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:
