By-Laws - Board of Directors

9.1. Composition

The affairs of the Association shall be managed by a Board which consists of sixteen (16) elected directors and one (1) ex-officio director. The Past President shall be an ex-officio director of the Association.

9.2 Term of Office

Elected directors shall be elected in the manner set out in Section 16, each of whom, subject to the provisions of the Letters Patent, shall hold office until the second Annual Meeting after election to office until his successor had been elected and qualified.

9.3 Vacancies

Any vacancy occurring on the Board except for the directorship position held in ex-officio capacity by the Past President, may, as long as there is a quorum of directors in office, be filled for the remainder of the term by the directors then in office.

9.4. Termination

9.4.1 Removal for Cause

Eligible voting members of the association may, by a resolution passed by at least two-thirds (2/3) of the votes cast at a General Meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of the term.

9.4.2. Absenteeism

The absence of a director from three (3) consecutive regular Board meetings shall be deemed to be a resignation of the said director from the Board.

9.4.3. Resignation

A director of the Board may resign his directorship by submitting a letter of resignation to the President of the Association.

9.5 Eligibility

A Director shall be eighteen (18) or more years of age, shall not be an undischarged bankrupt and shall be a voting member of the Association either at the time of his election or appointment, or within ten (10) days thereafter; and shall remain a voting member of the Association throughout his term of office.

Persons employed by the Association and any spouse, parent, sibling or child of an employee of the Association and any former employee of the Association (for a period of one (1) year after termination of employment) shall not be eligible for election or appointment to the Board.

9.6 Board Responsibilities

The Board shall be responsible to the membership for the management and conduct of all affairs of the Association.

9.7 Board Meetings

9.7.1 Regular Board Meetings

Except as otherwise required by law, the Board may hold meetings at such place or places as the President or, in his absence, the Vice-President, may from time to time determine.

The Board shall meet at least six (6) times per year.

9.7.2 Special Board Meetings

Special Board meetings shall be called by the President or the Vice-President in the absence of the President or on petition to the Secretary by any three (3) directors. Business transacted at a special board meeting shall be limited to that specified in the notice calling the meeting.

9.7.3 Notice of Board Meetings

Notice shall be communicated to all directors at least one (1) week in advance of the meeting, unless all directors agree to the calling of a meeting on shorter notice or the Board meeting is held on a regular day or date each month or immediately following a meeting of the members of the Association. Notice may include a tentative agenda in the case of a regular meeting and shall specify the business to be conducted in the case of a special meeting.

9.7.4 Error in Notice

No error or omission in giving notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken thereat.

9.7.5 Adjournment of Board Meetings

Any Board meeting may be adjourned at any time and from time to time and such business may be transacted at such adjourned meetings as might have been transacted at the original meetings from which such adjournment took place. No notice shall be required of any such adjournment.

Such adjournment may be made notwithstanding that no quorum is present.

9.7.6 Quorum

A quorum shall be as specified in the Letters Patent. No business shall be transacted in the absence of a quorum except to take measures to obtain a quorum, to fix the time to which to adjourn or to take a recess.

9.7.7. Voting Rights

Each director, including the Chairperson, present at the meeting shall be entitled to one (1) vote. In the case of an equality of votes, the Chairperson, in addition to his original vote, shall have a second or casting vote. There shall be no proxy voting.

9.7.8 Voting Procedures

A majority of votes of the directors present shall decide every question. Every question shall be decided in the first instance by a show of hands and, unless a poll (a secret ballot) is demanded, a declaration by the Chairperson that the motion has been carried or not carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes accorded in favour or against such motion.

9.8 Remuneration

Directors shall serve without remuneration and no director shall indirectly or directly receive any remuneration, salary or profit from the position of director or for any service rendered to the Association, provided that directors may be reimbursed for reasonable expenses incurred in the performance of their duties.

9.9 Conflict of Interest

The activities of the Board of Directors are governed by conflict of interest policy and procedures. All members of the Board of Directors shall confirm in writing that they have received and read a copy of the conflict of interest policy and procedures, as amended from time to time. Non-compliance with this by-law or the conflict of interest policy and procedure shall constitute cause for the provisions of Section 9.4.1. of the said by-laws.

a) The Ministry of Municipal Affairs and Housing has stated that its Directive dated February 19, 1997, and
numbered 97-04 be implemented by way of this by-law;

b) The said Directive is set out in schedule 1 and attached to this by-law.

9.9.1 Definitions

The following are definitions of words and phrases used in Section 9.9 of Conflict of Interest:

a) "Association" means Community Living Upper Ottawa Valley (or such other names as the Association may legally adopt);

b) "director" means a member of the Board of Directors:

c) "officer" includes the president, chair, vice-president, secretary, treasurer, manager or anyone else designed an officer in the by-laws;

d) "family member" includes a parent, spouse or partner, household member, child, sibling, uncle, aunt, niece or nephew, mother-in-law, or sister-in-law or brother-in-law;

e) "household member" any person who lives in the same household with another person, whether they are related or not. This may not include tenants in the household;

f) "housing project/Association" a housing project which a housing provider/Association has developed, or will develop, under any housing program funded in whole or part by the Ministry of Municipal Affairs and Housing;

g) "housing provider/Association" a housing provider/Association is a charitable non-profit corporation that provides developmental services and housing;

h) "party" a person, agent or a business entity that has entered into a verbal or written relationship with the housing provider/Association. A party includes:

i) a director or officer of the housing provider/Association, or their appointees;

ii) an employee of the housing provider/Association;

iii) a development consultant/resource group of the housing provider/Association;

iv) a property manager/management/operational services of the housing provider/Association;

v) an architect of the housing provider/Association;

vi) any professional (for example a lawyer, accountant or auditor) of the housing provider/Association; and

vii) anyone else who has a contract or agreement with the housing provider/Association (for example includes one who provides goods and services to the housing provider/Association.

9.9.2 Avoiding Conflicts of Interest

a) The Board must closely monitor its relationship, contracts, arrangements and agreements and not engage in any that may result in a conflict of interest.

b) As well as actual conflicts of interest, there must be no perceived conflicts of interest which are not resolved to the satisfaction of the Ministry of Municipal Affairs and Housing.

A perceived conflict could be said to exist when a reasonable person having thought the situation through, would think it was possible that a person might be adversely influenced in the performance of his/her duties for the housing provider/Association by his or her other interests.

These responsibilities extend to all directors, officers, their appointees and staff. The Board will ensure that parties acting on its behalf or providing goods and services to the corporation are not involved in conflict of interest situations.

c) The Board will promote, fair, open and objective business practices in all its purchasing, contracting and hiring in accordance with the Ministry's Requirements as set out on pages 11 and 12 of Conflict of Interest Directive (February 1997) or any subsequent Directives.

d) Contracts of agreements costing over $14,999 or $20 per unit in a project/portfolio, whichever is lesser, in any fiscal year must contain a clause allowing the Corporation to terminate the contract or agreement without penalty for failure to complete with the Ministry's Conflict of Interest Directive (February, 1997). If the project/portfolio has less than 100 units, the minimum amount should be set at $2,000.00.

9.9.3 Payment of Directors

a) Directors and officers must serve without profit or remuneration of any kind whether direct or indirect except for reasonable expenses incurred in the performance of their duties for the corporation as provided in their Letters Patent.

b) If the Housing provider/Association has given the Ministry an executed Solicitor's Certificate # 1 and/or entered into the Portfolio Operating Agreement, a declaration is not required in the following circumstances: -

i) where a director lives in the non-profit and is employed by the corporation on a part time basis to perform routine tasks such as administrative, maintenance, or operational tasks with respect to the accommodation. The definition of part-time work may be further restricted in the by-law, as for example, regarding the time worked, amount allowed to be paid etc, or

ii) where a director is employed by the corporation in a non-managerial or non-supervisory position provided that where the Board of Directors consists of not more than five directors, there shall not be more than one director who is so employed at any one time. If there are more than five directors, the total number of directors so employed may not exceed one-fifth or the board.

c) Other than in the circumstances set out in 9.9.2 b above, directors must resign from the board before the board issues a tender call, deliberates or votes on a contract or an employment position for which a director intends to compete.

d) Other than where the director is employed in circumstances set out in 9.9.2 b above, no former director or officer may apply for employment with the corporation or seek to enter into contract to supply services to the corporation, either directly or indirectly, for a period set by the Board of Directors in its by-laws, following the resignation or removal of the director or officer from the corporation.

9.9.4 Declarations

All new directors, officers, their appointees and employees must submit a conflict of interest declaration to the board before the corporation enters into a relationship with them.

They must also submit a declaration any time in the future when they believe that a conflict of interest may exist. Every year thereafter, the board must provide a copy of the Directive 97-04 or a summary to each of these individuals.

Note: Existing directors, officers, their appointees and employees must also submit a declaration if they have not so before.

Every party with which the housing provider/Association intends to enter into a relationship, arrangement, contract or agreement costing of $14,999 or $20 per unit in a project/portfolio, whichever is lesser, in any fiscal year. If the project/portfolio has less than 100 units, the minimum amount should be set at $2,000.

9.9.5 Board Procedures

When a potential conflict of interest is raised before or during a board meeting, then:-

a) The board must decide if there is an actual or perceived conflict of interest; the parties to the conflict must not participate in the decision making process;

b) If a conflict of interest is determined to exist, the involved party(ies) must not participate in any decision making regarding the resolution of the conflict of interest and must leave the meeting while the item is under discussion.

c) If the conflict of interest is avoided (the contract, agreement, relationship or arrangement is not entered into) the minutes must show this.

d) If the board believes it can resolve the adverse consequences of the conflict of interest (a decision is made to go ahead with the contract, agreement, relationship or arrangement), the minutes must show the options considered and resolution.

9.9.6 Board Reporting to the Ministry

When the board decides to enter into or continue a relationship, arrangement, agreement or contract where it believes it can resolve the adverse consequences of a conflict of interest, it must report this resolution to the Ministry of Municipal Affairs and Housing if it involves any of the parties listed on page 14 of the Directive 97-04 attached.

The board's report to the Ministry must include:

a) a full description of the relationship or arrangement, a copy of the contract or agreement and details of the actual or perceived conflict, including declarations;

b) the board's assessment of the conflict and the options it considered to resolve the conflict; and

c) signed minutes of the board meeting(s) where the conflict and resolution were discussed including formal adoption of the recommended solution.

The Ministry may request additional information, where necessary, and will review the board's report.

Should the Ministry determine that it disagrees with the board's solution to resolve the conflict, the board will implement the Ministry decision.

While some conflicts which the Ministry deemed prohibited, failing to report a conflict as required or failing to implement the Ministry's decision may subject the housing provider/Association to the Ministry's remedies.

9.9.7 Example of Procedure

If the conflict is disclosed or exists, any party to the conflict must fill out a declaration. The declaration should be tabled at the next board meeting and options as to avoiding or resolving the conflict should be discusses.

Below is an example of a conflict of interest situation that may happen:

A family member (daughter, spouse, etc.) of a board member wishes to apply for the position of property manager with the housing provider/Association. The holder of this position reports to the board of directors through the Executive Director.

The following steps must be taken: -

a) The board member must fill out a declaration form to be tabled at the next board meeting.

b) The board must determine if there is an actual or perceived conflict of interest. If yes, the board must determine if it is a prohibited conflict under the Ministry's conflict of interest policy/Ministry Requirements. The board should discuss options to avoid or resolve the conflict.

In the example above, this is a prohibited conflict so the options are limited: -

i) The board member must resign so there is no longer a conflict; or

ii) The family member must not apply for the position so a conflict is not created.

c) The board must record in the minutes all discussions and decisions made and, if required, forward a copy of the minutes and declarations to the regional office, attention of the Regional Manager, and file all relevant documentation in the housing provider's/Association's conflict of interest file.

9.10 Indemnification of Directors

Every director of the Association and his heirs, executors, administrators and estate and effects respectively, shall from time to time be indemnified and saved harmless by the Association from and against:

a) all costs, charges and expenses whatsoever that he sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution or the duties of his office; and

b) all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

Provided that no director of the Association 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 Corporations Act, or under any other statute unless, in an action brought against him in his capacity as a director, he had achieved complete or substantial success as a defendant.

The Association shall purchase and maintain third party liability insurance for the benefit of its directors in respect to claims against directors in their capacity as directors.

9.11 Confidentiality

Every director, officer and employee of the Association shall respect the confidentiality of matters brought before the Board, keeping in mind that unauthorized statements could adversely affect the interests of the Association; and, the Board shall give authority to one or more directors, officers, or employees of the Association to make statements to the news media or public about matters brought before the Board.