June 24, 1998

 COMMUNITY AND NEIGHBOURHOOD SERVICES COMMITTEE:

 The Board of Directors of The Metropolitan Toronto Housing Company Limited on June 22, 1998, had before it a report (June 8, 1998) from the City Solicitor, advising that By-law No. A-8 governs the calling, place and proceedings of Board meetings; that to avoid any inconsistencies in procedural matters in preparing for and conducting the simultaneous meetings of the Boards of Directors of the Housing Company and of Cityhome, it is desirable that their respective by-law provisions relating to procedure for meeting of each Board and its Committees be harmonized; submitting a draft amending by-law which addresses these issues, headed "By-law No. A-19"; and recommending that:

 (1)the draft amending by-law attached to this report be enacted as a by-law of the Housing Company;

 (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 Housing Company 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, The Metropolitan Toronto Housing Company Limited

City Solicitor, Attention: Mr. D. Brown

(Report dated June 8, 1998,

addressed to the Board of Directors,

The Metropolitan Toronto Housing Company Limited

from the City Solicitor.)

  Purpose:

 To authorize amendment of By-law No. A-8 to harmonize the Housing Company's procedures respecting Directors' meetings with:

 (a)the corresponding procedures of Cityhome; and

 (b)the requirements of the Business Corporations Act respecting audit committees,

 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 the Housing Company;

 (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 Housing Company staff be authorized to take the necessary action to give effect to Recommendation No. (2).

 Background:

 By-law No. A-8 ("A-8") was enacted in 1995 in compliance with the provision inserted into the Municipal Act that year requiring municipal councils and local boards to adopt a procedure by-law governing the calling, place and proceedings of meetings (part of its content had previously appeared in By-law No. A-1).

 To avoid any inconsistencies in procedural matters in preparing for and conducting the simultaneous meetings of the Boards of Directors of the Housing Company 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, since the existing Finance Committee constitutes an "audit committee" within the meaning of the Business Corporations Act whenever it carries out its review of the annual financial statements and auditor's report, it is desirable that the relevant wording of A-8 be expanded to include or refer to the provisions of the Act respecting such committees.

 The reference in A-8 to "Assistant General Manager" should be deleted, since that office no longer exists.

 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 Cityhome Board.

 Discussion:

 Section 1 of the draft by-law will remove the reference to "Assistant General Manager" from clause 1(h) of A-8, and section 2 will replace the existing subsection 5(2) of A-8, which requires all Board meetings to be at Metro Hall unless the Board otherwise determines, with a new version stipulating such place in the Province of Ontario as the Board may require, to reflect the corresponding provisions of the relevant Cityhome by-law.

 Section 3 of the draft will insert into A-8 a new section 5.1 concerning notices, to match the content of Cityhome's notice provisions, and section 4 will insert new subsections 6(4) and (5) covering the steps to be followed after an in camera session and the applicability of section 6 to Board-created committees which include non-directors.

 Section 5 of the draft will rename the Finance Committee as the "Finance/Audit Committee", restore its membership to five (as authorized by your Board at its meeting of May 25, 1998), re-enact subclause 12(4)(a)(i) to make reference to a Business Corporations Act audit committee and the auditor's rights and duties, and repeal subclause 12(4)(b)(ii) giving the Committee power to renew/replace mortgage loans on terms dictated by the subsidizers (such renewals/replacement can be handled instead through the Cityhome method of a standing authority of the Board).

 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 will cease unless the by-law is confirmed at the next shareholder's meeting, which in the case of the Housing Company is a meeting of its shareholder's Council at which shareholder functions with respect to Housing Company 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.

 THE METROPOLITAN TORONTO HOUSING COMPANY LIMITED

By-law No. A-19

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

 1.Clause 1(h) of By-law No. No. A-8 is amended by striking out the text "Assistant General Manager/" in the first line.

  2.Subsection 5(2) of By-law No. A-8 is repealed and the following substituted therefor:

 "5.(2)Each meeting of the Board of Directors shall be held at such place in the Province of Ontario as the Board may by standing or specific direction require."

  3.By-law No. A-8 as heretofore amended is further amended by adding thereto the following new section:

 "NOTICES

 5.1(1)For the purposes of this section, 'recorded address' means, with respect to any person, the most recent address shown for such person in the records of the Company, including the copy of the most recent notice filed pursuant to the Corporations Information Act.

 (2)The Secretary of the Company may change or cause to be changed in the records of the Company the address of the shareholder, any Director, any officer, the auditor or the member of any committee in accordance with any information believed by the Secretary to be reliable.

 (3)The giving (including the sending, delivering or serving) of any notice (including any communication or other document) pursuant to the Business Corporations Act of Ontario (including the regulations thereunder), the articles or by-laws of the Company or otherwise to the Company's shareholder, its auditor, any of its officers, any Director or any member of any of its committees shall be sufficient if same is

 (a)delivered personally to the intended recipient, or to the intended recipient's recorded address, in either of which cases it shall be deemed to have been received on such delivery; or

 (b)mailed post prepaid, in which case it shall be deemed to have been received, in the absence of any interruption of postal service in the City of Toronto affecting the delivery or handling thereof, on the fifth day next following such mailing.

 (4)In computing the time for any notice referred to in subsection (3), the day of giving the notice and the day of the Meeting or other event shall in each case be excluded.

 (5)Neither

 (a)the non-receipt of any notice deemed to have been received pursuant to clause (3)(b); nor

 (b)any non-substantive error in any notice given pursuant to subsection (3)

 shall invalidate any action taken at any Meeting held pursuant to that notice or otherwise founded thereon.

 (6)Any person entitled to a notice as described in subsection (3) may at any time in writing waive same or abridge the time for the delivery thereof, and any such waiver, whether given before or after the conduct of the business to which such notice relates, shall cure any default in the giving or timeliness of such notice, as the case may be."

  4.Section 6 of By-law No. A-8 is amended by adding thereto the following new subsections:

 6.(4)Following the conclusion of any in camera session of any Meeting

 (a)resumption of the public session thereof shall take place in accordance with the announcement made in that regard after such conclusion by the person presiding thereat, or in the absence of such an announcement, Ten (10) Minutes after such conclusion;

(b)on resumption in accordance with clause (a), the recording secretary shall announce to the Meeting any recommendations resulting from its in camera session or, if applicable, that a vote took place in accordance with subsection 9(5).

 (5)This section 6 shall apply, with necessary modifications, to any meeting of any committee which has been created by the Board of Directors but which is not a Committee.

  5.(1)The heading of section 12 of By-law No. A-8 in both the Table of Contents and the body thereof is repealed and the text "FINANCE/AUDIT COMMITTEE" substituted therefor.

 (2)Section 12 of By-law No. A-8 as heretofore amended is further amended by striking out the words "Finance Committee" wherever same appears therein and substituting therefor the text "Finance/Audit Committee".

 (3)Subsection 12(1) of By-law No. A-8 as heretofore amended is further amended by striking out the text "Three (3)" in the second line thereof and substituting therefor the text "Five (5)".

 (4)Subclause 12(4)(a)(i) of By-law No. A-8 as heretofore amended is repealed and the following substituted therefor:

 "(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 Business Corporations Act), periodic variance reports, annual budgets, points raised by the auditor and any other financial information requested by the Board of Directors;".

 (5)Subclause 12(4)(b)(ii) of By-law No. A-8 is repealed.

 (6)Section 12 of By-law No. A-8 as heretofore amended is further amended by adding thereto the following new subsections:

 "12.(4.1)The Company's auditor shall be entitled to receive notice of every meeting of the Finance/Audit Committee at which it will be functioning as an audit committee under the Business Corporations Act, and to be heard thereat with respect thereto.

 (4.2)The Company's auditor shall be entitled to call a meeting of the Finance/Audit Committee for the purposes of the functioning described in subsection (4.1)."

 (7)Clause 12(7)(b) of By-law No. A-8 is repealed and the following substituted therefor:

 "(b)the Company's auditor, whenever such Committee is functioning as described in subsection (4.1);".

 ENACTED this ^th day of June, 1998.

  WITNESS the Corporate Seal of the Company.

   PRESIDENTSECRETARY