Category: By-law Committee

Subtopic in Committees

Bylaw Committee Policy

Approved by the Board of Directors, January 2024.

Bylaw Committee Role

The Bylaw Committee has two functions:
– develop bylaws and policies
– member education about co-op bylaws and policies

Developing bylaws and policies

The Bylaw Committee, on behalf of the Board of Directors, ensures that the co-operative has workable and up-to-date bylaws and policies for managing the co-operative.

The Board of Directors can request that the committee develop or revise a document. This may be due to government legislative changes, Co-operative Housing Association recommendations or a gap in Woodsworth’s framework that requires the development of a bylaw or policy.

The Bylaw Committee may propose to the Board that they develop, create or update a bylaw or policy.  Legal authority to make decisions on behalf of the co-op corporation rests with the board of directors.

Either the Board must give the committee the parameters for developing the document or the Bylaw Committee must report back to the Board with a plan or scope in a timely manner.

Bylaws may be reviewed by a lawyer before approval being brought to a general members’ meeting (GMM).

Bylaws approved by the Board must be confirmed by 2/3 of votes cast by members at a general members’ meeting. Policies need a simple majority of votes. Normally, the Bylaw Committee presents the bylaw or policy to the members’ meeting.

Member education

The committee participates in member education through the co-op newsletter, website, forums and other means.

The Bylaw Committee can act as an advisor on bylaw interpretation to the Board of Directors, committees, members and Management. However this advice does not take the place of legal consultation by the Board when appropriate.

Committee Membership

The general membership can request to join the committee. The Board can assign a member or members to join the Bylaw Committee if they wish. This may be due to specialized knowledge or any other reason.

The committee will select a chairperson and a secretary. The committee may set and delegate other roles as required. The chairperson will be responsible for overall coordination of the committee, for convening meetings whenever necessary, for chairing meetings and for reporting to the Board of Directors. The Chair should share reports with the committee before submitting them. The committee must report the makeup  of the committee to the Board of Directors.

The committee will not have the ability to spend any money, authorize any expense, enter into any contract or commit the co-op to anything.  However the committee can submit a budget request for the operating budget subject to bylaws and the approval of the Board of Directors.

Committee members are responsible for attending all meetings or if unavailable, to give notice of absence, for being punctual, for performing an equal share of assigned tasks, and for contributing to decision-making. If a member misses three (3) consecutive meetings, without giving prior notification or having suitable justification, their position on the committee will be reviewed with sufficient notice to all committee members and they may be asked to resign.

All committee members would be notified of the review with at least ten (10) days notice. The vote will happen without the presence of the committee member under review. The Board will be notified if a recommendation of removal is approved by a simple majority vote. (A simple majority is more than half of the votes cast, rounding up if necessary. Abstentions and spoiled ballots are not considered votes cast.)

The quorum for committee meetings will be 50% of committee members. (i.e. of seven members, four are required, including the chair.) If requested by a committee member, the rules of order in the Organizational Bylaw will be followed.

Confidentiality, privacy and conflict of interest

This committee is not normally privy to confidential information. However, the committee members are bound by the articles of the Organizational Bylaw for confidentiality and conflict of interest.

The Bylaw Committee must report to the Board of Directors at least annually or as requested.

Approved by the Board of Directors:    January 9, 2024

Approved by the members:

DRAFT: Electronic meetings and balloting bylaw #85

This proposed bylaw updates the Organizational Bylaw #83. This draft has been submitted to the Board of Directors for their approval, prior to being voted on by members at a general members’ meeting. The bylaw must be approved by 2/3 of votes cast at the meeting.

Woodsworth’s Bylaw and Election committees used the Co-operative Housing Federation of Canada’s model bylaw. (CHFC). The intention is to update the current Organizational Bylaw using the approved bylaw #85.

Upcoming Bylaw Amendments – an FAQ from the Co-op Housing Federation of Canada (CHFC)

As the FAQ says, Ontario government made changes in October 2023 to the Co-op Act which applies to Woodsworth and other housing co-ops. The Co-op Housing Federation of Canada prepared model bylaws and an FAQ with key points.

Note that the FAQ refers to Board elections, but the Bylaw and Election Committees have enhanced the model to work for our other elections as well. We hope that the Board can bring the Organizational Bylaw amendment about elections to the first general members’ meeting (GMM) so that the Election Committee can develop procedures for this year’s elections.

Why do we need to change the Organizational By-law?

The Co-operative Corporations Act was amended starting October 1, 2023. Co-op by-laws need to be updated to reflect the changes in the law.

What are the main changes in the Co-operative Corporations Act?

Subject to the co-op’s by-laws,

  • Co-ops can hold electronic members’ meetings.
  • Members can vote for directors in advance of the election meeting.
  • Members can give some legal notices to the co-op electronically.
  • The co-op can give some legal notices to members electronically.
  • Co-op boards can pass motions by signature without a meeting.

Is this related to the COVID-19 emergency?

Yes. Co-ops adopted some electronic practices during the pandemic. These were allowed by a temporary addition to the Co-operative Corporations Act. That addition expired on September 30, 2023. The amendments to the Act started at the same time.

What by-laws do we need to change?

The Organizational By-law and the Occupancy By-law.

ELECTING DIRECTORS

What is the main change in the By-laws?

The main change is how directors are elected. The new Models say that directors will be elected in the same way as MP’s, MPP’s and municipal councillors. Nominations will be submitted by a specified date. Each member can go to the co-op office or another place and mark their ballot and put it in a ballot box.

At the election meeting members who have not voted can put their ballots in the ballot box. The votes will then be counted and results announced.

What are the advantages of the new system?

Advance balloting allows members to vote if they can’t get to the meeting because of illness, because they are at work or for other reasons. The Human Rights Commission has said that members have a right to vote even if they cannot come to the meeting because of disability.

What about nominations from the floor?

This system does not permit nominations from the floor. People have to think in advance about whether they want to nominate someone or run themselves. They fill in a simple form to get on the ballot.

How do | get to know the candidates?

The by-law does not deal with this. The co-op can organize information meetings, written materials, and other ways to introduce the candidates.

Does our co-op have to adopt this system?

Each co-op must have a system for advance voting. The Co-op Act amendments say that members can vote on or before a members’ meeting. There is no statement that the by-laws can override this right.

BOARD OF DIRECTORS

Is there any change about telephone meetings of directors?

Yes. Before the new Act all directors had to consent. Now electronic meetings can be called even if one director objects. Also, they can be by any electronic equipment.

What about decisions outside of a formal meeting?

The board can now pass a motion or resolution with the signature of all directors—even if there is no meeting.

Does the Occupancy By-law need changes?

Yes. Directors, members and their lawyers can attend Notice to Appear meetings electronically. This may enable members to get less expensive legal advice.

Do we have to change the Notice to Appear forms?

The Electronic Occupancy By-law Amendment includes changes to the forms to give details about how to connect.

Do we have to pass an Organizational By-law amendment or new Organizational By-law in addition to the Occupancy By-law amendment?

Yes. Electronic Occupancy By-law Amendment depends on changes in every co-op’s Organizational By-law.

Organizational Bylaw #83 – what the bylaw covers

The Bylaw Committee is very pleased that members at the general members’ meeting on May 3, 2023 approved the Organizational Bylaw by a two-thirds majority vote.

Some previous bylaws and policies were updated by the bylaw and included as part of the new bylaw.

If you are looking for:
–  The Conflict of Interest By-law, see article 19.
–  The Confidentiality Policy , see articles 20 – 23.
–  Committee Vacancies and By-election Policy, see articles 12.3 Vacancies on the Board and 17.3 (d) for committees
–  The Rules of Order, see Schedule A of this bylaw
– Staffing, see article 16
– Investments, see article 243.

The Organizational Bylaw is on the co-op website.

Additionally there are two copies in green Woodsworth binders in the Photocopy Room. You can refer to the bylaws there or use your monthly allowance to photocopy all or part of the bylaw.