Amalgamation of the City of Toronto Non-Profit

Housing Corporation and The Metropolitan Toronto

Housing Company Limited Under the Name of

"Toronto Housing Company Inc."

The Community and Neighbourhood Services Committee recommends the adoption of the following report (November 23, 1998) from the Chief Operating Officer, subject to:

(1)amending the composition of the Board of Directors of the Toronto Housing Company Inc., as follows:

-3 tenants;

-3 Members of Council; and

-5 citizens;

(2)the tenant and citizen appointments being processed through the City's Nominating Committee, with input from the Board of Directors, and the Members of Council being recommended by the Striking Committee, with all appointments being recommended to Council no later than its March 2, 1999, meeting;

(3)amending the Memorandum of Agreement to include the establishment of safeguards to ensure that all sales of property are approved by City Council;

and further that all supporting documentation be amended to give effect thereto:

Purpose:

To seek the approval of the City of Toronto, as the sole shareholder of the two housing companies, for the amalgamation of the City of Toronto Non-Profit Housing Corporation (Cityhome) and The Metropolitan Toronto Housing Company Limited (MTHCL) under the name of Toronto Housing Company Inc. as of January 1, 1999, and to seek approval for a shareholder Memorandum of Agreement defining the relationship of the amalgamated company to the City.

Financial Implications:

No financial implications are involved.

Recommendations:

It is recommended that:

(1)as the governing body of the sole shareholder of both The City of Toronto Non-Profit Housing Corporation (Cityhome) and The Metropolitan Toronto Housing Company Limited (MTHCL), Council approve, by way of special resolution, the agreement providing for the amalgamation of the two companies under the name of "Toronto Housing Company Inc." ("THC") as of January 1, 1999, in accordance with the Amalgamation Agreement constituting Attachment I to the report dated November 13, 1998, from the Chief Operating Officer of the housing companies to the Boards of Directors thereof, subject to the concurrence of Canada Mortgage and Housing Corporation and the Ministry of Municipal Affairs and Housing;

(2)authority be granted to enter into a Memorandum of Agreement between the City and the new housing company following amalgamation, in the form set forth as Attachment II of the Chief Operating Officer's said report;

(3)City officials be directed to work with the Chief Operating Officer to prepare a Memorandum of Understanding, defining the working relationship between THC staff and City staff, as well as purchase-of-service arrangements between City departments and THC;

(4)the City be authorized to accept the transfer to it of the single share in the amalgamated corporation arising from the conversion of the issued and outstanding shares of Cityhome and MTHCL under the Amalgamation Agreement; and

(5)the appropriate City officials be authorized to take the necessary steps to give effect to Recommendations Nos. (1) to (4).

Council Reference/Background:

The Boards of Directors and staff of Cityhome and MTHCL have been planning for the amalgamation of the two City-owned housing companies since May of this year. An amalgamation target date of January 1, 1999, was established to harmonize with the year-end of the two existing companies.

The Chief Operating Officer of the housing companies submitted a report (November 16, 1998) to the Boards of Directors recommending that the name of the amalgamated company be "Toronto Housing Company".

The Chief Operating Officer of the housing companies submitted a report (November 13, 1998) to the Boards of Directors respecting the amalgamation and annexing a draft of the Amalgamation Agreement required to give effect to the amalgamation, including the new Company's by-laws, and a draft Shareholder Agreement between the amalgamated company and the City as its sole shareholder defining their relationship.

The Boards considered both reports at their meetings of November 23, 1998, and at that time:

(i)adopted the recommended name, subject to adding "Inc." at the end thereof;

(ii)authorized the Amalgamation Agreement in a form reflecting the name for the amalgamated company, its registered office and various changes in wording; and

(iii)approved, in principle, the Shareholder Agreement in a form reflecting the chosen name, subject to renaming it a "Memorandum of Agreement".

A copy of the Chief Operating Officer's report of November 13, 1998, is annexed, including as AttachmentI the revised Amalgamation Agreement and as Attachment II the revised Memorandum of Agreement.

Discussion:

Composition of the Toronto Housing Company Board of Directors:

The by-laws of THC, whose elements are essentially drawn from those of MTHCL and Cityhome, contemplate an eventual 15-member Board of Directors composed of:

(a)residential tenants of the Company constituting one-third of the Board (i.e., 5 members), nominated by the tenants through a democratic process determined by them;

(b)3 City Councillors;

(c)1 representative nominated by the Ontario Non-Profit Housing Association;

(d)1 representative nominated by the Greater Toronto Apartment Association; and

(e)5 citizens with housing expertise.

A three-year term of office is proposed for the Directors, with an initial one-year term for the 5 tenant representatives, an initial two-year term for the 3 Councillors and an initial three-year term for the remaining citizen appointees. In this way, only a part of the Board will turn over in any given year.

This size and composition is intended to balance the interests of the various stakeowners and allow for the effective management of the new company.

It is important to note that the initial directors for THC will be those nine individuals who are currently serving on the interim Boards of both MTHCL and Cityhome. It is intended, however, that the process for recruiting the new 15-member Board of Directors begin as soon as Council has approved its proposed composition.

Memorandum of Agreement with the Shareholder:

THC will be incorporated under the Ontario Business Corporations Act (OBCA). The City will be the sole shareholder. Under the OBCA, the Board of Directors of THC will be required to oversee and manage the affairs of the Company. Senior staff of THC will be accountable to that Board and take direction from it in all matters related to the operation of the Company. Generally, the Board will operate at arm's length from the City. The Memorandum of Agreement between the City and THC will provide its Board with shareholder direction.

The proposed Memorandum of Agreement with the shareholder sets out THC's mandate, the reporting relationship with the City and other expectations that the City has which are considered additional to those that a shareholder usually has of a wholly-owned company. For example, the Memorandum sets forth the City policies which THC will be subject to in its operations.

(Report dated November 13, 1998,

addressed to the Boards of Directors,

The City of Toronto Non-Profit Housing Corporation and

The Metropolitan Toronto Housing Company Limited,

from the Chief Operating Officer)

Recommendations:

It is recommended that the Board of Directors:

(1)approve the proposed Amalgamation Agreement between the City of Toronto Non-Profit Housing Corporation (Cityhome) and The Metropolitan Toronto Housing Company Limited (MTHCL), including by-laws for the amalgamated company, provided as Attachment I of this report;

(2)approve, in principle, the proposed Shareholder Agreement between the new housing company and its sole shareholder, the City of Toronto, provided as Attachment II of this report;

(3)direct Cityhome and MTHCL staff to work with City officials to prepare a Memorandum of Understanding, defining the working relationship between amalgamated company staff and City staff; and

(4)direct Cityhome and MTHCL staff to forward the approved Amalgamation Agreement and Shareholder Agreement to the City Council for City authority to execute both agreements.

Background:

The legal amalgamation of Cityhome and MTHCL is scheduled for January 1, 1999. In order for this amalgamation to take effect, an Amalgamation Agreement between the two companies is required, and this Amalgamation Agreement must be approved by Toronto City Council, the governing body of the City, as sole shareholder of both companies. Review of the documents by the Ministry of Municipal Affairs and Housing will also be required to ensure that the new company complies with provincial requirements in accordance with the Housing Development Act.

Once all the necessary approvals have been obtained, Articles of Amalgamation must be prepared and submitted to the Ministry of Consumer and Commercial Relations for certification, prior to the January 1, 1999, effective date of the amalgamation. A copy of the proposed Amalgamation Agreement is provided as Attachment I of this report.

A Shareholder Agreement has been prepared to define the formal terms and conditions of the corporate relationship between the new housing company and its shareholder, the City of Toronto. The proposed Shareholder Agreement is provided as Attachment II of this report. When the amalgamated company is legally in existence, and once City Council has approved the terms of the proposed Agreement, formal Board approval will be required. At this stage, approval in principle is sought from the amalgamating Boards so that the document can be forwarded to City Council.

It is intended that a Memorandum of Understanding (MOU) be developed to describe the working relationships between senior executives of the new housing company and administrative staff of the City. This MOU is to supplement the conditions provided by the Shareholder Agreement, and should not conflict with it or any other requirements of the new company's articles or by-laws, or applicable statutes.

Discussion:

The Amalgamation Agreement (and By-laws):

The Amalgamation Agreement, made between the two corporations to be amalgamated, describes the two companies and lays out the basic terms of their amalgamation. It also includes the by-laws for the new company.

The by-laws, presented as an appendix to the Amalgamation Agreement, reflect a combination of the by-laws of the two amalgamating companies. Wherever possible, efforts have been made to streamline and simplify them.

The name of the new company, once it has been selected and approved by the Board, must be included, as well as the registered address, as soon as it is determined.

Composition of the Board:

A permanent Board of Directors comprised of 15 members is recommended. The Agreement stipulates that the Board of Directors can range in size from 9 to 15 members and identifies the current 9 Directors as the first directors of the amalgamated corporation. This approach allows sufficient time for the recruitment of the 15 member Board, with a minimum of administrative inconvenience.

The proposed Board composition is: five tenants (one-third of the Board), three City Councillors, one representative nominated by the Ontario Non-Profit Housing Association, one representative nominated by the Urban Development Institute (or a related organization representing the private sector property management industry in the Toronto area), and five community members with housing expertise. To develop criteria for citizen appointments and advise the shareholder in this regard, a Nominating Committee of the Board is provided for in By-law No. 4.

By-law No. 1 stipulates rotating three-year terms for Directors in order to ensure some continuity and avoid complete turnover of the Board every three years. The following initial appointment system is recommended.

Tenant Positions:

Tenants are currently involved in a process to develop a new tenant participation system. This process is not expected to be complete until at least June 1999. The tenant participation system will include a process for filling the tenant positions on the Board. Once the new tenant participation system is in place, that system will be used to fill the tenant positions for a three-year term. In the interim, the tenant positions would be filled for a one-year term, on a "placeholder" basis, as recommended by the tenants.

Council Positions:

The next municipal election will take place in November 2000, leaving only two years in the term of the current Council. It is therefore recommended that the first Councillors appointed to the new Board serve for two years, to coincide with the term of Council. Future terms of office would be for three years.

Other Positions:

As tenant and Councillor positions will initially be filled on a one and two-year basis respectively, it is recommended that the citizen and institutional appointments be for a three-year term.

Titles of Officers of the Board:

No changes are proposed to the titles of the officers of the corporation with the exception of the Chief Operating Officer. A change to Chief Executive Officer, in place of Chief Operating Officer, has been incorporated into the by-laws. This title change reflects proposed changes in the organization structure and is in keeping with titles used by other arms-length corporations of the City.

The Shareholder Agreement:

The City of Toronto, as the sole shareholder of the new housing company will have the right to impose controls on the corporation and its Board of Directors. In the normal course of events, however, it is anticipated that the Board will supervise and control the business affairs of the company, while keeping in mind the interests of the shareholder.

It is therefore considered useful for the shareholder to set out clear direction for the Board and define the relationship between the City and the new housing company. The Agreement, contained in Appendix II of this report, has been prepared for this purpose. It is intended to allow the company to operate at "arms length", although within guidelines which clearly spell out its relationship to the City. With such an agreement in place, the Board can be clear about its mandate and attend to managing the business affairs of the company.

The Memorandum of Understanding:

Cityhome and MTHCL staff have always worked closely with staff of their respective municipalities. However, in the context of a new relationship between the amalgamated housing company and the City, as defined in the Shareholder Agreement, a clear articulation of staff working relationships will be helpful. A Memorandum of Understanding is proposed for this purpose, focusing on issues such as: the application of City human resource policies to the new housing company; how the company will be involved in the City's collective bargaining process where company employees are involved; company use of City administrative services; and so forth. It is recommended that staff be directed to begin the process of developing such an agreement.

Conclusion:

Although staff of Cityhome and MTHCL have been working together for the better part of a year, a formal amalgamation is dependent on an Amalgamation Agreement to be approved by the Board and City Council, as the governing body of the shareholder.

As the new housing company begins to operate as a business corporation, although one owned by the City, it will be important to define its relationship with the City. A Shareholder Agreement and a Memorandum of Understanding are proposed for this purpose.

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Attachment I

THIS AMALGAMATION AGREEMENT made in quadruplicate this 23^rd day of November, 1998,

BETWEEN:

THE METROPOLITAN TORONTO HOUSING COMPANY LIMITED,

a corporation incorporated under the laws of the

Province of Ontario

hereinafter called "the Housing Company"

OF THE FIRST PART

- and -

CITY OF TORONTO NON-PROFIT HOUSING CORPORATION,

a Corporation incorporated under the laws of the

Province of Ontario

hereinafter called "Cityhome"

OF THE SECOND PART

WITNESSES THAT:

WHEREAS the Housing Company is an amalgamated corporation by virtue of Articles of Amalgamation certified effective under the Business Corporations Act the 15^th day of September, 1993, which Articles have been amended by Articles of Amendment dated the 1^st day of April, 1998;

WHEREAS Cityhome was incorporated under a predecessor of the Business Corporations Act by Articles of Incorporation certified effective the 8^th day of July, 1974, which Articles have been amended by Articles of Amendment dated respectively the 19^th day of October, 1981, the 29^th day of September, 1982, the 12^th day of August, 1986, the 13^th day of August, 1990, the 21^st day of August, 1992, the 3^rd day of June, 1994 and the 1^st day of April, 1998;

WHEREAS the authorized capital of the Housing Company consists of 1 common share, which has been issued and is outstanding as fully paid and non-assessable;

WHEREAS the authorized capital of Cityhome consists of 2 common shares which have been issued and are outstanding as fully paid and non-assessable;

WHEREAS the Housing Company and Cityhome, acting under the authority contained in the said Act, have agreed to amalgamate upon terms and conditions hereinafter set out;

AND WHEREAS each party has made full disclosure to the other of all its assets and liabilities;

IN CONSIDERATION OF the mutual covenants herein contained, the parties hereto hereby agree as follows:

1.In this Agreement

(a)"Act" means the Business Corporations Act;

(b)"Amalgamated Corporation" means the corporation resulting from the amalgamation of the Housing Company and Cityhome;

(c)"City" means the City of Toronto incorporated by the City of Toronto Act, 1997.

2.The Housing Company and Cityhome shall amalgamate, as of the close of business on December 31, 1998, under the provisions of section 176 of the Act, and shall continue as one corporation under the terms and conditions hereinafter set out.

3.The name of the Amalgamated Corporation shall be "Toronto Housing Company Inc.".

4.The registered office of the Amalgamated Corporation shall be situate at 100 Queen Street West, TORONTO, Ontario M5H 2N2, until changed in accordance with the Act.

5.(1)The Amalgamated Corporation shall be authorized to issue One (1) common share.

(2)The rights, privileges, restrictions and conditions attaching to the share of the Amalgamated Corporation (referred in this subarticle (2) as "the Corporation") are as follows:

(a)the directors of the Corporation shall not declare, and the Corporation shall not pay, any dividend on any issued share of the Corporation;

(b)no part of the income of the Corporation shall be payable to or otherwise available for the personal benefit of any shareholder of the Corporation.

(3)The issue, transfer and ownership of shares in the Amalgamated Corporation shall be restricted in that no such share shall at any time be allotted, issued or transferred to, or owned by, any person other than the City.

(4)The issued and outstanding shares of the Housing Company and Cityhome shall be converted into a single issued and fully paid share of the Amalgamated Corporation as follows:

(a)the single issued and outstanding share of the Housing Company shall be converted into Three Quarters (¾) of an issued and fully paid share of the Amalgamated Corporation;

(b)the two issued and outstanding shares of Cityhome shall collectively be converted into One Quarter (¼) of an issued and fully paid share of the Amalgamated Corporation.

(5)Following the amalgamation of the Housing Company and Cityhome, and the surrender by the City to the Amalgamated Corporation of the City's share certificates representing its shares in the Housing Company and Cityhome, the Amalgamated Corporation shall without charge provide to the City a certificate for One (1) share of the Amalgamated Corporation.

6.(1)The business of the Amalgamated Corporation shall be restricted to the provision and operation of housing accommodation in accordance with the Housing Development Act as amended from time to time, including any successor legislation, but otherwise there shall be no restrictions on the powers that the Amalgamated Corporation may exercise.

(2)Any invitation to the public to subscribe for securities of the Amalgamated Corporation shall be prohibited.

(3)On dissolution or winding-up of the Amalgamated Corporation, any assets remaining after satisfaction of, or lawful provision for, all debts, obligations, and liabilities of the Amalgamated Corporation shall be distributed solely to the City.

(4)Without restricting the generality of its powers under the Act, the board of directors of the Amalgamated Corporation may from time to time, without authorization from its shareholder,

(a)charge, mortgage, hypothecate or pledge all or any of the currently owned or subsequently acquired real or personal, movable or immovable property of the Amalgamated Corporation, including book debts, rights, powers, franchises and undertakings to secure any debt obligations which it is by law entitled to issue or any other debt or liability of the Amalgamated Corporation in such amounts and on such terms as it deems expedient;

(b)take any steps required for the rezoning of any real property currently owned or subsequently acquired by the Amalgamated Corporation in order to facilitate or enable the sale or development thereof,

and any exercise of its powers described in this subarticle (4) shall not constitute a breach of the restrictions described in subarticle (1) hereof.

7.The by-laws of the Amalgamated Corporation shall, until and except insofar as lawfully repealed, amended, altered or added to subsequent to the date set forth in article 2 of this Agreement, be as set forth in Appendix I attached to this Agreement

8.(1)The Amalgamated Corporation shall have a minimum of Nine (9) Directors and a maximum of Fifteen (15) Directors, as determined from time to time by special resolution in accordance with the Business Corporations Act, and pending such a determination, Nine (9) Directors.

(2)The first Directors of the Amalgamated Corporation shall be the Nine (9) persons named in Appendix II attached to this Agreement.

(3)No first director of the Amalgamated Corporation named as described in subarticle (2) hereof shall be permitted to resign unless at the time the resignation is to become effective a successor has been elected or appointed.

9.Until otherwise determined by the directors of the Amalgamated Corporation its Chief Operating Officer shall be the incumbent holder of that office for both the Housing Company and Cityhome, Derek Ballantyne, and all other officers of the Amalgamated Corporation shall be determined by such directors at, or as soon as may be convenient following, their first meeting.

10.Each of the parties hereto shall contribute to the Amalgamated Corporation all of its assets, subject to its liabilities.

11.Following and subject to the approval by the City of the amalgamation of the Housing Company and Cityhome and its adoption of this Agreement, but subject always to article 12 of this Agreement, articles of amalgamation in the form prescribed under the Act shall be sent to the Director defined in the Act together with the documents required under section 178 of the Act.

12.At any time before the endorsement of a certificate of amalgamation effecting the amalgamation of the Housing Company and Cityhome, this Agreement may be terminated by the directors of either the Housing Company or Cityhome, notwithstanding the approval of this Agreement by the City.

IN WITNESS WHEREOF the parties hereto have hereunto affixed their respective corporate seals attested to by the hands of their respective proper officers in that behalf duly authorized.

SIGNED, SEALED AND DELIVERED

THE METROPOLITAN TORONTOCITY OF TORONTO NON-PROFIT

HOUSING COMPANY LIMITEDHOUSING CORPORATION

per:per:

PresidentPresident

SecretarySecretary

Appendix I

to the Agreement dated the 23^rd day of November, 1998, between

THE METROPOLITAN TORONTO HOUSING COMPANY LIMITED

- and -

CITY OF TORONTO NON-PROFIT HOUSING CORPORATION

By-laws

By-law Number Subject Matter

1Organization of the Amalgamated Corporation

2Borrowing of Money

3Certain Financial Matters

4Procedure Relating to Meetings

5Sale of Real Property

Appendix II

to the Agreement dated the 23^rd day of November, 1998, between

THE METROPOLITAN TORONTO HOUSING COMPANY LIMITED

- and -

CITY OF TORONTO NON-PROFIT HOUSING CORPORATION

FIRST DIRECTORS

Full NameResidential Address

John Alleyne

Catherine Bertucci-Menchetti

Michael C. Feldman

Madeleine Fleming

Dr. John Metson

David Monk

Marvin Sadowski

Wayne Stickley

Michael Walker

TORONTO HOUSING COMPANY INC.

BY-LAW NO. 1

A by-law respecting the organization of the Corporation

Section

No. SubjectPage

1.Definitions and Interpretation 1

2.Registered Office and Seal 1

3.Directors 1

4.Directors' Meetings 2

5.Officers and Personnel 2

6.Remuneration and Indemnity 5

7.Shareholder's Meetings 5

8.Shares and Transfers 5

9.Execution of Documentation 6

10.Banking and Fiscal Year 6

TORONTO HOUSING COMPANY INC.

BY-LAW NO. 1

A by-law respecting the organization of the Corporation

BE IT EFFECTED as a By-law of the Corporation as follows:

DEFINITIONS AND INTERPRETATION

1.(1)In this by-law, and in all other by-laws of the Corporation, unless otherwise expressly indicated or clearly required by the context,

(a)"Board of Directors" means the Corporation's Board of Directors;

(b)"Business Corporations Act" means the Business Corporations Act of the Province of Ontario and every other statute amending the same or substituted therefor;

(c)"City" means the City of Toronto incorporated by the City of Toronto Act, 1997;

(d)"Corporation" means Toronto Housing Company Inc.;

(e)"Council" means the council of the City;

(f)"Director" means a director of the Corporation.

(2)In all by-laws of the Corporation where the context so requires or permits:

(a)the singular shall include the plural and the plural the singular;

(b)the word "person" shall include firms and corporations.

REGISTERED OFFICE AND SEAL

2.(1)The registered office of the Corporation shall be at such location in the City as the Board of Directors of the Corporation may from time to time decide by resolution.

(2)The seal of the Corporation shall be in the form appearing on the margin hereof.

DIRECTORS

3.(1)The Board of Directors shall have full power and authority to manage and control the affairs and business of the Corporation.

(2) Except insofar as stipulated to the contrary in the Corporation's constating Articles as same may be amended from time to time, the Corporation shall have a minimum of Nine (9) Directors and a maximum of Fifteen (15) Directors as determined by the most recent special resolution passed by the City in that behalf in accordance with the Business Corporations Act or as determined by such provisions of that Act as may otherwise be applicable.

(3)If the number of Directors of the Corporation is Fifteen (15),

(a)Three (3) shall be Members of the Council;

(b)One-Third (1/3rd) shall be residential tenants of the Corporation nominated by those tenants in accordance with a democratic process that has been determined by those tenants;

(c)Two (2) shall have been recommended by the following bodies or agencies, as indicated:

(i)Greater Toronto Apartment Association: 1 Director;

(ii)Ontario Non-Profit Housing Association: 1 Director;

(d)Five (5) shall in each case be persons having expertise in housing, recommended by the Board of Directors in accordance with a citizen nomination process adopted by them,

at the respective times of being elected or appointed as Directors.

(4)Subject to subsections (5), (6) and (7), a Director who is appointed shall hold office until the third annual meeting of the shareholder next following such election and/or until a successor is elected or appointed.

(5)Until such time as subsection (3) becomes applicable, the Directors named in the Corporation's constating Articles of Amalgamation shall each have a term of office continuing until the annual meeting next following the amalgamation and until a successor is elected or appointed.

(6)The fifteen Directors provided for in subsection (3) at the time when that subsection first become applicable shall hold office as follows:

(a)for those appointed pursuant to clause (3)(b), for one (1) year;

(b)for those appointed pursuant to clause (3)(a), for two (2) years;

(c)for all others, for three (3) years,

and/or, in each case, until their respective successors are appointed or elected.

(7)Any Director described in

(a)clause (3)(a) who ceases to be a Member of the Council; or

(b)clause (3)(b) who ceases to be a residential tenant of the Corporation,

shall be deemed simultaneously to have submitted to the Board of Directors a resignation from office, and the term of such office shall cease on appointment or election of a successor.

(8)If a vacancy occurs in a Director's office

(a)any person appointed to fill such vacancy by the remaining Directors in exercise of their powers to do so under the Business Corporations Act shall be a member of the category among those specified in clauses (3)(a), (b) and (d) and subclauses (c)(i) and (ii) to which the person's predecessor belonged and shall hold office for the unexpired term of that predecessor;

(b)the Board of Directors shall expeditiously advise the shareholder of the details of the appointment of any person by the remaining Directors to fill such vacancy.

DIRECTORS' MEETINGS

4.The calling, place and proceedings of meetings of the Board of Directors and committees of Directors shall be in accordance with the Corporation's procedural by-law in that behalf in force from time to time.

OFFICERS AND PERSONNEL

5.(1)Each officer appointed by the Board of Directors shall, unless otherwise stipulated in this by-law or any resolution of the Board of Directors, have such powers and perform such duties as are usually imposed upon such officers of corporations and such as may be delegated to the officer by the Board of Directors or required by law.

(2)Without restricting the generality of subsection (1), the Board of Directors shall appoint from time to time

(a)a President of the Board of Directors who is a Director and who

(i)shall advise the Chief Executive Officer as to the agenda for all meetings of the Board of Directors;

(ii)consult with the Chief Executive Officer as to the time and place of all rescheduled or special meetings of the Board of Directors; and

(iii)act as chairman of all meetings of the Board of Directors;

(b)a Vice-President of the Board of Directors who is a Director and shall, in the absence of the President, carry out the duties of the President;

(c)a Chief Executive Officer of the Corporation who shall

(i)subject to the authority of the Board of Directors, be responsible for:

(A)the general day-to-day management of affairs and operations of the Corporation;

(B)the engagement, discharge and supervision of the staff of the Corporation other than those appointed by the Board of Directors, including the terms of employment and remuneration thereof; and

(ii)have the power to determine on the Corporation's behalf, in consultation with City staff, the extent of the services to be provided by the City to the Corporation, including all municipal staff to be assigned duties related to the Corporation's activities, the nature and extent of such duties and the accommodation to be provided for such purposes;

(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; and

(D)to write off uncollectible rents not in excess of $5,000.00 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 threemonths next following the end of such fiscal year;

(iv)determine, in consultation with the President, the agenda for each meeting of the Board of Directors;

(v)have the duty to make recommendations to the Board of Directors respecting emerging policy questions which require its decision and to report action taken pursuant to the Chief Executive Officer's mandate, after the event, when no new policy question has arisen;

(vi)when submitting written reports to the Board of Directors sign at the end thereof over the title "Chief Executive Officer";

(d)a Secretary of the Corporation who shall

(i)attend and ensure the proper performance of the secretarial function for all meetings of the Board of Directors;

(ii)enter or cause to be entered in records kept for that purpose minutes of all proceedings at meetings of the Board of Directors and all resolutions of the City passed as shareholder of the Corporation;

(iii)give or cause to be given, as and when instructed, all notices to the shareholder, Directors, officers, auditor and members of committees of the Board of Directors;

(iv)be the custodian of all books, papers, records, documents and instruments belonging to the Corporation and of the stamp or mechanical device generally used for affixing its corporate seal, except when some other officer or agent has been appointed for that purpose; and

(e)a Treasurer of the Corporation who shall

(i)keep proper accounting records in compliance with the Business Corporations Act;

(ii)under the direction of the Board of Directors, be responsible for

(A)the deposit of money;

(B)the safekeeping of securities; and

(C)the disbursement of the funds

of the Corporation;

(iii)render to the Board of Directors and any appropriate committee thereof, whenever required, an account of any of the transactions for which the Treasurer has been responsible under this clause (e), and of the financial position of the Corporation; and

(f)such other officers as the Board of Directors consider necessary for the conduct of the affairs of the Corporation, in each case for such term as it may specify (not extending, in the case of any officer who is a Director, beyond the term of the directorship) and if no term is so specified, the term shall be until

(g)in the case of an officeholder who is a Director, until the directorship expires; and

(h)in all cases other than those to which clause (g) applies, until the office becomes vacant or the officeholder's successor is appointed.

(3)The Board of Directors may delegate all or any of the powers of any officer to any other officer or Director.

(4)The Board of Directors may engage, or arrange for the services of, employees, agents and other personnel for the Corporation.

(5)If the office of Chief Executive Officer becomes vacant, the responsibilities thereof shall, pending the appointment of a successor by the Board of Directors, be carried out by such person as may be designated for the purpose in writing by the person who is, or who is authorized to act as, the City's Commissioner, Community and Neighbourhood Services.

REMUNERATION AND INDEMNITY

6.(1)The Board of Directors shall have the power to

(a)fix the remuneration payable to the Corporation's officers (other than those who are Directors) and employees;

(b)authorize the reimbursement of any Director or officer of the Corporation for reasonable expenses incurred in the performance of duties in that capacity.

(2)No further by-law or confirmation by the shareholder other than the confirmation of this by-law shall be necessary to provide for the remuneration, and reimbursement provided for in this section 6.

(3)To the maximum extent permitted by law, the Corporation shall indemnify

(a)every existing and former Director and officer of the Corporation; and

(b)every individual who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and each such individual's heirs, executors and administrators and estate and effects, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by each individual in respect of any civil, criminal or administrative action, suit or proceeding to which such individual or such individual's estate is made a party by reason of being or having been a director or officer of the Corporation or body corporate, as aforesaid, or for or in respect of any deed, matter or thing whatsoever, made, done or permitted by such individual in or about the execution of the duties of such individual's office, and all other costs, charges and expenses that such individual sustains or incurs in or about or in relating to the affairs thereof, except such as are occasioned by the individual's own wilful neglect or default or unlawful act or omission.

(4)The Board of Directors may at the expense of the Corporation place insurance

(a)to indemnify the Corporation with respect to its liability under the indemnity provided for in subsection (3); and/or

(b)to benefit any individual referred to in subsection (3) against any liability incurred by the individual acting in the capacity of

(i)a Director or officer of the Corporation; and/or

(ii)a director or officer of another body corporate, if so acting at the Corporation's request,

to the maximum extent permitted by law.

SHAREHOLDER'S MEETINGS

7.(1)The annual meeting of the shareholder shall be held at a time when the Council is meeting.

(2)The written material requisite for any annual or other shareholder's meeting shall be submitted to the City Clerk, and the inclusion of such material in the documentation distributed by the City Clerk to the members of the Council in connection with the meetings at which such documentation is to be considered, shall constitute the notice of such shareholder's meetings.

SHARES AND TRANSFERS

8.(1)Shares in the Corporation's capital stock shall be allotted to the City by resolution of the Board of Directors on such terms and conditions as the Board of Directors shall deem advisable.

(2)Any share certificates and any endorsement thereon shall be in such form as the Board of Directors may approve and each such certificate shall bear the signatures of a Director and the Secretary or an Assistant Secretary of the Corporation.

(3)The signatures described in subsection (2) may be engraved, lithographed or otherwise mechanically reproduced.

(4)Subject to the provisions of the Business Corporations Act and to the provisions, if any, of the Corporation's constating Articles as the same may be amended from time to time restricting the transfer of shares, all transfers of shares of the Corporation shall be made either in person or by attorney only on the books of the Corporation kept for that purpose and upon surrender of the certificate representing the shares to be transferred.

EXECUTION OF DOCUMENTATION

9.(1)All cheques and other negotiable instruments for the payment of money shall be signed by

(a)any one of the following officers of the Corporation:

(i)the Treasurer or the Treasurer's designate;

(ii)the Secretary,

and also by

(b)such other person, who need not be an officer of the Corporation and who may be a person described in clause (a), as the Board of Directors may from time to time designate,

in such manner as the Board of Directors may designate.

(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.

BANKING AND FISCAL YEAR

10.(1)The banking business of the Corporation shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board of Directors under such agreements, instructions and delegations of powers, subject to subsection 9(1), as that Board may from time to time prescribe or authorize.

(2)The fiscal year of the Corporation shall terminate on the 31^st day of December in each year.

IN FORCE BY VIRTUE OF clause 179(a) of the Business Corporations Act, R.S.O. 1990, Chapter B-16 and the Corporation's constating Articles of Amalgamation effective the 1^st day of January, 1999.

TORONTO HOUSING COMPANY INC.

BY-LAW NO. 2

A by-law respecting the borrowing of money

BE IT EFFECTED as a By-law of the Corporation as follows:

BORROWING/ISSUING SECURITIES/CHARGING

1.The Board of Directors may from time to time cause the Corporation to

(a)borrow money;

(b)issue bonds, debentures, debenture stock (both perpetual and terminable) or other securities;

(c)charge, hypothecate, mortgage or pledge any or all of the real or personal property, including book debts and unpaid calls, rights, powers, undertaking and franchises of the Corporation to secure any bonds, debenture stock or other securities, or any liability of the Corporation.

ADMINISTRATION

2.The Board of Directors may from time to time authorize any Director or Directors, officer or officers, employee of the Corporation or other person or persons whether connected with the Corporation or not,

(a)to make administrative arrangements with reference to the monies borrowed or to be borrowed in accordance with section 1, and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the Board of Directors may authorize; and

(b)generally to manage, transact and settle the administrative aspects of borrowing of money by the Corporation, subject to section 3.

EXECUTION OF DOCUMENTS

3.The Board of Directors may from time to time authorize any Director or Directors, officer or officers, employee of the Corporation or other person or persons, whether connected with the Corporation or not, to sign, execute and give on behalf of the Corporation all documents, agreements and promises necessary or desirable for the purposes described in sections 1 and 2 and in accordance with subsection 9(1) of By-law No. 1 of the Corporation to draw, make, accept, endorse, execute and issue cheques and other negotiable or transferable instruments, and the same and all renewals thereof or substitutions therefor so signed shall be binding upon the Corporation.

SUPPLEMENTAL POWERS

4.The powers hereby conferred shall be deemed to be in supplement to, and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its Directors or officers independently of a borrowing by-law.

IN FORCE BY VIRTUE OF clause 179(a) of the Business Corporations Act, R.S.O. 1990, Chapter B-16 and the Corporation's constating Articles of Amalgamation effective the 1^st day of January, 1999.

TORONTO HOUSING COMPANY INC.

BY-LAW NO. 3

A by-law respecting certain financial matters

BE IT EFFECTED as a By-law of the Corporation as follows:

AUDITOR'S REMUNERATION

1.The Directors of the Corporation shall have power, by resolution, to fix the remuneration of the Auditor of the Corporation appointed by the shareholder.

CONTINUATION OF RESERVES

2.(1)The Corporation shall

(a)continue to maintain the reserve accounts established by the Corporation's corporate predecessors "City of Toronto Non-Profit Housing Corporation" and "The Metropolitan Toronto Housing Company Limited" with the Corporation's bank and deposit therein each year monies equal to the annual credits allocated thereto pursuant to the Corporation's funding arrangements pending investment of such monies; and

(b)invest from time to time available monies in the reserve accounts described in clause (a) in such securities as may be acceptable to Canada Mortgage and Housing Corporation and the Ontario Ministry of Municipal Affairs and Housing, and for such purpose, debentures issued by the City of Toronto incorporated by the City of Toronto Act, 1997 or by any of the corporate predecessors of such City shall be deemed an eligible investment, subject to the approval of the said Canada Mortgage and Housing Corporation and the said Ministry.

(2)The monies of the reserves described in clause (1)(a) shall be applied as the Board of Directors may from time to time determine in accordance with the funding arrangements therein referred to.

TENANT BENEFIT FUND

3.(1)The Corporation shall

(a)continue to maintain with the Corporation's bank the interest-bearing account identified by the name "Tenant Benefit Fund" established by the Corporation's corporate predecessor "The Metropolitan Toronto Housing Company Limited" and deposit therein:

(i)proceeds from events held for the purpose of raising funds to benefit tenants described in subsection (2);

(ii)proceeds from fees from the use of common space in buildings formerly owned by such predecessor, including polling booths;

(iii)all donations, and grants appropriate for allocation, to such Fund; and

(iv)the proceeds of any investments made pursuant to clause (b);

(b)invest from time to time any funds deposited in the Tenant Benefit Fund described in clause (a) in such securities as may be permitted for trustees under the Trustee Act (Ontario) as amended from time to time.

(2)The monies of the Tenant Benefit Fund described in clause (1)(a) shall be applied to benefit the tenants at any of the buildings owned or operated by the Corporation in the manner and to the extent determined from time to time by the Board of Directors, which may delegate to representatives of such tenants the power to make such determination in accordance with principles determined by the Board of Directors.

IN FORCE BY VIRTUE OF clause 179(a) of the Business Corporations Act, R.S.O. 1990, Chapter B-16 and the Corporation's constating Articles of Amalgamation effective the 1^st day of January, 1999.

TORONTO HOUSING COMPANY INC.

BY-LAW NO. 4

A by-law respecting procedure relating to meetings

TABLE OF CONTENTS

Section

No. SubjectPage

1.Interpretation 1

2.Applicability 1

3.Election of Officers 1

4.Presiding Director at Board Meetings 1

5.Board Meetings: Time/Notice/Quorum 2

6.Notices 2

7.Public Meetings 3

8.Discussion 4

9.Agenda and Order of Business

(Board of Directors) 4

10.Voting 4

11.Reconsideration by Board 5

12.Board Minutes 5

13.Citizen Nominating Process 5

TORONTO HOUSING COMPANY INC.

BY-LAW NO. 4

A by-law respecting the procedure relating to meetings

BE IT EFFECTED as a By-law of the Corporation as follows:

INTERPRETATION

1.In this by-law, unless otherwise expressly indicated or clearly required by the context,

(a)"Committee" means any advisory or other committee, subcommittee or similar entity composed of Directors;

(b)"Meeting" means any regular, special or Committee meeting of the Board of Directors;

(c)"Municipal Act" means the Municipal Act of the Province of Ontario and every other statute amending the same or substituted therefor;

(d)"President" means the Director holding the office of President of the Board of Directors;

(e)"Secretary" means the person holding the office of Secretary of the Corporation;

(f)"Vice-President" means the Director holding the office of vice-president of the Board of Directors.

APPLICABILITY

2.(1)This by-law shall govern the calling, place and proceedings of Meetings of the Board of Directors and of Committees.

(2)If this by-law does not provide for any circumstance that arises in the proceedings of any Meeting, same shall be dealt with in the manner decided by the person presiding at the Meeting, except to the extent that the Directors present otherwise resolve.

ELECTION OF OFFICERS

3.(1)If the position of President or any other officer of the Corporation to be occupied by a Director becomes vacant, the Board of Directors shall within 60 days appoint a successor to such office.

(2)At any Meeting at which any officer is to be elected in accordance with subsection (1),

(a)the person who is presiding shall call for nominations for such office;

(b)no nomination shall be valid unless seconded and supported by the nominee's written consent to stand for the office;

(c)if there is only one person nominated in accordance with clause (b) for any office, such person shall be declared to have been elected thereto by acclamation;

(d)a determination may be made, following the closing of nominations, of a maximum time for any Director to speak thereto.

PRESIDING DIRECTOR AT BOARD MEETINGS

4.(1)The President, and in the President's absence the Vice-President, shall preside at each meeting of the Board of Directors.

(2)If the person who is to preside at a Meeting is not in attendance thereat within 15minutes of the time scheduled for the commencement thereof, the Directors then in attendance and constituting a quorum shall appoint one of their number to preside, and the Meeting shall proceed accordingly.

BOARD MEETINGS: TIME/NOTICE/QUORUM

5.(1)The Board of Directors shall at or prior to the beginning of each calendar year set a tentative schedule of regular Meetings of the Board of Directors for that year and, subject to subsections (6) and (7), adhere thereto.

(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)The President or any two Directors may convene a Meeting of the Board of Directors at any time by giving formal notice thereof in accordance with subsection (4).

(4)Notice of a Meeting of the Board of Directors shall be delivered or sent by facsimile or other form of written transmission to each Director not less than 24 hours before the time at which the Meeting is to take place, and shall set forth the time, place and matters to be dealt with thereat.

(5)Each Director shall make reasonable efforts to advise the Secretary as far in advance as possible of any Meeting which such Director expects not to attend.

(6)If the Secretary ascertains that there will apparently not be a quorum at a forthcoming regularly or specially scheduled Meeting of the Board of Directors, the Secretary shall, in consultation with the President and the Chief Executive Officer, take appropriate steps to advise all Directors of the cancellation or rescheduling thereof.

(7)If a regularly scheduled Meeting of the Board of Directors is cancelled pursuant to subsection (6) without being rescheduled, the next regularly scheduled Meeting thereof shall not be cancelled without being rescheduled.

(8)The quorum for a Meeting of the Board of Directors shall be a majority of the total number of all Directors, determined as if any vacancies had been filled.

NOTICES

6.(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 Corporation, including the copy of the most recent notice filed pursuant to the Corporations Information Act of Ontario.

(2)The Secretary of the Corporation may change or cause to be changed in the records of the Corporation the address of the shareholder (the City), 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 (including the regulations thereunder), the articles or by-laws of the Corporation or otherwise to the Corporation's shareholder (the City), 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's urban area 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.

PUBLIC MEETINGS

7.(1)Except as provided in this section, all Meetings shall be open to the public.

(2)The person presiding at any Meeting may expel any person for improper conduct.

(3)No Meeting or part thereof shall be held in camera or be otherwise closed in any way to the public unless

(a)the Board of Directors or Committee holding same has expressly so resolved, indicating as the grounds therefor that the general nature of the matter to be considered therein is whichever of those specified in clause (b) is applicable; and

(b)the subject matter being considered is

(i)the security of the property of the Corporation;

(ii)personal matters about an identifiable individual, including Corporation staff;

(iii)a proposed or pending acquisition of land by the Corporation;

(iv)labour relations or employee negotiations;

(v)litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation;

(vi)the receiving of advice that is subject to solicitor-client privilege, including communications necessary for that purpose;

(vii)the Board of Directors or Committee having the Meeting has properly authorized the Meeting to be closed under any Act of the Legislature of the Province of Ontario.

(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 subsection9(5).

(5)This section 7 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.

DISCUSSION

8.No Director shall

(a)speak on any subject other than the subject under discussion; or

(b)speak again to any item until all other Directors wishing to speak thereto have done so for the first time;

(c)disobey this by-law or a decision of the person presiding or of any Meeting on questions of order or practice or upon the interpretation of this by-law and if a Director persists in any such disobedience after having been called to order by the person presiding, such person shall forthwith put the question, no amendment, adjournment or discussion being allowed, that "such Director be ordered to leave for the duration of the Meeting", but if the Director apologizes, the Meeting may rescind such order.

AGENDA AND ORDER OF BUSINESS

(BOARD OF DIRECTORS)

9.(1)The Agenda for each meeting of the Board of Directors shall be determined in accordance with this by-law, by the Chief Executive Officer in consultation with the President, and any Director desiring the inclusion of a particular item (including an oral presentation to the Board) in any Agenda shall first consult with the Chief Executive Officer.

(2)The Secretary shall have prepared and printed for the use of the Directors at each regular Meeting of the Board of Directors all Agenda material, including a list thereof setting forth as the first item the Minutes of the previous Board Meeting and thereafter the other items to be dealt with, including the minutes of any Meeting of the Finance/Audit Committee not previously submitted to the Board.

(3)The business of the Board of Directors shall in all cases be taken up in the order in which it is set forth in the Agenda list, unless otherwise decided by the Directors.

(4)When an alteration of the order of business is desired for the convenience of a Meeting, such alteration may be made with the consent of a majority the Directors present, but the Directors shall not thereby delete any portion of the business which has been set out in the Agenda list.

(5)Notwithstanding the order of business described in subsection (1), where there are related items on an Agenda list, the Board of Directors may:

(a)deal with all such items together;

(b)deal with such items as they appear on the Agenda list; or

(c)refer the items for consolidation into one report.

(6)Declarations of interest in any Agenda item shall be made prior to any consideration of the item at the Meeting.

VOTING

10.(1)All persons constituting a Meeting, including the chair, shall each have one vote.

(2)Unless otherwise required by law or this by-law, all decisions at a Meeting shall be made by majority vote.

(3)All motions shall be moved and seconded before being discussed or put to a vote.

(4)Subject to subsection (5), a Meeting shall not be closed to the public during the taking of a vote.

(5)A vote may be taken in a Meeting or any part thereof closed to the public pursuant to clause 7(3)(b) if the vote is for a procedural matter or for giving directions or instructions to officers, employees or agents of the Corporation or persons retained by or under contract with the Corporation.

RECONSIDERATION BY BOARD

11.A motion to reconsider may not be made at the same Meeting at which the decision proposed for reconsideration was made without the consent of the Meeting.

BOARD MINUTES

12.(1)Unless otherwise decided by the Board of Directors, the minutes of each meeting thereof shall be submitted thereto for confirmation or amendment at its next regular meeting or as soon thereafter as is reasonably practicable.

(2)After the minutes of a previous meeting of the Board of Directors have been confirmed, or approved as amended in accordance with subsection (1), the person then presiding and the Secretary shall sign same.

CITIZEN NOMINATING PROCESS

13.The Board of Directors shall establish a nominating committee responsible for developing

(a)criteria for citizen members of the Board of Directors; and

(b)a process for providing the shareholder with advice regarding citizen appointments to the Board.

IN FORCE BY VIRTUE OF clause 179(a) of the Business Corporations Act, R.S.O. 1990, Chapter B-16 and the Corporation's constating Articles of Amalgamation effective the 1^st day of January, 1999.

TORONTO HOUSING COMPANY INC.

BY-LAW NO. 5

A by-law respecting the Sale of Real Property

BE IT EFFECTED as a By-law of the Corporation as follows:

DEFINITIONS

1.In this By-law:

(a)"Act" means the Municipal Act, R.S.O. 1990, c. M.45 and all regulations made thereunder;

(b)"land" means land as defined in the Act;

(c)"Land Register" means the public register of all real property owned or leased by the Corporation, maintained in accordance with section 4 as required by, and subject to all exceptions in, the Act;

(d)"real property" means land which is owned by the Corporation, other than a leasehold interest for less than 21 years;

(e)"sale" includes a lease of 21 years or longer, other than as part of an arrangement under which the leased real property is used for Corporation purposes without being surplus;

(f)"site" means an identified or identifiable parcel of real property; and

(g)"surplus" means real property which is no longer required by the Corporation.

PRECONDITIONS FOR SALES OF SITES

2.No binding arrangements for the sale of any site shall be authorized by the Board of Directors unless:

(a)it has by by-law or resolution declared same to be surplus at a meeting open to the public;

(b)it has obtained and considered at least one appraisal of the fair market value thereof that has not at the time of such authorizing become outdated, except where the Act has dispensed with the need for an appraisal; and

(c)notice of such sale has been given to the public in accordance with section 3,

but nothing herein shall prevent the entering into of arrangements for such a sale conditional on compliance with the requirements of this section.

PUBLIC NOTICE

3.(1)Where the Board of Directors has approved the manner or process of carrying out the sale of a site declared to be surplus in accordance with clause 2(a), notice to the public of the proposed sale shall be given in accordance with this section

(a)by the posting of a clearly visible sign on the site for a period of not less than 7 days; and/or

(b)by publication in a newspaper having circulation in the area of the site,

as the Board of Directors may determine.

(2)A notice of proposed sale given under clause (1)(b) shall contain at least the following information:

(a)a general description of the manner by which the sale will be carried out;

(b)location of the site by reference to municipal address or legal description or both;

(c)approximate size of the site by reference to dimensions and area, or both, and a brief description of any buildings or other improvements situate thereon;

(d)the date the property was declared surplus;

(e)the name, title, address and telephone number of the Corporation official(s) having information about the proposed sale; and

(f)the latest date by which enquiries may be made of any official described in clause (e).

(3)A notice of a proposed sale given by posted sign under clause (1)(a) shall contain at least the information described in clauses (2)(a) and (e).

LAND REGISTER

4.(1)The Corporation shall establish and maintain the Land Register, which shall contain the following information with respect to each site listed therein:

(a)the municipal address or a description of the location by reference to public roads;

(b)approximate size by reference to dimensions or area, or both;

(c)a brief description of all buildings and other significant improvements thereon;

(d)nature of the Corporation's interest (ownership/leasehold);

(e)whether the site is owned by or leased to the Corporation.

(2)The Land Register may for any site contain any information additional to that described in subsection (1) which the Chief Executive Officer of the Corporation considers relevant, including:

(a)a legal description;

(b)details, including duration, of any long-term lease or other right to occupy the site that has been granted by the Corporation;

(c)municipal tax data;

(d)mortgage details; and

(e)surplus status, if applicable.

(3)All reference to a site in the Land Register shall be deleted following the completion of a sale thereof where the Corporation retains no further ownership or leasehold interest therein.

(4)Unless otherwise determined by the Board of Directors, copies of any data in the Land Register shall be made available to any person requesting same at the same rate charged by the City for copies of documents under the control of the City Clerk.

IN FORCE BY VIRTUE OF clause 179(a) of the Business Corporations Act, R.S.O. 1990, Chapter B-16 and the Corporation's constating Articles of Amalgamation effective the 1^st day of January, 1999.

ATTACHMENT II

THIS MEMORANDUM OF AGREEMENT made in quadruplicate effective as of the 1^st day of January, 1999,

BETWEEN:

CITY OF TORONTO

hereinafter called "the City"

OF THE FIRST PART

- and -

TORONTO HOUSING COMPANY INC.

hereinafter called "the Housing Company"

OF THE SECOND PART

WITNESSES THAT:

WHEREAS the Housing Company is a municipal non-profit housing corporation incorporated under the Business Corporations Act (Ontario) whose sole issued share is owned by the City pursuant to section 13 of the Housing Development Act (Ontario), and the parties are desirous of documenting the Housing Company's mandate and the framework within which the Housing Company will operate in order to serve the City's interests as sole shareholder,

IN CONSIDERATION OF the mutual covenants herein contained, the parties hereto hereby agree as hereinafter set forth.

1.(1)The City recognizes the need and the right of the Housing Company to manage, through its Board of Directors, its business and its affairs in accordance with this Agreement.

(2)In managing its affairs, the Housing Company may properly

(a)enter into contracts, including, without restriction, financial agreements and mortgages;

(b)establish subsidiaries; and

(c)carry out other matters of business,

(d)establish, subject to subarticle 4(1) of this Agreement, its own operating and administrative policies, which may conform to those of the City in whole or in part where they meet the Housing Company's needs,

without seeking approval from the City.

(3)The Housing Company shallhave the latitude to decide for itself its needs for professional service and to make arrangements for such services, including legal, financial and investment services from such source in each case as its Board of Directors determine to be desirable, but where such services are obtained from the City, the Housing Company and the City shall by written agreement stipulate the terms for such services, including the fees payable by the Housing Company to the City and the means by which the Housing Company shall hold the City accountable for delivering satisfactory services.

2.(1)In establishing its policies, plans and directions, the Housing Company shall adhere to the Mission Statement and the Statement of Values and Beliefs set forth in Schedule "A" attached to this Agreement, as same may be amended from time to time in accordance with subarticle (2) hereof (collectively hereinafter referred to as "the Principles").

(2) The Housing Company shall not replace, or make any material amendment to the Principles without the prior written approval of the City.

(3)The Housing Company shall expeditiously advise the City Clerk in writing of each minor amendment to the Principles.

3.The Board of Directors of the Housing Company shall be responsible for protecting the integrity of the assets of the corporation, and for ensuring that annual operating funding is sufficient to sustain such assets and the social housing programmes with which they are associated.

4.(1)The Housing Company shall follow the administrative policies of the City set forth in Schedule "B" attached to this Agreement and such others as the City Council may expressly make applicable to the Housing Company from time to time.

(2)The City shall consult with senior staff of the Housing Company on matters that may potentially affect the operations or business of the Housing Company where the disclosure involved in such consultation is not restricted by confidentiality requirements.

5.(1)From time to time as appropriate the Housing Company shall advise the City Clerk in writing of its strategic and long-term business plans for the information of the City Council.

(2)For purposes of accountability to the City Council, the Housing Company shall submit to the City Clerk annually a written report on its overall financial and service performance.

(3)In recognition of the Housing Company's broader accountability to the community, its tenants, and other stakeowners, the Housing Company shall make available to the public an annual report on its overall financial and service-providing performance.

6.(1)It is understood that

(a)the City will not be expected to provide financial support for the Housing Company in excess of funding pursuant to social housing programme or other agreements in effect between them from time to time;

(b)if the City directs the Housing Company to undertake any additional activities, developments or enterprises beyond those covered in the agreements documenting the Housing Company's social housing programmes, it shall reasonably compensate the Housing Company for any net losses caused thereby.

(2)When the Housing Company's financial statements are submitted to the City at its annual shareholder meeting, the Housing Company shall demonstrate on the basis thereof and of such other information as it may present for the purpose that

(a)the Housing Company's reserves are adequate, so that no need for excess funding as mentioned in clause 6(1)(a) exists, otherwise the Housing Company shall

(i)provide details of a plan in place to address any unfunded liability without requiring the City to supplement the capital of the Housing Company; or, if such a plan is not feasible,

(ii)advise the City of the liability that could potentially accrue to the Housing Company as a result of the inadequacy;

(b)the Housing Company's ongoing operating finances are balanced and that the reserves will not be, or have not been, unduly depleted by any deficits so as to weaken the ability of the Housing Company to finance itself through its revenues and anticipated levels of social housing programme subsidies.

(3)The Board of Directors of the Housing Company shall provide to the City such additional information as it may require from time to time in connection with clauses (1)(a), (2)(a) and (2)(b) hereof.

7.(1)Designated officials of the City and senior staff of the Housing Company shall annually review the general conduct of the relationship between the City and the Housing Company and formulate any required actions or, subject to mutual assent, amendments to this Agreement.

(2)Only the City Council may, on behalf of the City, authorize an amendment of, or other departure from, the terms of this Agreement

IN WITNESS WHEREOF the parties hereto have hereunto affixed their respective seals attested to by the hands of their respective proper officers in that behalf duly authorized.

SIGNED, SEALED AND DELIVERED)CITY OF TORONTO

)per:

)

)City Clerk

)

)

)

)

)Treasurer

)

)TORONTO HOUSING COMPANY INC.

)per:

)

)

)Chief Executive Officer

)

)

)

)Secretary

SCHEDULE "A"

to the Agreement effective the 1^st day of January, 1999, between

TORONTO HOUSING COMPANY INC.

- and -

CITY OF TORONTO

Principles

Mission Statement

Toronto Housing Company Inc. provides high-quality housing environments for low and moderate-income tenants. The company is committed to healthy and sustainable tenant communities, in which tenants and staff see their diversity as their strength and tenants participate fully in shaping their communities.

Values and Beliefs

1.We believe that tenants and applicants are our primary customers and are entitled to quality housing and to prompt and courteous service.

2.We believe that competent and knowledgeable staff, with the authority to make decisions at the front line, will provide quality service.

3.We believe that all applicants for housing must be informed of the range of housing options available to them and be given as much information as is possible to ensure informed decisionmaking.

4.We believe that the age, culture, ethnicity, race, family traditions, community, language, sexual orientation, abilities and spiritual beliefs of applicants and tenants must be respected in all planning and delivery of services.

5.We believe that healthy tenant communities are enriched by partnerships between tenants, staff and the broader community.

6.We believe that we must have a strong and sustainable financial base for our organization and we will seek out new ways to enhance the financial health of our organization.

7.We believe that we must maintain our buildings at the standard of repair necessary to ensure the future viability of the assets in meeting the needs of low and moderate income households.

8.We believe that we have a responsibility to operate as efficiently as possible and deliver a quality service at an affordable cost.

9.We believe that we have a responsibility to exercise leadership in the social housing sector, always looking to new and innovative ways to meet housing needs.

10.We believe that we must continue to play a role in promoting the development of new affordable housing stock.

SCHEDULE "B"

to the Agreement effective the 1^st day of January, 1999, between

TORONTO HOUSING COMPANY INC.

- and -

CITY OF TORONTO

City Policies to be Implemented by the Housing Company

1.(1)The Housing Company shall

(a)operate and act in a manner consistent with the intent of the City's policies respecting social housing and related objectives;

(b)where it is supervising and managing employees of the City assigned to it, follow, subject to subparagraph (2) hereof, the City's human-resources policies.

(2)The City shall when requested by the Housing Company negotiate in good faith with respect to exceptions to or waivers of the requirements of clause (b) of subparagraph (1) hereof, having regard to the Housing Company's need for flexibility and discretion in the requirements of its social-housing operations.

2.Where clause (1)(b) of this Schedule is applicable, the City shall involve appropriate staff of the Housing Company in decisions relating to any pending changes in the collective agreements affecting the employees concerned.

3For each social-housing agreement to which the Housing Company is a party and under which the City is the funder as a result of downloading, the Housing Company shall comply with the reporting requirements of the City in the same manner as other providers of social housing being funded by the City without being required to furnish additional information other than as called for in the above-captioned Agreement.

4.The parties shall consult with each other regarding plans about the use of office and real property and information technology so that opportunities for collaboration can be identified and implemented.

5.The Housing Company shall keep the designated City officials (currently the General Manager, Shelter, Housing and Support Division, and the Commissioner of Community and Neighbourhood Services) informed concerning matters of interest to the City, City Council and its committees.

6.(1)The Housing Company shall provide the City with its expertise and advice related to housing management, operations or development where reasonably requested.

(2)Senior staff of the Housing Company shall respond reasonably to requests for information and reports, and participation in groups or at meetings from designated City officials.

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The following persons appeared before the Community and Neighbourhood Services Committee in connection with the foregoing matter:

-Ms. Sandy Nimmo, Tenants Associations Council of Toronto; and submitted a brief in regard thereto; and

-Dr. John Metson, Chair, Board of Directors, City of Toronto Non-Pofit Housing Corporation and The Metropolitan Toronto Housing Company Limited.