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:

How members’ meetings work

Here is some information about co-op member meetings, based on the co-op bylaws.

The Occupancy Bylaw says that members must attend all general members’ meetings. Woodsworth usually has about four general meetings a year – the AGM for the audited statements and elections (usually in November), the budget and housing charge approval (usually in May), usually a separate meeting to vote on the capital budget for the new fiscal year, and usually another meeting for proposals, bylaws and policies and other items of concern to the Board and the co-op. (Woodsworth’s fiscal year runs from August 1 – July 31.)

The agenda:

Members must approve the agenda at the meeting. The agenda can only include things referred to in the notice of the meeting or a proposed agenda sent out with the notice. Members can vote only on things referred to in the notice of the meeting or a proposed agenda sent out with the notice. However they can discuss other business without voting.

If a member wants to add something to a general members’ meeting agenda, they must send a written request to the Board at least 15 days before the meeting. The board has to put the item on the proposed agenda for the next members’ meeting. Anything added to the proposed agenda has to be within the powers of the members as stated in section 6.1 of the Organizational By-law (Co-op Act Requirements).

How meetings operate:

Woodsworth has adopted updated rules of order explaining about motions, speaking, amendments, voting, procedural motions and interruptions. It was approved by members with a 2/3 majority vote as an attachment to the Organizational Bylaw. It is very similar to the version adopted in 1979, but has been updated to deal with Zoom meetings.

The chair makes sure that meetings run smoothly, that members have a chance to discuss every item on the agenda fully and fairly, and that the meeting comes to a clear conclusion.

Speaking on a motion:  

Members can discuss a motion after it has been moved and seconded. “The chair controls the discussion” in order to reach that objective. Members can ask questions relating to the motion or speak for or against the motion. The chair or the member who moved the motion can answer the questions.

If you disagree with the motion, you can speak against the motion, ask the mover and seconder to withdraw the main motion, or persuade the members to defeat the main motion so a different motion can be moved.

Members can also propose an amendment, but it can’t be unrelated to the motion or be contrary to the meaning of the motion, in the opinion of the chair. If the amendment is legal, the members will discuss the amendment and then vote on it. If it is approved, it is incorporated into the main motion, However, if the amendment is acceptable to the mover and seconder of the motion, the “friendly” amendment doesn’t need discussion or a vote and is simply incorporated into the main motion. Whichever is the case, the discussion goes back to discussing the main motion after dealing with the proposed amendment.

The rules of order say that each speaker speaks for 3 minutes or less. The chair can set a longer or shorter time limit. Members can speak more than once on an item only after all others who want to speak have done so. The chair can make exceptions.

You can read the full rules of order on the website:
https://www.woodsworthcoop.ca/index.php/rules-of-order/

Conflict of interest:

Woodsworth’s conflict of interest rules are also in our governance bylaw, the Organizational Bylaw. People who make decisions on behalf of the co-op should make the decisions in the best interests of the co- op, not in their personal interests. This includes directors, officers, committee members and staff.

But the bylaw also says that at members’ meetings, all members can discuss and vote as they wish, even if they have a conflict of interest. Members are encouraged to declare the conflict of interest before taking part in the discussion.  Members should try to act in the best interests of the co-op as a whole.

Quorum:

Quorum means the minimum number of voting members who must be present at the meeting to have a legal meeting. Woodsworth’s quorum for general members’ meetings is sixty (60) members.
When meetings are held electronically or have electronic participation, those members are considered to be present at the meeting for all purposes including quorum.

A quorum must be present at the beginning of the meeting and at the time of any vote. Without a quorum, anything done has no official status. See the Organizational Bylaw for details about continuing meetings to another date when no quorum “arrives”.

Using Zoom:  

At the last GMM, the co-op  used Zoom voting on main motions for those online. It speeds things up, members are clear about the actual motion, and it means more accurate minutes. Of course, the specific motion is often in the meeting package as well. However, as mentioned, motions can be amended at the meeting. The Zoom poll should be amended to reflect any changes before the vote.

The Penthouse:

The money spent on upgrading the technology in the Penthouse seems well spent, based on the last GMM. It went very smoothly. Those at home could hear speakers in the Penthouse just fine, and those in the Penthouse could hear as well. Of course, the room doesn’t hold all of our members, according to the Fire Code, just 88.

 

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.