| General Administration | Effective Date: May 16, 2024 |
| Topic: Governance | Replaces: April 28, 2022 |
| Subject: Board Procedural By-Law | Policy No. B.2.01. |
MANITOULIN-SUDBURY DISTRICT SERVICES BOARD
(hereinafter referred to as the “Board”)
1. DEFINITIONS
In this by-law, unless the context otherwise requires:
a.“Act” means the District Social Services Administration Act, R.S.O. 1990 c. D.15, and where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
b. “Board” means the board of directors of the Corporation;
c. “Board Member” means an individual occupying the position of director of the Corporation by whatever name they are called;
d.“By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force;
e. “CAO” means Chief Administrative Officer;
f. “Chair” means the chair of the Board;
g. “Corporation” means the Manitoulin-Sudbury District Services Board;
h. “Head Office” means the registered head office of the Corporation as from time to time designated by the Members.
i. “Member” means a person appointed to the Corporation and representing one or more areas of jurisdiction serviced by the Corporation;
j. “Members” means the collective membership of the Corporation;
k.“Nomination Day” means the first day during the election for a new municipal council of the Members of the Corporation.
l. “Officer” means an Officer of the Corporation.
2. INTERPRETATION
Other than as specified in Section 1, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
3. SEVERABILITY AND PRECEDENCE
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
4. CORPORATE STATUS
The Board shall be a corporation as established through the District Social Services Administration Board Act (the “Act”). The number of members, the areas that they represent, and the manner and term of their appointment shall be set out in the Regulations of the Act.
5. HEAD OFFICE
The Head Office of the corporation shall be in the Town of Espanola and at such place therein as the Board Members may from time to time determine.
6.SEAL
The corporate seal will be kept by the secretary at the Head Office.
7. POWERS OF THE BOARD
7.1 The affairs of the Corporation shall be managed by the Board Members.
7.2 The Board Members on behalf of the Corporation, exercise all the powers that the Corporation may legally exercise unless restricted by law. These powers include, but are not limited to, the power:
a) to enter into contracts or agreements;
b) to make banking and financial arrangements;
c) to execute documents;
d) to direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the Corporation;
e) to purchase, lease or otherwise acquire, sell, exchange, or otherwise dispose of real or personal property, securities or any rights or interests for such consideration and upon such terms and conditions as the Board Members may consider advisable;
f) to borrow on the credit of the Corporation for the purposes of operating expenses, or on the security of the Corporation’s real or personal property; and
g) to purchase insurance to protect the property, rights and interests of the Corporation and to indemnify the Corporation, its members, Board Members, and officers from any claims, damages, losses or costs arising from or related to the affairs of the Corporation, subject to applicable legislation.
7.3 The Corporation shall have fourteen (14) Members as determined by the Act and/or the regulations thereto, and the Corporation shall have fourteen (14) Board Members. The Members' delegates shall consist of the Board Members of the Corporation.
7.4 The term for each Board Member shall be determined in accordance with the corporation’s Policy B.2.08 ‘Process for Selection of Representatives from the Areas’ provided that in no circumstances shall the term violate the Act or any regulations thereunder.
7.5 Transaction of Business: Business may be transacted by resolutions passed at meetings of the Board Members or recommendations made by Committees at which a quorum is present. A copy of every resolution in writing shall be kept with the minutes of the proceedings.
7.6 Qualifications of Board Members: Board Members shall be Canadian citizens, who are at least eighteen (18) years of age with power under law to contract, who do not have the status of bankrupt, who have been appointed by the municipal council for their representative area or by a prescribed election as a representative of a Territory Without Municipal Organization. Board Members shall meet the qualifications outlined in the Act and regulations. Each Board Member shall act in the best interests of the Corporation and the clients it serves.
7.7 Resignation: A Board Member may resign upon giving a written resignation to the Chair. Such resignation shall be effective when received by the Chair or at the time specified in the resignation, whichever is later.
7.8 Vacancy of Office: A Board Member ceases to hold office when such Board Member dies, resigns or is removed from office by the Members, becomes disqualified to serve as a Board Member or is absent from the meetings of the Board Members for three (3) consecutive regular meetings of the Board Members without being so authorized by resolution of the Board Members.
7.9 Vacancies: A vacancy among the Board Members may be filled for the remainder of such Board Member’s term by a qualified person. Municipalities represented by the Corporation have the authority to appoint a Board Member to a position vacated by another Board Member, and shall have the authority to remove a Board Member, provided that the said Municipality provides the Corporation with notice that a resolution was passed at a duly called meeting of the Municipality removing said Board Member from the Corporation’s Board of Directors. Each Board Member shall act in the best interests of the Corporation.
8. VOTING RIGHTS
8.1 Each Board Member, including the Chair, is entitled to one (1) vote.
8.2 The Chair shall be entitled to vote at all meetings of the Board and shall be ex-officio a member of all committees of the Board and entitled to vote at those meetings, except at meetings of a committee of the whole, where the Chair shall vote only in the event of an equality of votes.
8.3 At all meetings of the Board Members, every question shall be decided by a simple majority of the votes cast on the question and voting is carried out by a show of hands unless otherwise indicated or required by law.
8.4 In the event of a tie vote the motion will be considered lost.
8.5 Where required by statute, and whenever any Board Member including the Chair, shall request a recorded vote, the names of those who vote for and against the question shall be entered in the minutes, and each Board Member present shall announce their vote openly.
9. OFFICERS OF THE CORPORATION
9.1 The Officers of the Corporation shall consist of the Chair, the Vice- Chair, and a Chief Administrative Officer who shall act as Secretary-Treasurer.
9.2 The Chair shall be appointed from among the Board Members as set out in the Act and shall preside at all meetings of the Board, enforce order and observance of the bylaws, sign all necessary documents and have general supervision of the staff.
9.3 The Vice-Chair shall be appointed by the Board at the same time as the Chair is appointed, and for the same term, and in the absence or inability of the Chair, shall exercise the duties and functions of the Chair.
9.4 The Chief Administrative Officer shall be an employee of the Corporation of the staff appointed by the Board; and shall:
a) report to the Board
b) be responsible for all operations of the Corporation;
c) as secretary, record or delegate accurate minute taking of the organization’s meetings and ensure that the Corporation’s files, records and other relevant written materials are kept, recorded and distributed.
d) as treasurer, take a lead role in financial policy development and monitoring of the Corporation’s finances and advise and assist the Board in understanding the Corporation’s finance.
9.5 Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the earlier of:
a) the Officer’s successor being appointed;
b) the Officer’s resignation; or
c) such Officer’s deaths.
10. NOTICES
10.1 Any notice required to be given under the Act, the Municipal Act, 2001, S.O. 2001, c. 25, other applicable legislation, and the by-laws, or otherwise shall be in writing and shall be deemed to have been given if it is:
a) delivered personally to the person to whom it is to be given;
b) delivered to the person’s address as recorded in the Corporation’s records;
c) mailed to the person’s address as recorded in the Corporation’s records by prepaid ordinary mail; or
d) sent to the person’s address as recorded in the Corporation’s records by any means of prepaid transmittal, delivery, courier, email or electronic means.
If any notice is sent by prepaid mail, it shall, subject to the following paragraph, be conclusively deemed to have been received on the third (3rd) business day following the mailing thereof. If delivered personally, a notice shall be conclusively deemed to have been received at the time of delivery, or if sent by facsimile transmission or electronic mail, it shall be conclusively deemed to be received on the next business day after transmission.
10.2 The notice shall specify the business to be attended to at the meeting.
10.3 Notice of each meeting of the Members or Board Members, as applicable, shall be sent to each Board Member who is entitled to notice no later than ten (10) days and no earlier than fifty (50) days before each meeting.
10.4 Lack of receipt of the notice of a regular meeting shall not affect the validity of holding the meeting or any action taken thereat provided a quorum is established.
11. QUARTERLY REPORTS
The Corporation shall prepare quarterly reports that shall be posted on the Corporation’s public website for all Member municipalities, TWOMO representatives and entities that participated in the selection of the Board Members.
12. BOARD MEETINGS
12.1 The Board shall hold a minimum of eight (8) meetings a year.
12.2 The date and time of regular Board Members meetings for the upcoming year shall be established by resolution no later than the last regular meeting in each calendar year.
12.3 Quorum shall be comprised of the majority, being fifty percent plus one (50%+1), of the Board Members, which shall include the Chair.
12.4 The Chair may at any time summon a special meeting of the Board.
12.5 Upon receipt of the petition of the majority of the Board Members, the Secretary-Treasurer shall summon a special meeting for the purpose and at the time mentioned in the petition.
12.6 In the event that both the Chair and the Vice-Chair are absent at a meeting, the attending Board Members may elect one of their numbers to preside.
12.7 A Board Member may participate in a meeting of the Board by means of such telephone, videoconferencing or other technologies that permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and provided that all legislative requirements are complied with. A Board Member participating in such a meeting by such means is deemed to be present at that meeting, and such Board Member is deemed to be present for the entirety of the meeting.
12.8 Board Members joining by teleconference, videoconference or other means of distance communication technologies shall:
a) ensure they are alone in a secure location
b) mute their microphones when not speaking; and
c) while in camera, refrain from using any electronic recording device and only use one electronic device to connect to the meeting.
d) For such meetings, where a secret ballot process is required for the election of the Chair or Vice Chair, the CAO will determine an appropriate way for all Board Members to vote, should a Board Member be participating by electronic means.
12.9 In the event a conflict of interests is declared in accordance with section 17 of this by-law, quorum shall be reduced by the number Board Members having declared a conflict of interest, but in no case shall a quorum be less than two-fifths of the Board.
12.10 All motions pass by a simple majority, unless otherwise specified in this By-Law or any applicable legislation. Written proxy votes will not be allowed.
13. RULES OF PROCEDURE
All procedures shall be according to “Procedure at Meetings in Canada” by Arthur Beauchene except as indicated otherwise by provincial legislation or regulation, or the by-laws. The Chair shall preserve order and decide questions of order.
13.1 Duties of the Chair
It shall be the duty of the Chair to:
a) open the meeting by taking the chair and calling the Board Members or Members to order, as the case may be;
b) receive and submit, in the proper manner, all motions presented;
c) put to a vote all motions which are moved and seconded, or necessarily arise in the course of proceedings, and to announce the results;
d) decline to put to vote motions which infringe the rules of procedure;
e) enforce the observance of order and decorum;
f) sign all by-laws, resolutions and minutes of the Board;
g) represent and support the Board, declaring its will, and implicitly obeying its decisions in all things;
h) adjourn the meeting when the business is concluded, or adjourn the meeting, without the question being put, in the case of grave disorder arising during the meeting.
i) The Chair maintains sole and unfettered discretion to remove any member of the public from the meeting or move the meeting to an in camera session.
13.2 Minutes
The minutes of the meetings of the Board shall record:
a) the place, time, and date of the meeting;
b) the names of the Chair of the meeting and a record of the Board Members or Members in attendance in person and remotely;
c) disclosure of conflict of interest.
d) Resolutions
e) Signature of the Chair and Secretary-Treasurer
13.3 Petitions, Communications and Delegations
a) Every petition and communication to the Board must be legible, signed by the individual submitting the communication, and received by the Secretary-Treasurer no later than seven (7) days prior to the meeting at which it will be discussed.
b) Delegations or persons desiring to present information on matters of fact or to make a request of the Board may be heard by leave of the Board, provided that the request was received by the Secretary-Treasurer no later than seven (7) days prior to the meeting at which the request will be considered, being the meeting prior to the presentation. Such presentation shall it no more than ten (10) minutes.
c) No decision will be made regarding presentations, petitions, communications heard by the Board until the presenter has left the meeting, or until the following meeting of the Board. The Board Chair and CAO will be allowed to make an exception in an exceptional or emergency situations.
13.4 Motions
a) A motion shall be formally moved and seconded before the motion can be recorded in the minutes.
b) Where required by statute, and whenever any Board Member, including the Chair, shall request a recorded vote, the names of those who vote for and against the question shall be entered in the minutes, and each Board Member present shall announce their vote openly.
c) Immediately preceding the taking of the vote, the Chair shall state the question in the precise form in which it will be recorded in the minutes.
d) Any Board Member may require the question or motion under discussion to be read at any time during the debate but not as to interrupt a person while speaking.
13.5 Conduct of Members and Board Members
Members, Board Members, and Officers of the Corporation, in exercising their powers and discharging their duties, shall act honestly and in good faith with a view to the best interests of the Corporation, and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every Member, Board Member and Officer of the Corporation must also comply with the statutes and regulations of the Province of Ontario that govern the Corporation and the By-laws. No provision in a contract or the By-laws relieves a Member Board Member, or Officer of their duties.
No Board Member shall, during any type of meeting of the Corporation:
a) use unparliamentary language;
b) speak on any subject other than the subject of debate;
c) disobey the rules of the Corporation or a decision of the Chair on questions of order or practice or on the interpretation of the rules;
d) address the Board Members or speak in debate without permission of the Chair;
e) speak for more than ten (10) minutes or more than once to the same question without the leave of the Board, except that a reply shall be allowed to be made only by a Board Member who has presented the motion to the Board, but not by any Board Member who has moved an amendment or a procedural motion;
f) ask a question except for the purpose of obtaining information relating to the matter under discussion, and then only of the previous speaker, except when a Board Member recognized as the next speaker wishes to ask a question of the Chair or of an employee of the Corporation, and then only for the purpose of obtaining information, after which the Board Member shall speak.
13.6 Public or Confidential Meeting
In order to proceed in-camera a motion must be made. This motion can be discussed and voted on. Once the Board or a Committee thereof has voted in favour of going in-camera, the information discussed should not be disclosed except as outlined in this By-law. Before holding a closed meeting or going in camera, the Board shall state by resolution the fact of the holding of the closed meeting or going in camera and the general nature of the matter to be considered during the closed meeting or in camera portion of the meeting.
A meeting or part of a meeting may be closed to the public if the subject matter being considered is:
a) the security of the property of the Board;
b) personal matters about an identifiable individual, including the Corporation’s employees;
c) a proposed or pending acquisition of land for the Corporation’s purposes;
d) labour relations or employee negotiations;
e) litigation or potential litigation, including matters before administrative tribunals, affecting the Board or the Corporation.
f) other subject matter as prescribed by legislation.
Any meeting which is open to the public may be recorded by the Chair. Board Members, including the Chair, are prohibited from creating an audio and/or video recording any proceedings without the expressed knowledge of all other participants. Failure to adhere to this provision of the by-law, or the belief that this provision of the by-law has been breached, should be brought to the attention of the Chair, who shall determine the appropriate action. Nothing in this section prohibits the making of personal notes regarding a meeting.
14. PROTECTION OF BOARD MEMBERS
No Board Member shall be liable for the acts, receipts, neglects, or defaults of another Board Member or employee or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for the loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or for any other loss, damages or misfortune whatever which shall happen in the execution of the duties of their office or in relation thereto unless the same are occasioned by their own willful neglect or default; provided that nothing herein shall relieve any Board Member from the duty to comply with the provisions of the Act or from the liability for any breach thereof.
15. INDEMNITY OF BOARD MEMBERS
Except in the case where a release or indemnity is contrary to law, every Board Member, every former Board Member or a person who acts or acted at the Corporation’s request as a Board Member of a body corporate of which the Corporation is or was a Board Member, shareholder or creditor, and their heirs and legal representatives shall from time to time, be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being or having been a Board Member of such Corporation or body corporate if,
a) They acted honestly and in good faith with a view to the best interests of the Corporation; and
b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing their conduct was lawful.
16. REMUNERATION OF BOARD MEMBERS
The Board Members shall serve as such without remuneration and no Board Member shall directly or indirectly receive any profit from occupying the position of Board Member; provided that:
a) Board Members may be reimbursed for reasonable expenses they incur in the performance of their Board Members’ duties;
b) Board Members may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Board Members, provided that the amount of any such remuneration or reimbursement is:
(i) considered reasonable by the Board;
(ii) approved by the Board for payment by resolution passed before such payment is made; and
(iii) in compliance with the conflict of interest provisions of the Act.
17. CONFLICT OF INTEREST
Every Board Member is governed by the Municipal Act and its obligations as it pertains to potential conflicts of interest. Every disclosure of interest shall be recorded in the minutes of the meeting.
18. BOOKS AND RECORDS
Board Members shall see that all necessary books and records of the Corporation required by any applicable statute and law are regularly and properly kept.
19. FINANCIAL YEAR
The fiscal year of the Corporation shall terminate on the 31st day of December of each year.
20. CHEQUES, ETC.
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the Chair or, in their absence, by the Vice-Chair, and by the CAO or, in their absence, by an alternate to the CAO as appointed by the Board at its first meeting in each calendar year.
21. AUDITOR
On an annual basis, the Board will appoint an auditor to audit the accounts of the Corporation.
22. BOARD COMMITTEES
a) The Board may appoint from their number a managing Board Member or a committee of Board Members and may delegate to the managing Board Member or committee any of the powers of the Board Members except those powers set out in the Act that are not permitted to be delegated; and
b) The Board cannot delegate the following responsibilities to a managing Board Member or a committee of Board Members:
(i) Seeking Board Member approval on a decision.
(ii) Filling a vacancy among the Board Members, the auditor, or a person appointed to conduct a review engagement.
(iii) Appointing additional Board Members.
(iv) Issuing debt obligations except as authorized by the Board Members.
(v) Approving financial statements
(vi) Changing the By-Laws
(vii) Establishing Membership dues or contributions.
c) The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
23. GENERAL COMMITTEE RULES
a) Committee decisions are subject to the final approval of the Board.
b) The membership of the Board Committees will be determined by the Board.
c) The Chair of the Board is an ex-officio member of each committee with voting rights within each committee, except as stated in Section 5.
d) Each Committee will elect a Committee Chair. The Committee Chair will review the agenda, chair committee meetings and report results to the Board.
24. AMENDMENTS
These bylaws may be enacted by a resolution, repealed, amended, added to or re-enacted by a resolution of the Board receiving the vote of two thirds of all Board Members, at a duly called meeting of the Board. Written notice of such amendment shall be delivered to the Board Members and to those municipalities serviced by the Corporation when amendments to the By-laws are being recommended at least twenty-one (21) days prior to the meeting.
25. RESTRICTED ACTS AFTER NOMINATION DAY
25.1 The Members shall not take any action described in subsection 25.3 after Nomination Day.
25.2 Basis for determination
If a determination under section 25.1:
25.2.1 After Nomination Day but before voting day, the determination shall be based on the nominations submitted for re-election by current Board Members that have been certified and any acclamations made to the new councils or Territory Without Municipal Organization; or
25.2.2 After voting day, the determination shall be based on the declaration of the results of the election including declarations of election by acclamation.
25.3 Restrictions
The actions referred to in section 25.1 are:
a) the appointment or removal from office of any Officer of the Corporation;
b) the hiring or dismissal of any non-union management employee of the Corporation;
c) the disposition of any real or personal property of the Corporation which had a value exceeding Seventy-Five Thousand Dollars ($75,000) when it was acquired by the Corporation; and
d) the making of any expenditures or incurring any other liability which exceeds Seventy-Five Thousand Dollars ($75,000) which had not previously been budgeted for or approved of.
25.4 Exception
Subsection 25.3(c) does not apply if the disposition or liability was included in the most recent budget adopted by the Board Members before Nomination Day in an election year.
25.5 Powers unaffected
Nothing in this section prevents any person or body exercising authority delegated by the Board Members. The Board shall delegate decision making authority to the CAO for the items listed in section 25.3 after Nomination Day but before voting day.
PASSED by the Board this 16th day of May, 2024
