1. ORGANIZATIONAL BY-LAW
This By-law contains the rules under which the Golden Horseshoe Co-operative Housing Federation operates. The Co-operative Corporations Act regulates how the Federation must be run. Certain parts of the Co-operative Corporations Act contain rules which are not included in this by-law. You should refer to them when appropriate. After some of the terms in this By-law we have included in brackets the sections of the A Act@ that apply to that term.
1.1 Interpretationsa) In these By-laws and elsewhere, the Golden Horseshoe Co-operative Housing Federation may be referred to as A GH-CHF@ or the A Federation@ .
b) The word A Act@ shall mean the Co-operative Corporations Act, RSO 1996.
c) The word A member@ shall mean the member organization or its delegate or alternate (when acting as delegate).
d) In these By-laws, unless the context requires otherwise, the singular includes the plural and vice versa.
e) In these By-laws, any term defined in the Act will have the meaning as used in the Act.
f) A By-law@ means any by-law of the Federation in force at the time.
1.2 Priority of this By-law
a) This By-law takes the place of all previous by-laws or resolutions of the GH-CHF. Any future by-law can only amend this by-law if the future by-law states that it is doing so.
b) If there is a conflict between documents, the documents will govern in the following order:
1.3 Location of Head Office
a) The head office of the Federation will be located at such a place approved by the Board of Directors.
b) Should the federation be dissolved, after payment of all debts and liabilities, the Federation= s remaining property will be distributed to a Canadian charitable housing organization of the Director= s choice.
1.4 Mission Statement
a) To provide a forum for communication, information sharing and skills exchange for the betterment of the co-operative community.
b) To provide a better understanding of the principles of co-operation among co-op members, staff, politicians and the communities where co-ops are located.
c) To provide a collective voice for the housing co-ops in the region served.
d) To enter into activities and contracts which will benefit housing co-operatives individually and collectively.
1.5 Human Rights
The Federation is not discriminatory, and abides with the principles of the Human Rights Code.
2.1 Applying for MembershipTo become a member you must:
2.2 Membership Categories
a) Full Membership
Organizations eligible for full membership in the Federation can be housing co-operatives, staff organizations and operational services groups.
i) Housing co-operative means a corporation that:
ii) Staff Organization means a corporation that:
iii) Operational Service Group means a corporation that:
b) Affiliated membership
The Federation has membership categories that have all the rights of membership except that they cannot vote at general members= meetings, serve as a Director or be a chairperson of a committee, task force or working group. Affiliated memberships include Associate members and Honourary members.
i) Associated members are individuals or organizations who support the concept of co-operative housing and are not affiliated with an organization eligible for full membership.
ii) Honourary members are individuals who have been recognized for their significant contribution to the Federation.
2.3 membership Dues
Each member must pay annual membership dues. The Board and the members decide on the amount and terms of these dues.
2.4 Transferring Membership
A member cannot transfer membership from one category to another without Board approval.
2.5 Withdrawing Membership
A member can withdraw from the Federation by giving six months notice to the Secretary of the Federation. No refund of paid dues will be granted.
A member will be deemed to have given notice if they have not remitted their annual dues 30 days after the start of the membership year and have not contacted the Federation to confirm their intention to remain members.
2.6 Expelling a Member
The Board can expel any member for just cause, provided that the procedure for expulsion is in accordance with the Act (Section 66). The reasons for expelling a member include:
...................................................3. MEETINGS OF MEMBERS
3.1 Place of MeetingsMeetings will be held within the area served by the Federation and will be conducted according to these by-laws.
3.2 Annual Members= Meetings
The Federation must hold an annual members= meeting no later than:
3.3 Regular Members= Meetings
The Board must call regular meetings of the members. The members decide how often meetings will be. There must be at least one meeting per year.
3.4 Special Members= Meetings
The Board can call special members= meetings at any time. The notice of the meeting must state the business that the Board wants to deal with.
3.5 Notice of Meetings
Notice of meetings must be mailed to each member at least 10 days before the date of the meeting.
3.6 Meeting Agenda
a) The agenda for each annual meeting must include:
The agenda usually includes the election of Directors and reports from the Board, committees and staff.
b) The agenda must also include the general nature of any other business to be dealt with at the meeting. Members can raise any matter at a meeting but they cannot vote on it if it was not included in the agenda.
a) At any general members= meeting, 20% of full members must be present to make quorum so that business may be conducted. If quorum is not present within 30 minutes of the starting time of the meeting, the meeting is formally dissolved. Discussion of the agenda may be held if the members present agree, but no resolutions may be passed.
b) If members have requisitioned a meeting and there is no quorum present 30 minutes after the meeting was scheduled to start, the meeting must be called off. Those present do not have the right to continue the meeting as in 3.7 a. The Board does not have to call another meeting in response to the requisition.
3.8 Attendance by Non-members
a) Employees of the Federation who are not members have the right to attend and speak at members= meetings unless the members decide otherwise.
b) Other non-members can attend and speak at meetings only if the chair gives permission. The members can reverse the chair= s permission. Non-members cannot vote or make motions.
3.9 Record of Meeting
The Secretary is responsible for recording the names of all persons who attend member= s meetings and the recording of the minutes.
a) The President, or Vice-President, shall normally chair the meeting.
b) If the President and Vice-President are still absent 10 minutes after the meeting is scheduled to start, the members must choose a chairperson from amongst those present.
c) The President or Vice-President can recommend the approval of another person to chair a members= meeting.
3.11 Conduct of Members= Meetings
Unless an alternative method is decided upon at the beginning of the meeting, the meeting will be conducted by the rules set out in the Act, or by Robert= s Rules of Order, or by Joel Welty= s Book of procedures, as decided by the Board of Directors.
a) Each member organization in the Federation can appoint a delegate and alternate to attend the meetings. The member will notify the Federation of their appointments by submitting a completed Delegate/Alternate Registration.
b) Each member of the Federation has 1 vote which can be cast by either the delegate or the alternate.
c) Delegates or alternates who are unable to vote cannot appoint someone else to vote for them. Proxy votes are similarly not allowed.
d) A majority vote is needed to make any decision unless a by-law or the Act states differently.
e) A two thirds majority is needed to pass or amend by-laws.
f) An abstention is not counted as a vote. A tie vote defeats the motion.
g) The chairperson will not vote unless:
.............................................................4. MEMBER CONTROL
4.1 Powers of Board and Members
a) The Board runs the business of the Federation. The members do not do this directly. The powers of the members include:
b) The Act allows members= meetings to make decisions if:
4.2 Requisition for Passing a By-law Or Directors= Meeting
a) Ten percent of the members can requisition the Directors to pass any by-law or resolution. They must sign and deliver a notice to the Federation office. The notice must state the wording of the by-law or resolution.
b) The Board does not have to comply with the notice. If it wishes to comply, it must pass the by-law or make the decision within 21 days. If confirmation is required, the Board must also call a members= meeting to confirm it within the 21 day limit, or put it on the agenda for a meeting that has already been called. The meeting does not have to be held within the 21 day limit. If the Board does not wish to comply with the notice any of the members who requisitioned the meeting can call a members= meeting for that purpose. This members= meeting has the full power to pass the by-law or make the decision. This is the only way that members can adopt a by-law that the Board has not passed.
c) The rules for these requisitions are in section 70 of the Act.
4.3 Requisition to put a Resolution on the Agenda of a Members=Meeting
a) Five percent of the members can requisition the Directors to put a resolution on the agenda for the next members= meeting. They must sign and deliver a notice to the Federation office. The notice must state the wording of the resolution. This notice may include an explanation of the resolution of no more than one thousand words. The Board will include this with the notice.
b) This procedure does not allow the members to:
It does allow members to remove a Director under 5.7 of this by-law.
c) The rules for these requisitions are in section 71 of the Act.
4.4 Requisition for a Members= Meeting
a) Five percent of the members can requisition the Directors to call a meeting for any purpose that is:
They must sign and deliver a notice to the Federation office. The notice must state the purpose for calling the meeting.
b) The Board can include the business of the requisitioned meeting as part of any meeting that is scheduled during the time period stated in Section 79 of the Act. It is not necessarily a separate meeting.
c) This right to requisition does not allow the members to pass a by-law unless the Board has already passed it. This procedure is to be used when the Board is not calling members= meetings as often as it should. It does not give the members any authority which they do not already have.
d) The rules for these requisitions are in Section 79 of the Act.
........................................................5. BOARD OF DIRECTORS
5.1 Powers and Duties of the Board
a) The Board manages and directs the business of the Federation. It can use all the powers of the Federation, unless the Act or the by-laws say that a member= s meeting is needed to decide on a specific matter.
b) The Board must obey the Co-operative Corporations Act, the Articles of Incorporation and the by-laws of the Federation.
c) The Board can act only by making decisions at Board meetings that meet the requirements in this by-law.
d) The Board must carry out its responsibilities diligently.
e) The Board can give employees of the Federation whatever authority it sees fit to manage the business of the Federation.
5.2 Number of Directors
The Board will consist of a minimum of 6 and a maximum of 9 Directors as follows:
The delegates, or alternates, from each member category can only vote for the directors that will represent that category.
5.3 Qualifications / Eligibility
a) A candidate for the Board
b) A majority of Directors must be residents of Canada.
c) A Director must be a member, Director or officer of a corporate member of the Federation.
d) A Director elected to represent a membership category must be a member, Director or officer of a member approved within that membership category. This requirement can be waived as stated in 5.10 b.
e) A Director must leave office if that Director no longer meets any of the above qualifications. When a Director is disqualified, the members who belong to the category which elected that Director can elect a new Director to complete the term at a general members= meeting.
5.4 Term of Office
Directors serve for a 2 year term. The terms will be staggered.
Each Director shall serve until the beginning of the first Board meeting following the election or appointment of a successor.
5.5 Electing Directors
a) Members elect Directors. Normally, elections take place at the annual meeting, but they can be scheduled for another meeting.
b) The voting is by ballot
c) Members must vote for the number of positions available. Any ballot that does not contain the necessary number of votes will be disqualified.
d) Members can distribute the votes among the candidates in any way. No candidate can receive more than one vote from any delegate or alternate.
e) Members can vote only during a proper meeting. There must be a quorum present from the time the ballot box is open until the final vote is cast. There does not have to be a quorum present while the votes are being counted or when the results of the vote are announced. If there is a tie and a quorum is no longer present, then the Board must call a new meeting to complete the election.
5.6 Election Procedures
a) Notice of the positions to be filled will be given with the agenda or notice of meeting.
b) The chair can perform the duties of the election officer or appoint someone else.
c) Members can nominate candidates at the meeting. Any eligible members may stand for election, (self-nominated).
d) Ballots will be counted by at least two scrutineers appointed by the members.
e) The candidates who receive the greatest number of votes are elected to the Board. The election officer announces the results.
f) A second election must be held immediately if there is a tie for the final position on the Board. In the second election only the candidates who were tied for the final position can be on the ballot.
g) If a quorum is present any member can ask to have a recount immediately after the results are announced. The count will be done in front of the members present. The detailed results of a recount will be announced.
h) After the election, the election officer must return the ballots to the ballot box. The ballots must be kept in a sealed container in the Federation office for 7 days. Then the officer can destroy the ballots.
i) During the 7 day period, 10 per cent of the members can requisition a special members= meeting to recount the votes. If this happens, the ballots must be kept until the requisitioned meeting. A recount will happen as described in 5.6 of this by-law.
5.7 Directors can Recommend Removal
a) The Board can recommend that members remove a Director if the Director
b) The Board must give written notice to the Director of the Board meeting held to discuss the recommendation. The notice must state:
c) Notice must be given to the Director at least 7 days before the meeting.
d) The Director can appear and speak at that Board meeting. The Board decides and votes on the recommendation without the Director present.
e) If the Board votes to recommend the removal of a Director, it must present a resolution to the next members= meeting. The members must then make the final decision.
5.8 Members can Remove Directors
a) Each member group can remove a Director elected by that member group before the Director= s term ends.
b) The majority of the delegates or alternates who represent the group must vote to remove a Director. They must vote at a general members= meeting called for that purpose.
c) Notice that a motion will be made to remove a Director must be given at least 10 days before the meeting.
d) A motion to remove the entire Board will not take effect until such time as an election to replace the Directors can take place.
5.9 Resigning from Office
a) A Director can resign by giving written notice delivered to the Federation office.
b) The resignation will not take effect until the Board accepts it. The Board must accept any resignation at the first meeting after it is received, unless it is withdrawn.
c) Where a Director loses eligibility their status as a Director will be terminated immediately and deemed to have been accepted by the Board.
a) When members remove a Director, the members of that membership category can elect any qualified person to replace the Director for the rest of the term of the former Director. If the members do not do this, then 5.10 b applies.
b) When vacancies occur for any other reason, an election must be held at the next general members= meeting.
c) If no quorum of Directors remains in office, the remaining Directors must call a members= meeting to fill the vacancies. At that meeting the members elect Directors to serve the rest of the terms of the former Directors.
5.11 Board Meetings
a) Board meetings must take place in the area served by the Federation.
b) The Board must hold regular meetings on a date decided at the previous meeting, or at a regular time set by the Board. There is no need to give notice of regular meetings. The agenda and relevant material will be delivered to the Directors no less than 48 hours before the meeting.
c) The Board can hold special meetings. A special meeting can be called by a decision of the Board, by the President or Vice-President, or by a quorum of Directors. Each Director must be given at least 3 days notice. The notice must state the general nature of the meeting= s business. No agenda or material need be distributed prior to the meeting.
d) Directors can give up their right to a notice. This must be done in writing
e) No notice of a meeting is necessary for newly elected or appointed Directors if:
f) The chair of the Board meetings can be either the President or another person chosen by the Board.
g) A majority vote is needed to make decisions unless this by-law states differently.
h) This by-law= s procedures for members= meetings and the Rules of Order also apply to Board meetings except when this by-law states differently.
a) Quorum means the minimum number of Directors who must be present for a Board to hold a meeting and make decisions. A quorum must be present to transact any business.
b) Quorum will be 5 members of the Board.
a) The Board must elect a President, a Vice President, a Corporate Secretary and a Treasurer once a year or more often, if necessary. The Board can elect other officers if they consider it necessary.
b) The President must be a Director of the Federation who has been elected by housing co-operatives.
c) The Vice-President must be an elected Director.
d) Other Officers need not be elected Directors so long as they are a member, Director, or officer of a corporate member of the Federation.
e) Officers must be elected by a vote of the majority of the Board members present.
6.2 Duties of the Officers
The Board decides what powers and duties the Officers will have. These powers and duties must follow the terms of this By-law.
6.3 Duties of the President and Vice-President
a) The President:
b) The Vice-President performs all the duties of the President when the President is absent, refuses to act as President or is unable to act as a President.
c) The President and Vice-President work together to carry out the above responsibilities. They decide how they will share them. They review their roles regularly to make sure they are carrying out all their responsibilities.
6.4 Duties of the Corporate Secretary
a) The Corporate Secretary must ensure that:
b) The Corporate Secretary must also ensure that these records be kept:
6.5 Duties of the Treasurer
a) The Treasurer must understand and review the Federation= s finances and report on them to the Board and the members. The Member Services Co-ordinator is responsible for the day-to-day management of the Federation.
b) The Treasurer must ensure that:
c) Credit unions will be the preferred financial institution for the Federation.
6.6 Transfer of Powers
The Board can transfer all or any of the powers of an Officer to another Director if the officer is absent or unable to act. A majority of the Board members present must agree to this transfer.
6.7 Directors can remove Officers
a) A majority of the Board members present can remove the title and duties of any officer by resolution at any time, and for any reason. Notice of this decision must be given to all Directors.
b) The Officer is entitled to the opportunity to be heard at the meeting.
6.8 Resignation of Officers
An Officer can resign by giving written notice to the President or the Federation office. The resignation takes effect when the Board accepts it. The Board must accept any resignation at the first meeting after it is received, unless it is withdrawn.
If, for any reason, any office becomes vacant, The Directors will, by resolution, elect or appoint a person to fill such vacancy.........................................................................................7. Staff
7.1 Employment of Staff
a) The Board:
b) The Member Services Co-ordinator cannot hold a seat on the Board.
7.2 Supervision of Staff
a) The Board is the final authority for the Federation in relation to employees. It sets the terms of employment.
b) The employees work under the instructions of the Board. The personnel policy or job description may state that some employees will work under the instruction of a senior employee.
c) Employees must provide any information about their position that the Board asks for.
7.3 Management Reviews
The Board must regularly review the management and administrative structure of the Federation. It can make any changes to increase the ability of the Federation to reach the objectives contained in the Articles of Incorporation.
..........................................8. Liability, Legal Costs, Insurance8.1 Liability of Directors and Officers
The rules for the liability of Directors and Officers are in Section 110 of the Act.
a) Directors and Officers can be legally responsible for their actions if they do not perform their duties, or disobey any terms of the Act or any other law.
b) If Directors or Officers perform their duties in the best interests of the Federation, and obey the Act and any other law, they will not be legally responsible for matters that are out of their control
8.2 Legal Costs of Directors
The rules for the compensation of Directors and Officers are in Section 110 (1) of the Act.
a) If Directors and Officers have acted legally and performed their duties in the best interests of the Federation, the Federation will compensate them for all legal costs. This applies to the Directors= .. heirs, and personal and legal representatives.
b) Even if there is a question about the performance of their duties or the legality of their acts, the Federation will compensate Directors and Officers for legal costs if they successfully defend themselves.
8.3 Legal Costs of Employees and Agents
a) Employees and agents of the Federation can be legally responsible for their actions if they disobey any terms of the Act or any other law.
b) If they have acted legally and in the best interests of the Federation, the Federation will compensate them for all legal costs.
c) If an employee or agent reaches a settlement before the end of any legal action, that does not necessarily mean that the employee or agent acted illegally.
8.4 Compensation After a Successful Defence
The rules for compensation after a successful defence are in Section 110 (2) of the Act.
If Directors, Officers, employees or agents successfully defend themselves in any legal action, the Federation will compensate them for all legal costs.
8.5 Insurance Covering Compensation
The rules for the purchase of insurance covering compensation are in Section 110 (3) of the Act.
The Federation will purchase insurance to cover the cost of the compensation, except for costs that result from disobeying section 108 of the Act.
9.1 Creating Committees
From time to time in the performance of its duties, the Federation may cause committees to be formed. These committees will be authorized by and accountable to the Board of the Federation.
9.2 Role of Committees
a) Each committee reports to the Board regularly.
b) A committee must have authority from a by-law or from a motion passed by the Board to:
................................................................10. Conflict of Interest
10.1 Carrying out DutiesAll Officers, Directors, committee members and employees must carry out their duties honestly, in good faith and in the best interests of the Federation rather than their own interests.
10.2 Payment of Directors and Officers
a) Directors and Officers serve without payment of any kind. However, they have the right to be paid for travel or other expenses while doing business for the Federation as long as the expenses are reasonable. The Board must authorize these expenses. These expenses must meet the guidelines and limits set by the Board. Directors and Officers cannot receive compensation for lost income while doing business for the Federation.
Directors and Officers cannot enter into any contracts with the Federation. This does not apply to contracts for instructors or meeting facilitators.
b) Directors and Officers hired by the Federation to a paid position must resign from office. A paid position includes:
10.3 Types of Conflict of Interest
a) A conflict of interest is when someone benefits personally in any way from a decision of the Federation. This Article covers conflicts of interest of Officers, Directors, committee members and employees. It also covers all persons in their households and relatives.
b) A conflict of interest can happen when someone:
c) Examples of conflict of interest are:
There are other types of conflict of interest. The Federation should deal with them by using the principles contained in this article.
10.4 Deciding if there is a Conflict of Interest
The facts of each case are different, and careful judgement is needed to decide whether or not there is a conflict of interest. Members should follow the procedures below.
10.5 Procedures when there is a Conflict of Interest
a) When a Director has or may have a conflict of interest they must follow this procedure.
b) When a committee member has or may have a conflict of interest, the committee must follow the same procedure as the Board. If there is a dispute, the matter can be appealed to the Board. The Board decision is final.
c) An employee who has or may have a conflict of interest must report it to the employee= s supervisor and follow the supervisor= s direction.
d) If any member or officer acting for the Federation has or may have a conflict of interest, that person must report it to the Board. The Board must decide on the matter.
10.6 Personal Relationships
Sometimes decisions have to be made which affect the friends or relatives of Officers, Directors and committee members. If the relationship is close enough, there may be a conflict of Interest.
10.7 Members= Conflict of Interest
At members= meetings, all members can take part in discussions and vote as they wish, even if they have a conflict of interest. However, members must declare the conflict of interest before taking part in the discussion. They should try to act in the best interests of the Federation as a whole.
...........................................11. Information and Confidentiality
11.1 Access to Member= s Files and Accounts
Every member and potential member will have a file. Contents of the file will include:
Members have the right to see their own files and financial accounts during Federation office hours. Members may have to make an appointment. If any member believes that there is an error in their files or accounts, Federation staff should try to correct the problem. If staff does not think there is a mistake, they should explain the record to the member. If the member is still not satisfied, the member can take the matter to the Board by sending a letter or attending a Board meeting.
A Members@ is defined as authorized Board members of co-op members or executives of other member groups.
11.2 Confidentiality of Board Business
a) Occasionally Directors discuss confidential matters. All Directors must keep these matters secret, even after they are no longer Directors.
Confidential Matters are:
b) Officers, employees or members sometimes learn confidential information. They must keep that information secret and not pass it on to anyone else.
c) When the Board discusses confidential matters, the minutes of these discussions must be kept in a separate minute book. Only Board members can see the confidential minutes.
d) Directors must decide which items are confidential. They should remember that members have the right to be fully informed about the Federation= s business. They must have a good reason for keeping something confidential.
e) A member can appeal to the membership a Board decision that is based upon their personal or confidential information. When this happens all relevant information can be given to the membership including that confidential or personal information.
f) Directors will sign a confidentiality agreement.
12.1 Fiscal YearThe Fiscal year shall end on the last day of August of each year, or on any other day which the Board decides by resolution.
a) The members of the Federation appoint an auditor at each annual members= meeting. The auditor can be either a Chartered Accountant or a Chartered Accountant Firm. The auditor stays in office until the members appoint the next auditor.
b) Sections 124 and 125 of the Act state how to remove an auditor and appoint a new auditor.
c) The auditor must have access to the books, accounts and vouchers of the Federation at all reasonable times.
d) The Directors, employees and officers of the Federation must provide any information and explanations which the auditor needs.
e) Section 126 of the Act states who cannot be appointed as auditor.
12.3 Auditor= s Report
The rules for the duties of the auditor are in section 127 of the Act.
The auditor must:
The auditor= s report must be read to the members at the Annual General Members= Meeting.
12.4 Signing Officers
a) The president, Vice-president. Secretary and Treasurer will be signing officers. The Board may decide to appoint a Director-at-Large as a signing officer to facilitate the cheque signing process.
b) All cheques or other negotiable documents must be signed by two signing officers. Officers must not sign blank cheques.
Before signing a cheque or other negotiable document the officers must make sure that the expense has been properly approved.
c) All other documents must be signed by two signing officers. This includes any written commitment of the Federation such as an employment contract. This does not include regular correspondence.
The Board can make a specific decision to appoint any officer, Director or employee to sign documents, or any class of documents for the Federation.
d) Signing officers must have Board approval before making obligations for the Federation.
e) Anyone who has the authority to sign documents can also affix the corporate seal.
12.5 Investment of Federation Funds
a) The Board can invest Federation funds in government bonds, treasury bills or other securities backed by the government of Canada or Ontario. The Board can deposit funds with a:
The Board must not invest Federation funds in any investment or security other than those above without the approval of the members.
b) To help promote co-operative principles, the Board should endeavor to deal with a Credit Union.
c) If there are any reserves or special funds, money earned on them should be put into general revenue.
12.6 Distribution of Surplus
During each fiscal year, the Federation must put the surplus money from its business in the operating fund for later use. The Board decides the purpose of this fund and can invest the money in this fund as it sees fit.
13.1 Calculating Time for Notices
When calculating the time for a notice, the date on which the notice is given is not counted, but the date of the meeting or event is counted. Sundays and holidays are included when giving notice.
13.2 Defects in Notice
At times there will likely be:
These will not affect any decision or action taken or made at the meeting.
Certifiedto be a true copy of the Organizational By-law of the Golden Horseshoe Co-operative Housing Federation, passed by a majority of the Board of Directors at a meeting held on:
the 21st day of February 2000
and Confirmed by a two-thirds majority at a meeting of members held on:
the 22nd day of June 2000
Article 5.7 ** Change passed by a two thirds majority at a General Member= s Meeting March 27 2003. M/S/C Terry Swing, Applegarth; Tracy Geddes, Halam Park.
President: David Howard__________________________
Secretary: Rhoda Hagey___________________________