Articles of Amendment - Cityhome and The

Metropolitan Toronto Housing Company Limited

The Community and Neighbourhood Services Committee reports having received the following communications; and having directed that they be forwarded to Council for information:

(A) (May 8, 1998) from the Corporate Secretary, The Metropolitan Toronto Housing Company Limited:

The Board of Directors of The Metropolitan Toronto Housing Company Limited on May 8, 1998, had before it a report (April 20, 1998) from the General Manager of The Metropolitan Toronto Housing Company Limited, submitting a copy of a communication (April 7, 1998) addressed to the General Manager, from the City Solicitor, wherein he describes the recent amendments to the Housing Company's By-laws, effective April 1, 1998; stating that these by-law changes address the size of the Board of Directors and the Finance Committee, alter the quorum stipulation, identify the newly confirmed Directors and express Council's thanks to those former Directors whose terms have ended; and recommending that:

(1) the report be received by the Board of Directors for information;

(2) a copy of the report be forwarded to City of Toronto Council for information; and

(3) the appropriate City officials be authorized to take the necessary action to give effect thereto.

The Board of Directors adopted, without amendment, the aforementioned report.

(Report dated April 20, 1998, addressed to the

Board of Directors of The Metropolitan Toronto Housing

Company Limited from the General Manager)

Recommendations:

It is recommended that:

(1) the attached report be received for information;

(2) the report be forwarded to City of Toronto Council for information; and

(3) the appropriate City officials be authorized to give effect thereto.

Comments:

The attached memorandum from the City Solicitor describes recent amendments to the Housing Company's By-laws, effective April 1, 1998. These by-law changes address the size of the Board and the Finance Committee, alter the quorum stipulation, identify the newly confirmed Directors and express Council's thanks to those former directors whose terms have ended.

(Communication dated April 7, 1998, addressed to the

General Manager, The Metropolitan Toronto Housing

Company Limited, from the City Solicitor.)

By Articles of Amendment certified effective on April 1, 1998, in accordance with the Business Corporations Act, the Housing Company's constating Articles of Amalgamation were amended so that the original provision for 17 Directors was replaced with a stipulation for a minimum of 5 Directors and a maximum of 20, as authorized by the Council of the new City as part of its adoption, at its meeting of February 4, 5 and 6, 1998, of Clause No. 5 of Report No. 1 of The Special Committee to Review the Final Report of the Toronto Transition Team. The duplicate original Articles bearing the certification are being forwarded to you for safekeeping under separate cover.

A number of other Housing Company changes became effective on April 1, 1998, as a result of the Articles of Amendment.

By-law No. A-17, passed by the Board of Directors on December 8, 1997, and confirmed by City Council as part of its adoption of the said Clause No. 5, came into effect so as to:

(i) replace previous subsections 3(1) to (9) of By-law No. A-1 calling for 17 Directors having rotating terms of office, with new subsections 3(1) to (3) calling for such number of Directors as the City determines from time to time by special resolution, each having a term of 1 year until the next annual meeting;

(ii) alter the quorum stipulation in subsection 5(8) of By-law No. A-8 from an absolute number of 7 to two-fifths of the number of Directors determined from time to time by the City (for the 9-Director board resulting from the determination described in item (a) below, the quorum will therefore be 4); and

(iii) reduce the membership of the Finance Committee provided for in subsection 12(1) of By-law No. A-8 from 5 Directors to 3 (the quorum continuing to be a majority).

As further authorized by the said Clause No. 5, effective as of April 1, 1998:

(a) the number of Directors for the Housing Company was determined (by special resolution) to be 9;

(b) the Directors of the Housing Company then in office other than Councillors Michael Walker and Michael Feldman (who, along with Councillors Frances Nunziata and Michael Prue, were appointed by Council at its meeting held on January 2, 6, 8 and 9, 1998) were removed, as were the corresponding directors of Cityhome;

(c) the following individuals were elected to fill the 7 directorial vacancies created by the combined operation of such removal and the said special resolution (and were also elected as directors of Cityhome):

Marvin Sadowski (previous President, MTHCL);

Madeleine Fleming (previous President, Cityhome);

John Alleyne;

Catherine Bertucci-Menchetti;

John Metson;

David Monk; and

Wayne Stickley; and

(d) an expression of the Council's thanks was to be conveyed to the persons whose directorships were terminated as described in foregoing item (b).

The Boards of Directors of both the Housing Company and Cityhome now consist of Councillors Michael Walker and Michael Feldman and the individuals named in foregoing item (c).

The matters set forth in this memorandum should be reported to the Housing Company's Board of Directors for information, and that Board should, in turn, transmit them to the City for eventual presentation to Council, also for information.

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(B) (May 8, 1998) from the Corporate Secretary, Board of Directors of The City of Toronto Non-Profit Housing Corporation:

The Board of Directors of The City of Toronto Non-Profit Housing Corporation on May 8, 1998, had before it a report (April 28, 1998) from the General Manager, Cityhome, advising that the membership of the Cityhome Board of Directors, appointed effective April 1, 1998, is identical to that of The Metropolitan Toronto Housing Company Limited (MTHCL) Board of Directors; further advising that Cityhome's Articles of Incorporation were amended, effective April 1, 1998, to eliminate the requirement that at least two-thirds of Directors be Cityhome tenants; that Cityhome By-law No. 18, which also came into effect on April 1, 1998, carries out various technical amendments necessitated by amalgamation; and recommending that this report be received for information and forwarded to the City of Toronto Council for information.

The Board of Directors adopted, without amendment, the aforementioned report.

(Report dated April 28, 1998, addressed to the

Board of Directors of The City of Toronto Non-Profit Housing

Corporation from the General Manager, Cityhome)

Recommendation:

It is recommended that this report be received for information and forwarded to City of Toronto Council for its information.

Comments:

The organization of the Interim Board of Directors of both Cityhome and The Metropolitan Toronto Housing Company Limited ("MTHCL") was dealt with in Clause No. 5 of Report No. 1 of The Special Committee to Review the Final Report of the Toronto Transition Team. City Council adopted the clause, as amended, at its meeting of February 4, 5 and 6, 1998.

The clause as it affects Cityhome has now been implemented. A separate report as regards MTHCL is being submitted to the MTHCL Board.

Board Appointments:

The interim Board has been appointed effective from April 1, 1998. The members of the Board are:

- Marvin Sadowski;

- Madeleine Fleming;

- John Alleyne;

- Catherine Bertucci-Menchetti;

- John Metson;

- David Monk; and

- Wayne Stickley.

The membership of the Cityhome Board is now identical to that of the MTHCL Board.

The term of office ends on the earlier of:

(a) the amalgamation of City of Toronto Non-Profit Housing Corporation and The Metropolitan Toronto Housing Company Limited; and

(b) November 30, 2000.

Amendment of Articles:

Cityhome's Articles of Incorporation were amended, effective April 1, 1998, to eliminate the requirement that at least two-thirds of directors be Cityhome tenants.

By-law Amendments:

Cityhome By-law No. 18 came into effect on April 1, 1998. This by-law carries out various amendments of a technical nature necessisted by the municipal amalgamation and the deletion of requirements respecting the appointment of tenant directors. The by-law also contains certain "housekeeping provisions" to reflect the deletion of the office of executive vice-president.

It would be appropriate to report the above matters to City Council so that it will be informed that its resolutions in this matter have been implemented.