2. TIRHC BY-LAW #1
BY-LAW NO. 1
a by-law relating to the conduct of the affairs of Toronto Island Residents Housing Co-operative Inc. (“the Co-operative”)
The Co-operative has been formed to provide affordable rental accommodation to its resident members on a non-profit basis.
The Co-operative’s permanent by-laws will be considered and adopted when the resident members of the Co-operative have been determined. The resident members will participate in the process of developing the permanent by-laws.
The Co-operative wants to empower the Board of Directors to transact the affairs of the Co-operative until the permanent by-laws are adopted.
Members are all individuals who have become members as of the date of the passing of this bylaw. Categories of membership are described further in By-law #2.
Members will adopt a summary development proposal, as developed by the Board. Fundamental changes to the summary development proposal will be brought to the membership for approval.
3. BOARD OF DIRECTORS
The Board of Directors will consist of five (5) members of whom three (3) will constitute a quorum for the transaction of business. Directors will serve a two-year term, and half of the directors will be elected each year at the annual general meeting. Nominations will be made at the meeting. Sections 90 and 91 of the Co-operative Corporations Act (the Act) state the election procedures that will be used.
The Board will conduct and manage the affairs of the Co-operative. Except where the Act otherwise provides, the directors may pass a resolution to approve or provide for any act which can be done by the Co-operative and authorize any commitment, contract or other obligation on the part of the Co-operative.
4. POWERS OF DIRECTORS
Without limiting the generality of paragraph 3, the directors will have the following specific powers:
(a) The directors may admit any people to membership in the Co-operative, in accordance with By-law No. 2. The directors may adopt criteria for admitting members. Admittance to membership will not be unreasonably withheld or be discriminatory.
(b) The directors may authorize the acquisition by the Co-operative of real and personal property.
(c) The directors may retain or employ on behalf of the Co-operative any consultants, project managers, accountants, lawyers, employees and other persons on such terms as they may deem fit.
(d) The directors may enter into any contracts on behalf of the Co-operative relating to the construction, acquisition or improvement of land and housing and the financing thereof.
(e) The directors may borrow money upon the credit of the Co-operative by obtaining loans or advances or otherwise, whether secured or unsecured, on such terms as they may deem fit.
(f) The directors may charge, mortgage, or pledge all or any of the real or personal property of the Co-operative, to secure any securities or any money borrowed or other debt or any other obligation or liability of the Co-operative.
(g) The directors may apply for and obtain start-up and project development funding, apply for mortgage insurance , enter into operating agreements to receive subsidies, or any other agreements which they may deem appropriate.
(h) The directors may do all acts and things, execute all documents and make all commitments necessary or appropriate for the purposes of any of the foregoing.
(i) The directors may enter into agreements with the governments of Canada, Ontario and the Municipality of Toronto and/or their agencies. While any such agreement is in force or loan is outstanding, all applicable requirements under the appropriate legislation and all obligations under the agreements and all the conditions of the loans are binding on the Co-operative.
(j) The powers listed in this by-law are intended to supplement and not be a substitute for any powers to borrow money for the purposes of the Co-operative possessed by its directors or officers independently of this by-law.
5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) The directors and officers of the co-operative will be indemnified and saved harmless by the Co-operative from and against any liability and all costs, charges and expenses that are sustained or incurred in respect of any action brought against them for or in respect of any action, suit or proceeding that is proposed or commenced against them for or in respect of anything done or permitted by them in respect of the execution of the duties of their offices.
Notwithstanding the above, no directors or officers of the Co-operative will be indemnified by it if they, or any of them, are adjudged to be in breach of any duty or responsibility imposed under the Act or under other statute unless, in an action brought against them in their capacities as directors or officers, they have achieved complete or substantial success as defendants. The Co-operative will enter into an agreement with all the directors and officers indemnifying them and saving them harmless in accordance with the provisions of this by-law.
(b) The Co-operative may purchase and maintain any insurance for the benefit of its directors and officers as the Board may from time to time determine, except insurance against liability, cost, charge or expense of a director incurred as a result of a contravention of Section 108 of the Act.
6. AGREEMENTS TO BE SIGNED BY DIRECTORS
All directors must sign an Agreement to be a Director at the beginning of their term of office. This agreement will include provisions about ethical conduct, including confidentiality.
Sometimes directors discuss confidential matters and learn confidential information. Directors must keep this information secret and not pass it on to anyone else. Confidential matters are:
· personal and financial information about members and residents
· personal information about co-op employees
· information about co-op business which should be kept secret to protect the
a) Meetings of the directors and the members will be held at any place as the Board may deem fit and may be called by any director. The directors will not be reimbursed for expenses in attending a meeting of the directors or committee of the Co-operative, where such meetings are held within 10 kilometres of the Co-operative office. At least seven days notice of each directors meeting will be given by telephone, facsimile, electronic mail, or by leaving written notice at a director's place of residence, except in case of emergency where all directors consent to holding a meeting with lesser notice.
b) The Board of Directors will give notice for and hold general meetings of the Members at least annually.
c) Quorum for members' meetings will be 10 members.
The directors will elect from among their number a president, vice-president, secretary, treasurer, and delegate to co-operative housing sector organizations.
The officers and directors will serve without remuneration, but will be reimbursed for any reasonable duly authorized expenses incurred in carrying out the business of the Co-operative.
9. FISCAL YEAR
The fiscal year of the Co-operative will commence on the first day of January of each year and end on the last day of December in the same year.
10. EXECUTION OF DOCUMENTS
Any cheques, agreements, contracts, agreements of purchase or sale or assignments thereof, deeds, transfers, mortgages, assignments of rent, and all and any other documents which the Co-operative is empowered to enter into may be executed on behalf of the Co-operative by any two of the directors and officers, or by any other persons authorized by resolution of the Board, who may affix the corporate seal thereto.
Any persons signing such documents will satisfy themselves as to the contents thereof within the limits of any authorizing resolution. The signature of any document in the manner set out in this paragraph will be deemed in favour of third parties to be conclusive evidence that the execution and delivery of such document was duly authorized by the Co-operative. Notwithstanding the foregoing, no director or officer will execute any such document unless such execution has been properly authorized.
PASSED by the Board of Directors and sealed with the corporate seal of the Toronto Island Residents Housing Co-operative Inc. this 11th day of April, 2013.
TORONTO ISLAND RESIDENTS HOUSING CO-OPERATIVE INC.
CONFIRMED by at least two-thirds of the votes cast at a general meeting of members of the Toronto Island Residents Housing Co-operative Inc., this 18th day of June, 2013.
TIRHC BY-LAW #2