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:

GMM Oct 16, 2024: Organizational Amending Bylaw #87 for Organizational Bylaw #83

Proposed updates to the Organizational Bylaw.
The last of the updates to the Organizational Bylaw from the Co-op Housing Federation of Canada (CHFC) are based mostly on the changes to the Ontario co-op act will be coming to members at the next general members meeting (GMM).  The Organizational Bylaw covers the governance of the co-op.

See also this summary of changes.

Organizational bylaw #87 amendments for electronic updates2

GMM Oct 16, 2024: Summary of changes to the Organizational Bylaw proposed by Bylaw #87

NOTE: This document is not for approval by the membership. It is an aid for the Organizational By-law # 87 to amend the Organizational By-law #83 – (ORGANIZATIONAL AMENDING BY-LAW #87)

Most changes relate to the changes to the Ontario Co-op Corporations Act. The amending document was developed by the Co-operative Housing Federation of Canada (CHFC).

Article 2:  Applying for Membership — Signing Application – relating to electronic updates

Article 4:  General meetings
– Continuing meetings – Continuing the meeting at a later time and Quorum
– Attendance by Non-Members – clarification

Article 6:  Member Control – Requirements for All Requisitions; confidentiality

Article 9:  Role of the Board of Directors and Board Procedures – clarification relating to electronic updates

Article 11:  Board Procedures
– Numbering changes to match CHFC’s model Organizational Bylaw
– Resolutions in Writing – new paragraph
– Board polls – clarifies procedure and refers to new paragraph

Article 12: Early Ending of Directors’ Terms
– Vacancies – clarifies what happens if there is a vacancy, if members don’t ratify an appointee and calls for an election with the new normal process.

Article 16: Staffing – Staff Information
– Backup copies – new paragraph requiring staff to keep a record of passwords, e-mail addresses, and similar data and share with lawyer or auditor

Article 17: Committees – Role of Committees – requires sending minutes to the Board

Article 18: No Payment of Directors and Officers – expansion of One Year Gap before someone connected to an out-going director can be paid by the co-op or receive an honorarium from the co-op.

Article 19: Conflict of Interest – change of just one word for clarity from “benefits” to “affects”

Article 20: Confidential Information – Access to Personal Files and Accounts
– Added (f) Staff, Board and committee access to member files which restricts access

Article 21:  Confidentiality Situations
– No Recording of Meetings – electronic update
– Disputes between members – recommendation of order changed for clarity

Article 24:  Financial – Major Commitments – clarification of length of time of contracts for member approval
– Adjusting items in housing charges –  new paragraph about changing what is included in housing charges or not included in housing charges by a vote of the members at a general meeting.
– Approval Process – How member approval is given – clarification

Article 26: Giving Notices – Delivery by electronic mail – new paragraph says what can be sent by email if the member has consented
– Notices to Co-op – new (d) Exceptions – what cannot be sent by email even with consent of the member

Schedule A: Rules of order – electronic

Schedule C: Director’s Ethical Conduct Agreement – clarification of point 1 and expansion of point 6.

This document is a summary only.
The changes are available in the amending bylaw document –
GMM Oct 16, 2024: Organizational Amending Bylaw #87 for Organizational Bylaw #83.

GMM Oct 16, 2024: Membership Bylaw #89 amending Membership Bylaw #84

There is disagreement between a procedure in the Membership Bylaw with the Occupancy Bylaw relating to proof of income during the membership process. Since the Occupancy Bylaw takes precedence and because it seems procedurally advisable, the following is a proposed amendment to the Membership Bylaw.  It has been approved by the Board of Directors and will be brought to the members at the upcoming general members meeting (GMM).

Membership Bylaw #89 amending Membership Bylaw #84
Passed by the Board of Directors on August 20, 2024
Confirmed by the members on <date> with a two-thirds majority

Article #2.5. Proof of income

External and Returning Member applicants for membership must provide official or verifiable proof of income in a form determined by the co-operative.

Internal applicants (long-term guests and Turning 16’s) must show proof of income prior to joining the internal waiting list.

Article #5.1.2. Restrictions on joining the internal waiting list

(e) Financial disclosure

Members must provide official or verifiable proof of income in a form determined by the co-operative to join the internal waiting list or inherit a unit alone if the other unit members move out of Woodsworth.