June 24, 1998
COMMUNITY AND NEIGHBOURHOOD SERVICES COMMITTEE:
The Board of Directors of The City of Toronto Non-Profit Housing Corporation on June 22, 1998, had before it a report
(June 9, 1998) from the City Solicitor advising that advising that By-law No. 9 governs, among other things, the calling,
place and proceedings of Board meetings and the structure of the Board Committees; that to avoid any inconsistencies in
procedural matters in preparing for and conducting the simultaneous meetings of the Boards of Directors of MTHCL and
Cityhome, it is desirable that their respective by-law provisions relating to procedure for meetings of each Board and its
Committees be harmonized; submitting a draft amending by-law which addresses these issues, headed "By-law No. 19";
and recommending that:
(1)the draft amending by-law attached to this report be enacted as a by-law of Cityhome;
(2)the amending by-law enacted pursuant to Recommendation No. (1) be forwarded to the Clerk of the City of Toronto
for confirmation by City Council; and
(3)the appropriate members of Cityhome staff be authorized to take the necessary action to give effect to
Recommendation No. (2).
The Board of Directors adopted, without amendment, the aforementioned report.
Corporate Secretary
Sent to:Community and Neighbourhood Services Committee
General Manager, Cityhome
City Solicitor, Attention: Mr. D. Brown
(Report dated June 9, 1998,
addressed to the Board of Directors,
City of Toronto Non-Profit Housing Corporation
from the City Solicitor.)
Purpose:
To authorize the amendment of By-law No. 9:
(a)to harmonize Cityhome's procedures respecting Directors' meetings with those of The Metropolitan Toronto Housing
Company Limited ("MTHCL"); and
(b)to reconstitute Cityhome's Audit Committee as the Finance/Audit Committee with powers and procedures
corresponding to those of MTHCL's Finance/Audit Committee,
and to make several housekeeping changes.
Recommendation:
It is recommended that:
(1)the draft amending by-law attached to this report be enacted as a by-law of Cityhome;
(2)the amending by-law enacted pursuant to Recommendation No. (1) be forwarded to the Clerk of the City of Toronto
for confirmation by City Council; and
(3)the appropriate members of Cityhome staff be authorized to take the necessary action to give effect to
Recommendation No. (2).
Background:
By-law No. 9 (as amended by By-laws Nos. 10, 11, 12, 13, 14, 16, 17 and 18) governs, among other things, the calling,
place and proceedings of board meetings and the structure of board committees.
To avoid any inconsistencies in procedural matters in preparing for and conducting the simultaneous meetings of the
Boards of Directors of MTHCL and of Cityhome, it is desirable that their respective by-law provisions relating to
procedure for meetings of each Board and its Committees be harmonized.
In addition, it is desirable to harmonize the powers and procedures of Cityhome's Audit Committee with those of
MTHCL's Finance Committee (to be called the Finance/Audit Committee if draft MTHCL By-law No. A-19 is adopted).
A draft amending by-law addressing the foregoing issues is attached to this report, and a separate report with its own
draft amending by-law is being submitted to the MTHCL Board.
Discussion:
The following outline deals only with the substantive elements of the draft by-law and does not discuss technical
amendments necessary for the by-law's internal consistency. Therefore, reference to the technical sections of the
proposed by-law will not appear in this portion of the report.
Section 2 of the draft by-law will delete the requirement for the resignation of directors who miss three consecutive
board meetings, the adjournment of meetings if there is no quorum within ten (10) minutes, and the initial chairing by
the General Manager of the first directors' meeting in each term.
Sections 4 and 17 bring Cityhome's notice provisions into line with those of MTHCL.
Section 6 incorporates MTHCL's procedures under which a director who chairs a board meeting may vote but may not
have a second or casting vote in case of a tie.
Section 7 substitutes the City's Community and Neighbourhood Services Committee for the City of Toronto Executive
Committee as the committee to which the board reports.
Section 8 corresponds to a provision in MTHCL's by-law which authorizes the board to set the auditor's remuneration.
Sections 9 and 10 change all references to the "Audit Committee" in By-law No. 9 to the "Finance/Audit Committee".
Section 15 repeals the provisions relating to the Audit Committee and enacts provisions to correspond with those of
MTHCL if the latter are amended as set out in proposed MTHCL By-law No. A-19.
Section 16 incorporates provisions of one of MTHCL's by-laws which delegate to the General Manager authority to
incur financial obligations of up to $100,000.00 and to write off uncollectible rents to a limit of $30,000.00 per year. I
am informed that the General Managers of both Cityhome and MTHCL may be submitting a report recommending that
the $100,000.00 limit be raised to $250,000.00. Section 16 of the attached draft by-law will have to be amended
accordingly if such a recommendation is adopted.
Although every by-law passed by the Board of Directors becomes effective in accordance with its terms as soon as it is
passed, its effectiveness ceases unless the by-law is confirmed at the next shareholder's meeting, which in the case of
Cityhome is a meeting of its shareholder's Council at which shareholder functions with respect to Cityhome are carried
out. Recommendation No. (2) therefore calls for transmittal of the enacted by-law to the City Clerk for confirmation by
the new Council in due course.
BY-LAW NO. 19
CITY OF TORONTO NON-PROFIT HOUSING CORPORATION
A by-law further to amend By-law No. 9, as amended.
- By-law No. 9, as amended, of the corporation is hereby further amended in accordance with the provisions of this
by-law.
- Sections 3.05.2, 3.14, 3.17.2, 3.19(c) and 3.19(f) are repealed.
- Section 3.05.1 is amended by striking out therein "Subject to section 3.05.2".
- Section 3.13 is amended by striking out the second sentence therein and by substituting the following therefor:
"A notice of a meeting of directors shall specify the purpose of the business to be transacted at the meeting."
- Section 3.15 is amended by striking out therein "except a meeting adjourned pursuant to section 3.14 of this by-law".
- Section 3.18 is repealed by striking out the second and third sentence thereof and by adding the following at the end
of the first sentence:
"and any director acting as chairperson shall be entitled to one vote".
- Section 3.20 is amended:
- by striking out the heading "CITY OF TORONTO EXECUTIVE COMMITTEE" and by substituting therefor
"CITY OF TORONTO COMMUNITY AND NEIGHBOURHOOD SERVICES COMMITTEE"; and
- by striking out "Executive Committee of The Corporation of the City of Toronto" in the first sentence thereof
and by substituting therefor "Community and Neighbourhood Services Committee of the City of Toronto".
8.The following new section 3.21 is hereby enacted:
"3.21REMUNERATION OF AUDITOR
The directors shall have the power, by resolution, to fix the remuneration of the corporation's auditor appointed by the
shareholder."
9.Section 4.01 is amended by striking out the heading thereof and by substituting therefor the text "FINANCE/AUDIT
COMMITTEE".
10.Section Four is further amended by striking out the words "Audit Committee" whenever the same appear therein and
by substituting therefor the words "Finance/Audit Committee".
11.Section 4.03 is repealed and the following is substituted therefor:
"4.03ADVISORY FUNCTION.
Subject to section 4.07, the function of all committees of directors shall be advisory only."
12.Section 4.04 is repealed and the following is substituted therefor:
"4.04TERMS OF REFERENCE.
The terms of reference of each committee, except the Finance/Audit Committee, shall be established by a resolution of
the Board from time to time."
13.Section 4.05 is repealed and the following is substituted therefor:
"4.05SIZE AND COMPOSITION OF COMMITTEES.
Subject to section 4.07, each committee shall be composed of such number of directors as the board shall determine from
time to time."
14.Section 4.06 is amended by striking out "board" where it appears therein for the second time and by substituting
therefor "committee".
15.Section 4.07 is repealed and the following is substituted therefor:
"4.07FINANCE/AUDIT COMMITTEE.
(1)There shall be a standing committee of the board of directors known as the `Finance/Audit Committee', composed
of five (5) directors appointed by the board, one of whom shall be either the President or Vice-President, and a majority
of whom shall
(a)be
(i)neither officers nor employees of the corporation;
(ii)independent of the City of Toronto;
(b)constitute a quorum.
(2)The board of directors shall appoint the membership of the Finance/Audit Committee anew subsequent to the
election of Directors at the beginning of each term on the basis that previous membership shall not disentitle a director to
re-appointment, and each member of the immediately preceding Finance/Audit Committee whose term as a director has
not ceased shall continue until a successor is appointed.
(3)The members of the Finance/Audit Committee shall elect from their number a chair.
(4)The role of the Finance/Audit Committee shall be:
(a)to assist the board of directors in fulfilling its responsibility of overseeing the financial operations of the corporation
as carried out by senior management, and it shall owe the following duties to the board of directors:
(i)to review and make recommendations with respect to financial and other related information, annual financial
statements (including, without restriction, performance of the duties of an audit committee as set forth in the Act),
periodic variance reports, annual budgets, points raised by the auditor and any other financial information requested by
the board of directors;
(ii)to review and report on, as required, the effectiveness of the external audit function;
(iii)to review and report on, as required, the internal control policies and practices of the corporation;
(iv)to review and report on, as required, compliance with legal, regulatory and ethical requirements;
(v)to review with the corporation's management and the auditor appointed by the shareholder, the City of Toronto, any
points raised by such auditor, and report on any important financial or management issues;
(vi)to be acquainted fully with various financial aspects of the corporation and to review and report on, as required, any
changes in accounting principles and practices;
(vii)to review the proposed scope of work related to the annual audit and approve audit fees; and
(viii)to submit such reports from time to time as are appropriate; and
(b)to authorize on behalf of the board of directors the award of any contract in excess of $100,000.00 and not in excess
of $1,000,000.00 to the lowest bidder if
(i)there is a deadline therefor which will expire prior to the next regularly scheduled meeting of the board; or
(ii)the committee determines that such award will avoid a delay which would have undesirable operational and/or
financial consequences for the corporation.
(5)The corporation's auditor shall be entitled
(a)to receive notice of every meeting of the Finance/Audit Committee at which it will be functioning as an audit
committee under the Act and to be heard thereat with respect thereto; and
(b) to call a meeting of the Finance/Audit Committee for the purposes of the functioning described in section
4.07(4)(a).
(6)The Finance/Audit Committee shall report each authorization made pursuant to section 4.07(4)(b) to the board of
directors at its next regularly scheduled meeting, but non-compliance with this subsection shall not affect the validity of
any such authorization.
(7)The Finance/Audit Committee shall meet at least once in each calendar quarter at the call of its chair on at least 24
hours' advance written notice and minutes shall be kept of all its meetings.
(8)The following persons shall be in attendance at meetings of the Finance/Audit Committee whenever possible:
(a)the General Manager;
(b)the corporation's auditor whenever such Committee is functioning as described in section 4.07(4)(a);
(c)the Treasurer; and
(d)such other members of the senior and financial management staff members as may be required."
16.Section 5.05 is amended by renumbering it as 5.05.1 and by adding the following thereto:
"5.05.2The General Manager shall have authority:
(a)to commit the corporation contractually, in each instance, in an amount not in excess of $100,000.00;
(b)in cases of emergency and with the approval of the President or Vice-President, to commit the corporation
contractually in an amount in excess of $100,000.00;
(c)to delegate the General Manager's purchasing and related contracting powers when deeming same advisable, to the
person for the time being responsible for the purchasing and related functions for or on behalf of the City of Toronto;
(d)to write off uncollectible rents not in excess of $1,000.00 annually for any household in default, up to a total
maximum of $30,000.00 in any one fiscal year, provided that such total writing-off is reported to the Board of Directors
within the 3 months next following the end of such fiscal year."
17.Section 8.03 is repealed and the following is substituted therefor:
"8.03OMISSIONS AND ERRORS.
Neither
(a)the non-receipt of any notice deemed to have been received pursuant to section 8.01; nor
(b)any non-substantive error in any notice given pursuant to section 8.01
shall invalidate any action taken at any meeting held pursuant to that notice or otherwise founded thereon."
ENACTED the day of June, 1998.
_____________________________________________________
PresidentSecretary
