any loss, damage or expense to the Corporation through the letting or subletting of land or premises owned or managed by the Corporation or through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency in the maintenance, repair or renovation of any building comprising the projects under the control of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person, firm or corporation with whom or which any monies, securities or effects of the Corporation shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation, or for any loss occasioned by any error of judgment or oversight on his part in the operation, management or administration of the housing projects under the control of the Corporation, or for any other loss, damage or misfortune whatever, which shall occur in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own dishonesty, wilful neglect or wilful default; provided that nothing herein shall relieve any Director or officer from the duty to act in accordance with the Act or from liability for any breach of the Act.
8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
8.01 Indemnification - The Corporation shall indemnify a Director or Officer of the Corporation, a former Director or Officer of the Corporation, or a person who acts or acted at the Corporation's request as a Director or Officer of a body corporate of which the Corporation is or was a Shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if:
(a) he acted honestly and in good faith with a view to the best interests of the Corporation; and
(b) In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
8.02 Insurance - The Corporation may purchase and maintain such insurance for the benefit of its Directors and Officers.
9. MEETINGS OF SHAREHOLDERS
9.01 Annual Meetings - The annual meeting of Shareholders 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 purposes of receiving the reports and statements required by the Act to be laid before the annual meeting, electing Directors, appointing auditors and fixing or authorizing the Board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.
9.02 Special Meetings - The Board or the President may at any time call a special meeting of Shareholders for the transaction of any business which may properly be brought before such meeting of Shareholders.
9.03 Place of Meeting - Meetings of Shareholders shall be held at the registered office of the Corporation, or at such other place as the Board from time to time determines.
9.04 Notice of Meetings - Notice of the time and place of each meeting of Shareholders shall be sent not less than ten (10) days before the date of the meeting to the auditor of the Corporation, to each Director, and to each person whose name appears on the records of the Corporation at the close of business on the day next preceding the giving of the notice as a Shareholder entitled to vote at the meeting. Notice of a special meeting of Shareholders shall state:
(a) the nature of the business to be transacted at the meeting in sufficient detail to permit the Shareholders to form a reasoned judgment on the business; and
(b) the text of any special resolution or by-law to be submitted to the meeting.
A Shareholder and any other person entitled to attend a meeting of Shareholders may in any manner and at any time waive notice of or otherwise consent to a meeting of Shareholders.
9.05 Persons Entitled To Be Present - The only persons entitled to attend a meeting of Shareholders shall be those entitled to vote at the meeting, the Directors and the auditor of the Corporation and others who although not entitled to vote are entitled or required under any provision of the Act or by-laws of the Corporation to be present at the meeting. Any other persons may be admitted only on the invitation of the chair of the meeting or with the consent of the Shareholders.
9.06 Quorum - The holders of a majority of the shares entitled to vote at a meeting of Shareholders present in person constitute a quorum for the transaction of business at any meeting of Shareholders.
9.07 One-Shareholder Meeting - If the Corporation has only one Shareholder, the Shareholder present through a person duly authorized to represent the Shareholder constitutes a meeting.
9.08 Right to Vote - At any meeting of Shareholders, unless the Articles otherwise provide, each share of the Corporation entitles the holder to one vote.
9.09 Votes to Govern - All questions proposed for the consideration of the Shareholders at a meeting shall be decided by a majority of the votes. In case of equality of votes, the chair of the meeting shall be entitled to a second or casting vote.
9.10 Show of Hands - At all meetings of Shareholders every question shall be decided by a show of hands. Upon a show of hands, every person present and entitled to vote has one vote regardless of the number of shares he represents. Whenever a vote by show of hands shall have been taken upon a question, a declaration by the chair that the vote upon the question has been 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.
9.11 Adjournment - The chair of a meeting of Shareholders may, with the consent of the Shareholders and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.
9.12 Resolution in Lieu of Meeting - Except where a written statement with respect to the subject matter of the resolution is submitted by a Director or the auditor in accordance with the Act,
(i) a resolution in writing signed by all the Shareholders entitled to vote on that resolution at a meeting of Shareholders is as valid as if it had been passed at a meeting of the Shareholders; and
(ii) a resolution in writing dealing with any matter required by the Act to be dealt with at a meeting of Shareholders, and signed by all the Shareholders entitled to vote at that meeting, satisfies all the requirements of the Act relating to that meeting of Shareholders.
9.13 Chair - The Chair of any meeting of the Shareholders shall be:
(i) the President;
(ii) if the President is not available, the Vice-President; or
(iii) if both the President and Vice-President are not available, another Director who is present at the meeting and selected by the Directors who are present.
9.14 Rules of Procedure - The rules of procedure for the conduct of meetings of Shareholders shall be the same as the rules of procedure for the conduct of meetings of the Council, or such other rules of procedure that the Shareholders may adopt.
10. SHARES AND TRANSFERS
10.01 Share Issuance - The Corporation is deemed upon incorporation to have issued one hundred (100) shares in the capital stock of the Corporation to the Region for nominal consideration.
10.02 Restriction on Share Issuance -The Corporation shall not issue shares in the capital of the Corporation in addition to those shares issued prior to the effective date of this By-law unless such shares are issued to the Region.
10.03 Restriction on Securities - Any invitation to subscribe for securities of the Corporation is prohibited.
10.04 Share Certificates - Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate, or to a non-transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or a series of shares held by him as shown in the records of the Corporation. Share certificates and acknowledgments of a Shareholder's right to a share certificate shall be in such form as the Board shall from time to time approve. Any share certificate shall be signed in accordance with Section 12.01 herein and need not be under the corporate seal.
10.05 Replacement of Share Certificates - The Directors may by resolution prescribe, either generally or in a particular case, the conditions upon which a new share certificate may be issued to replace a share certificate which has been defaced, lost, stolen or destroyed.
11.01 The Directors of the Corporation shall not declare, and the Corporation shall not pay, any dividend on any issued share of the Corporation.
11.02 No part of the income of the Corporation shall be payable to or otherwise available for the personal benefit of any Shareholder of the Corporation.
12. EXECUTION OF DOCUMENTS
12.01 Signing Officers - Deeds, transfers, assignments, contracts and obligations of the Corporation may be signed by the General Manager or Treasurer or any other person designated by the Directors. Notwithstanding this, the Board may at any time and from time to time direct the manner in which and the person or persons by whom any particular deed, transfer, contracts or obligation or any class of deeds, transfers, contracts or obligations may be signed.
12.02 Seal - Any person authorized to sign any document may affix the corporate seal.
13.01 Giving Notice - The giving (including the sending, delivering or serving) of any notice (including any communication or other document) pursuant to the Act, the Articles or by-laws shall be sufficiently given if delivered personally, by facsimile, by electronic mail, or by prepaid regular mail to the intended recipient or to the intended recipient's recorded address, or if mailed by prepaid post.
13.02 Deemed Notice - A notice is deemed to have been given:
(i) at the time delivered in the case of personal delivery;
(ii) if delivered by facsimile or electronic mail, at the time of such facsimile or electronic mail if sent on or prior to 3 p.m. on the date sent; and otherwise, on the next day which is not a Saturday, Sunday or a statutory holiday in the Province of Ontario; or
(iii) five (5) days after the mailing if sent by prepaid regular mail, in the absence of a postal disruption.
13.03 Omissions and Errors - The accidental omission to give any notice, or the non-receipt of any notice, or any error in any notice not affecting its substance, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on the notice.
13.04 Waiver of Notice - Any person entitled to a notice may at any time in writing waive same or abridge the time for its delivery, and any such waiver, whether given before or after the conduct of the business to which the notice relates shall cure any default in the giving or timeliness of such notice.
14. BANKING AND FISCAL
14.01 Banking - The banking business of the Corporation shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board under such agreements, instructions, and delegation of powers, subject to paragraph 12.01 as the Board may from time to time authorize.
14.02 Signing of Cheques - All cheques and other negotiable instruments for the payment of money shall be signed in such manner and by such officers or persons as the Board may from time to time designate.
14.03 Financial Year - The financial year of the Corporation shall terminate on the 31st day of December in each year.
15. REPEAL AND AMENDMENT
15.01 The Board may repeal or amend all or any part of this by-law.
16. EFFECTIVE DATE
16.01 Effective Date - This by-law shall come into force on this 23rd day of January, 2003.
ENACTED by the sole Shareholder of the Corporation on the 23rd day January, 2003.
CONFIRMED by the Shareholder(s) on the 23rd day of January, 2003.