Amendment to By-law No. 1 of the Toronto Housing
Company Inc. - Execution of Documentation
The Community Services Committee recommends the adoption of the recommendation of the Board of Directors of
the Toronto Housing Company Inc. embodied in the following communication (August 13, 1999) from the
Corporate Secretary:
The Board of Directors of the Toronto Housing Company Inc., on July 26, 1999, had before it the attached report (July 12,
1999) from the Chief Executive Officer amending By-law No. 1 - Execution of Documents, recommending that:
(1)subsection 9(2) of By-law No. 1 of the Toronto Housing Company Inc. be reworded by enacting draft By-law No. 6
attached hereto;
(2)By-law No. 6 as enacted be submitted for confirmation to the sole shareholder of the Toronto Housing Company Inc.,
the City of Toronto, through its governing body, the City Council, no later than the next meeting of such Council at which
proceedings take place constituting action by the City in its capacity as such shareholder; and
(3)the appropriate officials of the Toronto Housing Company Inc. be authorized to take the necessary action to give effect
to Recommendation No. (2).
The Board of Directors adopted, without amendment, the aforementioned report.
It is requested that By-law No. 6 of the Toronto Housing Company Inc. be submitted for confirmation as set forth in
Recommendation No. (2).
(Report dated July 12, 1999, addressed to the
Board of Directors of the Toronto Housing Company Inc. from the
Chief Executive Officer)
Recommendations:
It is recommended that:
(1)subsection 9(2) of By-law No. 1 of the Toronto Housing Company Inc. be reworded by enacting the attached draft
By-law No. 6;
(2)By-law No. 6 as enacted be submitted for confirmation to the sole shareholder of the Toronto Housing Company Inc.,
the City of Toronto, through its governing body, the City Council, no later than the next meeting of such Council at which
proceedings take place constituting action by the City in its capacity as such shareholder; and
(3)the appropriate officials of the Toronto Housing Company Inc. be authorized to take the necessary action to give effect
to Recommendation No. (2).
Background:
Subclause 5(2)(c)(iii) of By-law No. 1 of the Toronto Housing Company sets out the contractual authority of the Chief
Executive Officer as follows:
"5.(2)Without restricting the generality of subsection (1), the Board of Directors shall appoint from time to time ...
(c)a Chief Executive Officer of the Corporation who shall ...
(iii)have authority:
(A)to commit the Corporation contractually, in each instance in an amount not in excess of
(i)$250,000.00, other than for consulting services;
(ii)$ 100,000.00 for consulting services;
(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 the applicable amount stipulated in item (A);
(C)except where the Corporation has entered into an agreement for purchasing services with a third party, to delegate the
Chief Executive Officer'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; ..."
Subsection 9(2) of the by-law sets out the signing authority for the execution of documentation as follows:
"9.(2) Except as otherwise authorized by the Board of Directors from time to time by resolution, contracts, documents
or instruments in writing on behalf of the Corporation shall be signed by:
(a)any one of the following officers of the Corporation:
(i)the Chief Executive Officer;
(ii)the President;
(iii)the Vice-President;
and also by
(b)any one of the following other officers of the Corporation:
(i)the Treasurer;
(ii)the Secretary,
and the Corporation's seal shall be affixed to such instruments as require the same."
Under these provisions, it is not entirely clear whether the signing requirements of subsection 9(2) are intended to apply to
contractual commitments made under subclause 5(2)(c)(iii). Furthermore, since the Chief Executive Officer is the only
employee listed in subclause 9(2)(a), he is currently signing all formal contract documentation.
The recommended re-enactment of subsection 9(2) will make a second signature unnecessary for exercise of the
contractual authority under item 5(2)(c)(iii)(A) by the Chief Executive Officer or a Board-authorized delegate, or by City
purchasing personnel under item 5(2)(c)(iii)(C), and will provide a pool of senior managers for situations requiring a
second signature.
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TORONTO HOUSING COMPANY INC.
By-law No. 6
BE IT ENACTED as a By-law of the Corporation as follows:
1.Subsection 9(2) of By-law No. 1 is repealed and the following substituted therefor:
"(2)Except as otherwise authorized by the Board of Directors from time to time by resolution, all contracts, documents or
instruments in writing on behalf of the Corporation shall
(a)if executed pursuant to the authority granted to the Chief Executive Officer by item 5(2)(c)(iii)(A), be signed by that
Officer or by such other member of the Corporation's staff as may be exercising such authority as a delegate authorized by
the Board of Directors;
(b)if executed by Purchase Order or otherwise pursuant to the delegation authorized by item 5(2)(c)(iii)(C), be signed in
accordance with the City's purchasing procedure;
(c)if neither clause (a) nor clause (b) is applicable, be signed by
(i)any one of the following officers of the Corporation:
(A)Chief Executive Officer;
(B)Chief Operating Officer;
(C)Treasurer;
(D)Controller;
(E)Manager, Internal Control;
and also by
(ii)any one of the following other officers of the Corporation:
(A)Chief Executive Officer;
(B)Chief Operating Officer;
(C)Secretary,
and the Corporation's seal shall be affixed to such instruments as require the same."
ENACTED this 26th day of July, 1999.
WITNESS the Corporate Seal of the Corporation.
PRESIDENT SECRETARY
