OTTAWA COMMUNITY HOUSING CORPORATION

BOARD OF DIRECTORS MEETING

39 Auriga Drive Date: Thursday, October 14, 2010

Ottawa, Ontario Meeting Start Time: 7:00 p.m.

Directors: Councillor Diane Holmes, Chair; Mr. Denis Chartrand, Vice-Chair; Mr. Shaun Baron, Treasurer; Councillor Peggy Feltmate, Director; Ms. Linda Hoad, Director; Ms. Johanne Lacombe, Director; Ms. Sandra Pilote, Director;

Regrets: Councillor Alex Cullen, Director; Ms. Sarah Kambites, Director; Councillor Christine Leadman, Corporate Secretary; Mayor Larry O’Brien, Ex-Officio Member;

OCH Staff: Ms. Jo-Anne Poirier, Chief Executive Officer; Ms. Laurene Wagner, Executive Director, Tenant Services; Ms. Christiane Hallé, District Director, (Central); Mr. Denis Michel, District Director, (East); Mr. Cliff Youdale, Executive Director, Asset Management; Mr. Brian Gilligan, Executive Director, Community Development; Ms. Susan Rath-Wilson, Executive Director, Organizational Effectiveness; Mr. David McCarron, Executive Director, Corporate Services; Mr. Ven Giannantonio, Director, Finance; Ms. Bernie Dawson, Executive Coordinator; Ms. Annette Jensen, Executive Assistant.

Tenants: 2

1. INTRODUCTION

Councillor Holmes called the meeting to order and welcomed everyone.

2. CONFLICT OF INTEREST DECLARATIONS

There were no declarations of conflict of interest.

3. APPROVAL OF AGENDA

Moved by: Mr. Chartrand

Seconded by: Mr. Baron

That the agenda of the October 14, 2010 Board of Directors meeting be approved.

Carried

4. APPROVAL OF MINUTES

4.1 September 9, 2010 Regular Board Meeting

Moved by: Councillor Feltmate

Seconded by: Ms. Hoad

That the minutes of the September 9, 2010 Board of Directors meeting be approved.

Carried

4.2 Business Arising from the Minutes

5. DELEGATION – AGENDA ITEMS

5.1 Tenant Advisory Group Report

Ms. Pilote, Chair of the Tenant Advisory Group (TAG), presented the following report:

At the TAG meeting on October 12, we reviewed the October Board reports, particularly By-Law No. 6, the section that relates to the Tenant Advisory Group.

Ms. Jennifer Benedict, Tenancy Administration Manager at the Central District, presented on the Rent Geared to Income (RGI) calculation. We were given an update regarding Community Development activities, and the upcoming Tenant Forum on October 23_.

We discussed the District Based Committee (DBC) meetings held in September. The turnout at some districts was better than other districts. We discussed the resignation of a TAG member and agreed to solicit nominations at the December South DBC.

Four TAG members will be attending the ONPHA Conference in Toronto; one of whom is paid by ONPHA.

5.4 Tenant Advisory Group minutes

That the minutes of the August 24, 2010 Tenant Advisory Group meeting be received for information.

Received

6.0 DELEGATION – NON-AGENDA ITEMS

Councillor Holmes presented the Ontario Association Chiefs of Police 2010 Community Mobilization Award to the Lowertown, Our Home Safety Project, in recognition of the safety improvements in their community. Ms. Pilote, a member of the Committee, accepted the award.

7.0 FOR APPROVAL

Report OCHC-088/10 – By-Law 6 – Proposed Amendments Related to Board
Composition and Terms of Office

Ms. Poirier stated that this report will be presented to the Shareholder.

Moved by: Ms. Lacombe

Seconded by: Ms. Hoad

That the Board of Directors repeal By-Law No. 6 and replace it with By-Law 7 with the following amendments:

Section 3.03 d) be amended to read:

Directors appointed from the community at large shall be appointed for a term of up to 3 years from the date of their appointment.

Section 3.03 be amended to include:

3.03 e) Directors appointed from the community at large shall not serve consecutive terms equalling more than six (6) consecutive years. Notwithstanding this, a former Director appointed from the community at large who has served six consecutive years, may be re-appointed to the Board three hundred and sixty six (366) days after he or she last served as a Director.

Section 6.01 be deleted and replaced with:

6.01 Board Committees: The Board may create Board Committee(s), both Standing Committees and Ad Hoc committees, as may be required as determined by the Board.

6.02 Committee Members: The majority of members of each committee shall be Board Directors. Directors may appoint additional committee members from the community at large. Such members shall be called “Community Committee Members”.

6.03 Term of Community Committee Members: Community Committee Members may be appointed for a term of up to one year from the date of appointment. A Community Committee Member may be re-appointed for additional one year terms as determined by the Board of Directors.

6.04 Delegation of Authority to Committees: Directors may delegate to Committee(s) any of the powers of the Directors, subject to the limitations imposed by the Act for the purposes of ensuring, among other things, the effective governance and financial oversight of the Corporation. Unless otherwise determined by the Board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

Carried

7.2 Report OCHC-089/10 – Uncollectible Tenant Debt (Staff Presentation)

Mr. Giannantonio presented the report. He discussed the criteria for tenant debt write-offs, and the total estimated debt for 2010.

Moved by: Mr. Chartrand

Seconded by: Ms. Lacombe

That the Board of Directors approve the write-off of unpaid tenant debt in the amount of $716,804.

Carried

7.3 Report OCHC-090/10 – 2011 Mortgage Renewals – Provincial Reformed and
Municipal Non-Profit (MNP) Programs

Moved by: Ms. Hoad

Seconded by: Mr. Baron

That the Board of Directors:

· Authorize the Ministry of Municipal Affairs and Housing (Ministry) to arrange mortgage refinancing for the mortgage obligations maturing in 2011 within the housing programs currently administered by the City of Ottawa as Service Manager; and

· Endorse the resolution contained in Attachment 1, and re-confirm that the appropriate officials of the Corporation are authorized to take the necessary action to give effect to the above recommendation.

Carried

8. FOR INFORMATION

8.1 Report OCHC-091/10 – Community Capital Program - Update

That the Board of Directors receive this report for information.

Received

9. Chief Executive Officer’s Update

Ms. Poirier reported that Ms. Donna Cansfield, the Parliamentary Assistant for Housing to the new Provincial Minister of Municipal Affairs and Housing, toured social housing stock in the City with OCH and other social housing providers on September 27.

A meeting is planned with Mr. Bob Chiarelli, Provincial Minister of Infrastructure, to discuss OCH infrastructure needs. Meetings are underway with the Canadian Housing Renewal Association, who is currently redefining their role. OCH is urging them to advocate for a National Housing Strategy at the Federal level.

OCH has been very successful in partnering with various volunteer associations in the City. Interior painting in one of the OCH buildings was completed by a group from Architecture for Humanity. The Young Construction Executives Club generously contributed the labour and materials to complete exterior work in another OCH community, providing upgrades to a basketball court and other exterior work. OCH’s Volunteer Engagement Program is being developed, and an information report will be presented to the Board at a later date.

As well, the Canadian Border Services Agency and other work teams have contacted OCH directly to offer their services in OCH communities. There is tremendous growth potential to work with volunteer groups, and this will provide much needed upgrades and improvements to OCH communities.

Ms. Poirier spoke about the upcoming ONPHA conference, where the Clementine Tenants’ Association and OCH will receive awards. She will be part of a delegation that will be meeting with the new Provincial Minister of Municipal Affairs and Housing.

The recently released Community Foundation of Ottawa report “Vital Signs” continues to highlight the need for social housing in the City and the needs of OCH tenants.

An OCH tenant who has a B.A. in Law, has worked with MPP Yasir Naqvi to bring forward Bill 53, proposing changes to the Residential Tenancies Act to shorten the period of notice required for victims of violence to terminate their tenancies. This may not be applicable to the majority of OCH tenants, as they are able to apply for emergency transfers under these circumstances.

10. Chair’s Update

Councillor Holmes reported on the need for a National Housing Strategy, as Canada is the only country in the G8 Group without such a strategy. A Municipal Housing Statement would also assist in providing a priority for action on this critical issue for OCH tenants, as well as the thousands of people currently waiting for social housing in Ottawa.

11. Enquiries from the Board

Councillor Feltmate commented on the OCH staff recognition breakfast, where a tenant spoke on the life-changing impact OCH housing and staff had on her and her family. Councillor Feltmate recommended that the tenant be invited to speak to the Board. She also complimented the staff who organized and participated in the breakfast, it was a very positive team-building event and a sign of how far the organization has come over the past few years.

12. Adjournment

Moved by: Ms. Lacombe

Seconded by: Ms. Pilote

That the meeting of the OCH Board of Directors be adjourned.

Carried

The meeting was adjourned at 7:30 p.m.

________________________

Corporate Secretary

Report No.: OCHC-088/10 Meeting Date: October 14, 2010

OTTAWA COMMUNITY HOUSING CORPORATION

REPORT TO THE BOARD OF DIRECTORS

FOR APPROVAL

1. SUBJECT

By-Law 6 – Proposed Amendments Related to Board Composition and Terms of Office.

2. RECOMMENDATIONS

That the Board of Directors repeal By-Law No. 6 and replace it with By-Law 7 with the following amendments:

2.1 Section 3.03 d) be amended to read:

Directors appointed from the community at large shall be appointed for a term of up to 3 years from the date of their appointment.

Section 3.03 be amended to include:

2.2 Section 6.01 be deleted and replaced with:

6.01 Board Committees: The Board may create Board Committee(s), both Standing Committees and Ad Hoc committees, as may be required as determined by the Board.

Jo-Anne Poirier Contact: Kelly Hastings

Chief Executive Officer 613-520-2287

Susan Rath-Wilson

613-731-7223 ext. 298

3. BACKGROUND

By-Law No. 6 (Attachment 1) governs the general conduct of business and affairs of OCH. From time to time, the By-Law is reviewed to ensure it supports OCH’s governance requirements. The By-Law was last amended in 2007 to increase the number of community members on OCH’s Board and to add an OCH tenant to the Board of Directors.

The By-Law states that the Board shall consist of no fewer than three (3) and no more than fourteen (14) Directors, as determined by the Shareholder. In addition, the Shareholder may designate one or more individuals as ex-officio Directors (By-Law 6 section 3.01).

Currently, OCH has 11 Board Directors.

How to Amend the By-Law

The process for amending the By-Law is prescribed in the Business Corporations Act and is quite simple. The By-Law can be changed by a resolution of the Board and must be approved by the Shareholder.

a) The Board of Directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of a corporation.

b) The Board of Directors shall submit the by-law, amendment or repeal to the shareholder at the next meeting of shareholder, and the shareholder may confirm, reject or amend the by-law, amendment or repeal.

c) The by-law, amendment or repeal is effective from the date of the resolution of the directors until it is:

· confirmed, confirmed as amended or rejected by the shareholder; or

· is rejected by the shareholder; and,

· if the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was confirmed by the shareholder.

4. DISCUSSION

The By-Law has been reviewed as part of OCH’s most current Board governance processes.

Recommendation 2.1

Currently, OCH By-Law No. 6 prescribes mandatory terms for each category of Board member as follows:

a) the Mayor shall serve a term co-incident with his elected term as Mayor of the City of Ottawa;

b) the Tenant shall serve a term co-incident with his term as a member and Chair of the Tenant Advisory Group (2years)

c) Councillors shall serve a term co-incident with their elected term to Council; and,

d) Directors appointed from the community at large shall serve for a term of three (3) years from their date of appointment.

Notwithstanding the foregoing, a Director shall remain in office until a successor is appointed unless the Director’s office is vacated pursuant to the provisions of Sections 3.11 (removal by shareholder) and 3.12 (death, resignation, ceasing to qualify for category etc).

The impact of the prescribed terms is shown in Attachment 2 - OCH Board Director Turnover. At the end of 2010, the terms of ten of eleven of OCH’s Board Directors will end.

Amending section 3.03 to allow appointment of Community Board Directors for one, two or three years will have several benefits for OCH’s governance. The term of each Community Director may be renewed for a subsequent term of one, two or three years as determined appropriate by the Shareholder. It will allow the Shareholder to ensure that there is continuity of experience and expertise on the OCH Board.

Staggering the terms of Community Board Directors will provide an opportunity for mentorship of newer Directors by experienced Directors. In addition, it will give Directors some flexibility in terms of the commitment they are willing or able to make to the OCH Board. While there are identifiable benefits to Board member continuity, such continuity must be balanced with the opportunity to change membership to meet evolving corporate needs.

Recommendation 2.2

In 2009, OCH appointed community members who are not members of the OCH Board of Directors to Board Committees. It is a common practice for Boards of Directors to recruit committee members who can provide a particular expertise to the Board Committees.

Currently, OCH By-Law No. 6 requires Committee Members to be Board Directors. It does not contemplate Community Committee Members who are not Board Directors. By-Law 6 states:

6.01 Delegation - Directors shall appoint from their number one or more committees of Directors and delegate to such committee(s) any of the powers of the Directors, subject to the limitations imposed by the Act for the purposes of ensuring, among other things, effective governance and financial oversight of the Corporation. Unless otherwise determined by the Board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to regulate its procedure.

In addition to adding expertise to OCH’s Board, this practice introduces new community members to the Board and the corporation. Community Committee Members may become potential Board Directors who bring with them a more in-depth knowledge of the Corporation.

Amending this section of the By-Law will make the By-Law reflect current Board practice.

Implementation:

The amendments to the By-Law will be binding on all Shareholder appointments to the Board after the amendments are approved by the Board of Directors. Future appointments of members of the community at large will:

§ be for terms of up to three years; and,

§ not serve consecutive terms equalling more than 6 (six) consecutive years.

OCH will meet with current members appointed from the community at large who are interested in being reappointed to the Board of Directors. The purpose of such meetings will be to discuss the length of terms for future appointments to ensure the term is one to which the community member can commit his or her time and is appropriate for achieving the highest level of continuity on the Board as a whole.

Unless a Board member’s term ends prior to end of the term for which he or she was appointed, only the Shareholder may make appointments to the OCH Board of Directors. Board appointments will usually occur in either the January meeting of the Shareholder or at the Annual General Meeting (AGM) of the Shareholder which occurs in May or June. Generally, City Councillors and the Tenant Board member will be appointed in January while community members of the Board will be appointed at the (AGM). Any other vacancies on the Board will be filled either by appointment of the Board of Directors to complete a previous Shareholder appointment or by the Shareholder at the next available opportunity after a new member has been selected.

5. CONSULTATION

The recommendations were made after a review of OCH’s current practices in relation to By-Law 6, in consultation with OCH’s senior management team. The Governance Sub-Committee considered these recommendations at their meetings of June 29 and August 26, 2010.

6. FINANCIAL IMPACT

There is no financial impact related to this report.

_____________________________

Ven Giannantonio

Director of Finance

ATTACHMENTS

Attachment 1: By-Law No. 6

Attachment 2: OCH Board Director Turnover

BY-LAW NO. 6

A by-law relating generally to the conduct of the business and affairs of the Ottawa Community Housing Corporation (herein called the "Corporation"). This By-Law No. 6 repeals and replaces By-Law No. 5.

1. ..... INTERPRETATION

2. ..... REGISTERED OFFICE AND SEAL

3. ..... DIRECTORS

4. ..... MEETINGS OF DIReCTORS

5....... Rules of Conduct and Debate FOR BOARD MEETINGS

6. ..... Committees of the Board

7. ..... REMUNERATION OF DIRECTORS

8. ..... OFFICERS AND PERSONNEL

9. ..... standard of care and liability of directors and officers

10. ... INDEMNIFICATION OF DIRECTORS AND OFFICERS

11. ... MEeTINGS OF SHAREHOLDERS

12. ... SHARES AND TRANSFERS

13. ... execution of documents

14. ... NOTICES

15. ... banking and fiscal

16. ... Repeal

17. ... AMENDMENT

18. ... EFFECTIVE DATE

1. INTERPRETATION

1.01 In this by-law, unless the context otherwise requires:

a) "Act" means the Business Corporations Act of the Province of Ontario together with the regulations made pursuant thereto and any statute or regulations that may be substituted therefore, as amended from time to time;

b) "Articles" means the articles of incorporation of the Corporation as amended or restated from time to time;

c) "Board" means the board of directors of the Corporation;

d) “City Living” means the City of Ottawa Non-Profit Housing Corporation;

e) "By-law" means this by-law;

f) “Community Appointee” means an individual selected by the Board in compliance with Section 3.08;

g) "Corporation" means this Corporation;

h) “Council” means the elected council of the Shareholder;

i) “Council Nominee” means a member of Council nominated by Council;

j) "Director" means a director of the Corporation;

k) "notice" means written or electronic notice;

l) "person" means an individual, a corporation, the Crown, a municipality, an agency, a board, a commission or any other entity;

m) "recorded address" means, in the case of a shareholder, his address as recorded in the shareholders' register; and, in the case of a Director, officer, auditor or member of a committee of the Board, his latest address recorded in the records of the Corporation;

n) "Shareholder" means the City of Ottawa; and

o) “Tenant Nominee” means an OCH tenant who shall be Chair of the Tenant Advisory Group pursuant to the provisions of Section 3.07.

1.02 In this by-law where the context requires, words importing the singular include the plural and vice versa, and words importing gender include the masculine, feminine and neuter genders.

1.03 Save as aforesaid, all the words and terms appearing in this by-law shall have the same definitions and application as in the Act.

1.04 In the event of a conflict between the provisions of this by-law and any other by-law of the Corporation, except a by-law amending or repealing all or any part of this by-law, the provisions of this by-law shall prevail.

2. REGISTERED OFFICE AND SEAL

2.01 Registered Office - The registered office of the Corporation shall be in the City of Ottawa.

2.02 Corporate Seal - The Corporation may have a corporate seal which shall be adopted and may be changed by resolution of the Board.

3. DIRECTORS

3.01 Number of Directors - The Board shall consist of no fewer than three (3) and no more than fourteen (14) Directors, as determined by the Shareholder. In addition, the Shareholder may designate one or more individuals as ex-officio directors.

3.02 Categories of Directors – The Shareholder shall appoint Directors comprised of the number and categories as follows:

a) one (1) who shall be the Mayor of the City of Ottawa (an ex-officio director);

b) one (1) OCH tenant who shall be the Chair of the Tenant Advisory Group;

c) a minimum of four (4) shall be Councillors, other than the Mayor; and

d) a minimum of five (5) shall be appointed from the community at large (“a Community Appointee”).

3.03 Term of Office – The term of office for each category of Directors shall be as follows:

e) the Mayor shall serve a term co-incident with his elected term as Mayor of the City of Ottawa;

f) the Tenant shall serve a term co-incident with his term as a member and Chair of the Tenant Advisory Group;

g) Councillors shall serve a term co-incident with their elected term to Council; and,

h) Directors appointed from the community at large shall serve for a term of three (3) years from their date of appointment.

Notwithstanding the foregoing, a Director shall remain in office until a successor is appointed unless the Director’s office is vacated pursuant to the provisions of Sections 3.11 and 3.12.

3.04 District Based Committees – Each of OCH’s four districts shall have a District Based Committee. District Based Committees shall be comprised of OCH Tenant Association Executive members, OCH tenant community leaders and any interested OCH tenant. The mandate of the District Based Committees is to provide a forum for exchange of ideas and information, between OCH and tenants, on operational issues which affect multiple communities. Such issues include safety initiatives, OCH tenant-related policies, maintenance, capital repairs and initiatives, and the OCH budget. Each District Based Committee shall elect one (1) Chair who shall be a member of the Tenant Advisory Group and one (1) Vice-Chair who shall support the District Based Committee operations in the district. Each community represented at a District Based Committee election meeting shall cast a maximum of two (2) votes. The tenant with the most votes shall be the Chair of the District Based Committee and a member of the Tenant Advisory Group. The tenant with the second highest number of votes shall be the Vice-Chair of the District Based Committee.

3.05 Tenant Advisory Group – The Tenant Advisory Group to the Board shall be comprised of eight (8) tenant members. Four (4) tenant members shall be appointed by the Board. The remaining four tenant members shall be elected by District Based Committees. Each District Based Committee shall elect one (1) of the four (4) tenant members. The Tenant Advisory Group to the Board shall operate in accordance with the Terms of Reference set forth in Board Report No. OCHC-059/04 approved by the Board on September 21, 2004 and as may be amended from time to time. The term of office for Tenant Advisory Group members shall be two (2) years. Appointed Tenant Advisory Group members may be re-appointed by the Board for a subsequent term. Elected Tenant Advisory Group members may be re-elected by their respective District Based Committee to serve a subsequent term.

3.06 Tenant Advisory Group Selection: The four (4) tenant members who shall be appointed by the OCH Board of Directors shall be appointed in accordance with the following criteria:

a) Representation from each of the four geographic districts of OCH;

b) Representation from different types of communities and buildings;

c) Representation from larger OCH communities;

d) Representation which reflects the diversity of OCH’s tenant population; and,

e) Representation from tenants with volunteer experience in tenant related structures or organizations.

The four tenant members who are elected by the District Based Committees shall be elected pursuant to the provisions of section 3.04. The Tenant Advisory Group shall elect a Chair by simple majority of members present at the meeting.

3.07 Tenant Appointee - The Chair of the Tenant Advisory Group shall be nominated by the Board for appointment by the Shareholder to the OCH Board of Directors.

3.08 Board Community Appointee Qualifications – Community Appointees shall be individuals resident in the City of Ottawa who do not reside in accommodation owned by the Corporation or City Living, are not employees of the Corporation or City Living, and are not Members of Council. It is desirable that the Community Appointees possess a range of skills that may be drawn upon by the Board in conducting its affairs. The Board shall consider the profile of skills, if any, developed by the Board or any committee of the Board, in selecting Community Appointees. No individual Appointee must possess all such skills and no slate of Community Appointees collectively is required to possess all of these skills.

3.09 Re-Appointment – A Director may be reappointed at the expiration of his or her term of office.

3.10 Resignation - A Director may resign from office upon giving a written resignation to the Corporation and such resignation becomes effective when received by the Corporation or at the time specified in the resignation, whichever is later.

3.11 Removal - The Shareholder may, by ordinary resolution passed at an annual or special meeting, remove any Director or Directors from office before the expiration of his or their respective terms and may, by a majority of the votes cast at the meeting, appoint any person in his place for the remainder of his term, provided that such person shall be a member of the category specified in Section 3.12 to which the person’s predecessor belonged.

3.12 Vacating of Office – The office of a Director shall be vacated upon any of the following occurrences:

a) the Director dies;

b) the Director resigns in writing to the Corporation and such resignation, if not effective immediately, becomes effective in accordance with its terms;

c) the Director is removed from office by the Shareholder;

d) the Director:

(i) fails to attend three consecutive regularly scheduled meetings of the Board;

(ii) misses more than 25% of the regularly scheduled meetings of the Board in any 12 month period;

unless the Board by resolution determines that such Director may continue to hold office; or

e) the Director ceases to qualify for the category of Director for which that Director was appointed.

3.13 Vacancies – In the event of a vacancy in the Board, any replacement Director appointed by the Board shall belong to the category of the Director so replaced A replacement Director shall hold office, subject to Section 3.10, for the balance of the term of the Director whose office was vacated.

3.14 Disqualification of Directors – The following persons are disqualified from being a director of the corporation:

a) a person who is less than eighteen years of age;

b) a person who is of unsound mind and has been so found by a Court in Canada or elsewhere;

c) a person who is not an individual;

d) a person who has the status of bankrupt.

3.15 Chair and Vice-Chair - The Chair and Vice-Chair shall be elected by the Directors in separate elections by secret ballot, at the first meeting of each calendar year. The Chair shall be confirmed by the Shareholder. If the Shareholder rejects the Chair, the office shall be vacated. In the event that the Chair resigns or the office becomes vacant during such term, the Directors shall appoint a replacement Chair to hold office until the expiration of the original term of the Chair, subject to confirmation of the Shareholder.

4. MEETINGS OF DIReCTORS

4.01 Meetings by Telephone - Where all the Directors present at or participating in the meeting have consented, any Director may participate in a meeting of the Board or of a committee of the Board by means of conference telephone, electronic or other communications facilities that permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and a Director participating in such a meeting by such means is deemed to be present at the meeting.

4.02 Calling of Meetings - Meetings of the Board shall be held from time to time at such place, at such time and on such day as the Chair, or any two Directors determine. Notice of every meeting so called shall be given to each Director not less than 48 hours (excluding any part of a Sunday and of a holiday as defined by the Interpretation Act (Ontario)) before the time when the meeting is to be held. However, a meeting may be held without notice if all the Directors are present and agree and if those absent have waived notice of, or otherwise signified their consent to the holding of such meeting.

4.03 Regular Meeting - The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director immediately after being passed, and no other notice shall be required for any such regular meetings except where the Act requires the purpose or the business to be transacted to be specified.

4.04 Quorum - A majority of the Directors then in office constitutes a quorum at any meeting of Directors.

4.05 Chair - The chair of any meeting of the Board shall be:

a) the Chair, or

b) if the Chair is not available, then the Vice-Chair, or if neither is available, then another Director who is present at the meeting and selected by the Directors who are present.

4.06 Votes to Govern - At all meetings of the Board, each Director shall have one vote and every question shall be decided by a majority of votes cast on the question.

4.07 Casting Vote - In the case of an equality of votes on any resolution, the resolution shall be deemed lost. The Chair shall not have a second or casting vote.

4.08 Resolution in Lieu of Meeting - A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors. A copy of every such resolution shall be kept with the minutes of the proceedings of the Directors or committee of Directors.

4.09 Conflict of Interest - Disclosure of Interest in Contracts

In addition to and not in substitution for any conflict of interest policies from time to time enacted or promulgated by the Corporation:

a) every Director or officer of the Corporation who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, or is a Director or officer of or has a material interest in any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose in writing to the Corporation or request to have entered in the minutes of the meeting of Directors the nature and extent of his interest at the time and in the manner required by the Act; and

b) any such contract or proposed contract shall be referred to the Board or Shareholder for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the Board or the Shareholder, and a director interested in a contract so referred to the Board shall not participate in debate nor vote on any resolution to approve the contract except as provided by the Act.

5. Rules of Conduct and Debate FOR BOARD MEETINGS

5.01 Rules of Conduct for Board Meetings – The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern all meetings of the Board in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules the Corporation may adopt.

6. Committees of the Board

7. REMUNERATION OF DIRECTORS

7.01 Remuneration - The Directors of the Corporation shall hold office without direct or indirect remuneration for that office from the Corporation, but may receive:

a) remuneration from the Shareholder; and

b) reimbursement for reasonable expenses incurred in the performance of duties as Directors of the Corporation.

8. OFFICERS AND PERSONNEL

8.01 Appointment - The Board shall from time to time appoint a Chief Executive Officer, a Secretary and a Treasurer, and such other officers as the Board may determine. The Board may specify the duties of and in accordance with this by-law, delegate to such officers powers to manage the business and affairs of the Corporation.

8.02 Terms and Remuneration - The terms of employment and remuneration of all officers elected or appointed by the Board shall be determined by resolution of the Board. The Board shall also have the power to authorize the reimbursement of any Director or officer of the Corporation for reasonable expenses incurred in the performance of duties.

8.03 Chief Executive Officer– Subject to the authority of the Board, the Chief Executive Officer shall:

a) supervise the affairs and business of the Corporation;

b) appoint and remove any and all employees and agents of the Corporation not elected or appointed by the Board and settle the terms of their employment, including remuneration, within policies approved by the Board; and

c) carry out such other duties as the Board may prescribe.

8.04 Secretary - The Board shall from time to time appoint a Secretary. The Secretary shall:

a) attend meetings of the Directors, the Shareholder and committees of the Board and shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings at such meetings;

b) give, or cause to be given, when instructed, notices required to be given to the Shareholder, Directors, auditor and members of committees;

c) be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and

d) perform such other duties as may from time to time be prescribed by the Board.

8.05 Treasurer – The Board shall from time to time appoint a Treasurer. The Treasurer shall:

a) keep, or cause to be kept, proper accounting records as required by the Act;

b) deposit, or cause to be deposited, all monies received by the Corporation in the Corporation’s bank account;

c) under the direction of the Board, supervise the safekeeping of securities and the disbursement of the funds of the Corporation;

d) render or cause to be rendered to the Board, whenever required, an account of all his transactions as Treasurer and of the financial position of the Corporation; and

e) perform such other duties as may from time to time be prescribed by the Board.

8.06 Other Officers – The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them. Any of the powers and duties of an officer to whom as assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

8.07 Engaging of Employees – The Board may engage, or arrange for the services of employees, agents and other personnel as may be required to perform such duties and exercise such powers as may be assigned to them by the Board.

8.08 Remuneration of Officers and Employees – The Board shall have the power to fix the remuneration payable to the Corporation’s officers and employees.

8.09 Conflict of Interest – An officer shall disclose his interest in any material contract or transaction or proposed material contract or transaction with the Corporation in accordance with Section 4.09 herein.

9. standard of care and liability of directors and officers

9.01 Standard of Care – Every Director and officer of the Corporation, in exercising his powers and discharging his duties, shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

9.02 Limitation of Liability – Subject to paragraph 8.01, no Director or officer shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee, or for any loss, damage or expense happening to the Corporation through the letting or subletting of land or premises owned or managed by the Corporation or through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency in the maintenance, repair or renovation of any building comprising the projects under the control of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person, firm or corporation with whom or which any monies, securities, or effects of the Corporation shall be lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Corporation, or for any loss occasioned by any error of judgment or oversight on his part in the operation, management or administration of the housing projects under the control of the Corporation, or for any other loss, damage or misfortune whatever, which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own dishonesty, willful neglect or willful default; provided that nothing herein shall relieve any Director or officer from the duty to act in accordance with the Act or from liability for any breach of the Act.

10. INDEMNIFICATION OF DIRECTORS AND OFFICERS

10.01 Indemnification - The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a Shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or body corporate, if

a) he 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, he had reasonable grounds for believing that his conduct was lawful.

10.02 Insurance – The Corporation may purchase insurance for the benefit of its Directors and Officers.

11. MEETINGS OF SHAREHOLDERS

11.01 Annual Meetings - The annual meeting of the Shareholder of the Corporation shall be held at such time and on such day in each year as the Board or the Chair may from time to time determine for the purposes of receiving the reports and statements required by the Act to be laid before the annual meeting, appointing Directors, appointing auditors and fixing or authorizing the Board to fix their remuneration, and for the transaction of such other business as may properly be brought before the meeting.

11.02 Special Meetings - The Board or the Chair may at any time call a special meeting of the Shareholder for the transaction of any business which may properly be brought before such meeting of the Shareholder.

11.03 Place of Meeting - Meetings of the Shareholder shall be held at such place in the City of Ottawa as determined by the Board or the Chair.

11.04 Notice of Meetings - Notice of the time and place of each meeting of the Shareholder shall be sent not less than ten (10) days and not more than fifty (50) days before the date of the meeting to the auditor of the Corporation, to each Director, and to each member of Council. Notice of a special meeting of the Shareholder shall state:

a) the nature of the business to be transacted at the meeting in sufficient detail to permit the Shareholder to form a reasoned judgment on the business; and

b) the text of any special resolution or by‑law to be submitted to the meeting.

The Shareholder and any other person entitled to attend a meeting of the Shareholder may in any manner and at any time waive notice of or otherwise consent to a meeting of the Shareholder.

11.05 Persons Entitled To Be Present - The only persons entitled to attend a meeting of the Shareholder shall be the Shareholder represented by Council, the Directors and the auditor of the Corporation and others who although not entitled to vote are entitled or required under any provision of the Act or by‑laws of the Corporation to be present at the meeting. Any other persons may be admitted only on the invitation of the Shareholder.

11.06 Adjournment - The Shareholder may adjourn any Shareholder’s meeting from time to time and from place to place.

11.07 Resolution in Lieu of Meeting - Except where a written statement with respect to the subject matter of the resolution is submitted by a Director or the auditor in accordance with the Act,

a) a resolution in writing signed by the Shareholder is as valid as if it had been passed at a meeting of the Shareholder; and

b) a resolution in writing dealing with any matter required by the Act to be dealt with at a meeting of the Shareholder, and signed by the Shareholder, satisfies all the requirements of the Act relating to that meeting of the Shareholder.

11.08 Chair - The chair of any meeting of the Shareholder shall be:

c) the Chair, or

d) if the Chair is not available, then the Vice-Chair, or if neither is available, then a member of Council agreed upon by resolution of the Council.

11.09 Rules of Procedure - The rules of procedure for the conduct of meetings of the Shareholder shall be the same as the rules of procedure for the conduct of meetings of the Council, or such other rules of procedure that the Shareholder may adopt.

12. SHARES AND TRANSFERS

12.0l Share Issuance – No shares in the capital of the Corporation in addition to those deemed issued under By-law No. 1 shall be issued to any person other than the Shareholder.

12.02 Restriction on Securities - Any invitation to the public to subscribe for securities of the Corporation is prohibited.

12.03 Share Certificates - Every holder of one or more shares of the Corporation is entitled, at his option, to a share certificate, or to a non‑transferable written acknowledgment of his right to obtain a share certificate, stating the number and class or a series of shares held by him as shown in the records of the Corporation. Share certificates and acknowledgments of a shareholder's right to a share certificate shall be in such form as the Board shall from time to time approve. Any share certificate shall be signed in accordance with Section 13.01 herein and need not be under the corporate seal.

12.04 Replacement of Share Certificates - The Directors may by resolution prescribe, either generally or in a particular case, the conditions upon which a new share certificate may be issued to replace a share certificate which has been defaced, lost, stolen or destroyed.

13. execution of documents

13.01 Signing Officers - Deeds, transfers, assignments, contracts and obligations of the Corporation may be signed by the Chief Executive Officer or any other person designated by the Directors. Notwithstanding this, the Board may at any time and from time to time direct the manner in which and the person or persons by whom any particular deed, transfer, contract or obligation or any class of deeds, transfers, contracts or obligation or any class of deeds, transfers, contracts or obligations may be signed.

13.02 Seal - Any person authorized to sign any document may affix the corporate seal.

14. NOTICES

14.01 Giving Notice - The giving (including the sending, delivering or serving) of any notice (including any communication or other document) pursuant to the Act, the Articles or by‑laws shall be sufficiently given if delivered personally, by facsimile, by e-mail, or by prepaid regular mail.

14.02 Deemed Notice - A notice is deemed to have been given:

i) at the time delivered in the case of personal delivery;

ii) if delivered by facsimile or by email, at the time of such facsimile or email if sent on or prior to 3 p.m. on the date sent; and otherwise; on the next day which is not a Saturday, Sunday or a statutory holiday in the Province of Ontario; or

iii) five (5) days after the mailing if sent by prepaid regular mail, in the absence of a postal disruption.

14.03 Omissions and Errors - The accidental omission to give any notice, or the non‑receipt of any notice, or any error in any notice not affecting its substance, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on the notice.

14.04 Waiver of Notice - Any person entitled to a notice may at any time in writing waive same or abridge the time for its delivery, and any such waiver, whether given before or after the conduct of the business to which the notice relates shall cure any default in the giving or timeliness of such notice.

15. banking and fiscal

15.0l Banking - The banking business of the Corporation shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board under such agreements, instructions, and delegation of powers, subject to paragraph 13.01 as the Board may from time to time authorize.

15.02 Signing of Cheques - All cheques and other negotiable instruments for the payment of money shall be signed in such manner and by such officers or persons as the Board may from time to time designate.

15.03 Financial Year - The financial year of the Corporation shall terminate on the 31^st day of December in each year.

16. Repeal

16.01 Upon this by-law coming into force, By-Law No. 5 is repealed, provided that such repeal shall not affect its previous operation or the validity of any act done or any right, privilege, obligation or liability acquired or incurred pursuant to such By-law prior to its repeal. The validity of resolutions of the Shareholder or Board with continuing effect passed under any such repealed By-law shall continue, expect to the extent inconsistent with this By-law.

17. AMENDMENT

17.01 No amendment or replacement of this By-law shall be effective until the approval of the Shareholder is first obtained.

18. EFFECTIVE DATE

18.01 Effective Date -This by‑law shall come into force on the date that it is passed by resolution of the Shareholder.

ENACTED by the Corporation’s Board of Directors May 10^th 2007.

PASSED by the Shareholder on June 13^th 2007.

OTTAWA COMMUNITY HOUSING CORPORATION

_____________________________ _____________________________
Chair Corporate Secretary

BY-LAW NO. 7

A by-law relating generally to the conduct of the business and affairs of the Ottawa Community Housing Corporation (herein called the "Corporation"). This By-Law No. 7 repeals and replaces By-Law No. 6.

1. ..... INTERPRETATION

2. ..... REGISTERED OFFICE AND SEAL

3. ..... DIRECTORS

4. ..... MEETINGS OF DIReCTORS

5....... Rules of Conduct and Debate FOR BOARD MEETINGS

6. ..... Committees of the Board

7. ..... REMUNERATION OF DIRECTORS

8. ..... OFFICERS AND PERSONNEL

9. ..... standard of care and liability of directors and officers

10. ... INDEMNIFICATION OF DIRECTORS AND OFFICERS

11. ... MEeTINGS OF SHAREHOLDERS

12. ... SHARES AND TRANSFERS

13. ... execution of documents

14. ... NOTICES

15. ... banking and fiscal

16. ... Repeal

17. ... AMENDMENT

18. ... EFFECTIVE DATE

1. INTERPRETATION

1.01 In this by-law, unless the context otherwise requires:

p) "Act" means the Business Corporations Act of the Province of Ontario together with the regulations made pursuant thereto and any statute or regulations that may be substituted therefore, as amended from time to time;

q) "Articles" means the articles of incorporation of the Corporation as amended or restated from time to time;

r) "Board" means the board of directors of the Corporation;

s) “City Living” means the City of Ottawa Non-Profit Housing Corporation;

t) "By-law" means this by-law;

u) “Community Appointee” means an individual selected by the Board in compliance with Section 3.08;

v) "Corporation" means this Corporation;

w) “Council” means the elected council of the Shareholder;

x) “Council Nominee” means a member of Council nominated by Council;

y) "Director" means a director of the Corporation;

z) "notice" means written or electronic notice;

aa) "person" means an individual, a corporation, the Crown, a municipality, an agency, a board, a commission or any other entity;

bb)"recorded address" means, in the case of a shareholder, his address as recorded in the shareholders' register; and, in the case of a Director, officer, auditor or member of a committee of the Board, his latest address recorded in the records of the Corporation;

cc) "Shareholder" means the City of Ottawa; and

dd) “Tenant Nominee” means an OCH tenant who shall be Chair of the Tenant Advisory Group pursuant to the provisions of Section 3.07.

1.02 In this by-law where the context requires, words importing the singular include the plural and vice versa, and words importing gender include the masculine, feminine and neuter genders.

1.03 Save as aforesaid, all the words and terms appearing in this by-law shall have the same definitions and application as in the Act.

2. REGISTERED OFFICE AND SEAL

2.01 Registered Office - The registered office of the Corporation shall be in the City of Ottawa.

2.02 Corporate Seal - The Corporation may have a corporate seal which shall be adopted and may be changed by resolution of the Board.

3. DIRECTORS

3.02 Categories of Directors – The Shareholder shall appoint Directors comprised of the number and categories as follows:

e) one (1) who shall be the Mayor of the City of Ottawa (an ex-officio director);

f) one (1) OCH tenant who shall be the Chair of the Tenant Advisory Group;

g) a minimum of four (4) shall be Councillors, other than the Mayor; and

h) a minimum of five (5) shall be appointed from the community at large (“a Community Appointee”).

3.03 Term of Office – The term of office for each category of Directors shall be as follows:

i) the Mayor shall serve a term co-incident with his elected term as Mayor of the City of Ottawa;

j) the Tenant shall serve a term co-incident with his term as a member and Chair of the Tenant Advisory Group;

k) Councillors shall serve a term co-incident with their elected term to Council;

l) Directors appointed from the community at large shall be appointed for a term of up to 3 years from the date of their appointment; and,

m) Directors appointed from the community at large shall not serve consecutive terms equalling more than six (6) consecutive years. Notwithstanding this, a former Director appointed from the community at large who has served six consecutive years, may be re-appointed to the Board three hundred and sixty six (366) days after he or she last served as a Director.

Notwithstanding the foregoing, a Director shall remain in office until a successor is appointed unless the Director’s office is vacated pursuant to the provisions of Sections 3.11 and 3.12.

3.06 Tenant Advisory Group Selection: The four (4) tenant members who shall be appointed by the OCH Board of Directors shall be appointed in accordance with the following criteria:

f) Representation from each of the four geographic districts of OCH;

g) Representation from different types of communities and buildings;

h) Representation from larger OCH communities;

i) Representation which reflects the diversity of OCH’s tenant population; and,

j) Representation from tenants with volunteer experience in tenant related structures or organizations.

3.07 Tenant Appointee - The Chair of the Tenant Advisory Group shall be nominated by the Board for appointment by the Shareholder to the OCH Board of Directors.

3.08 Board Community Appointee Qualifications – Community Appointees shall be individuals resident in the City of Ottawa who do not reside in accommodation owned by OCH, are not employees of OCH, and are not Members of Council. It is desirable that the Community Appointees possess a range of skills that may be drawn upon by the Board in conducting its affairs. The Board shall consider the profile of skills, if any, developed by the Board or any committee of the Board, in selecting Community Appointees. No individual Appointee must possess all such skills and no slate of Community Appointees collectively is required to possess all of these skills.

3.09 Re-Appointment – A Director may be reappointed at the expiration of his or her term of office.

3.12 Vacating of Office – The office of a Director shall be vacated upon any of the following occurrences:

a) the Director dies;

b) the Director resigns in writing to the Corporation and such resignation, if not effective immediately, becomes effective in accordance with its terms;

c) the Director is removed from office by the Shareholder;

d) the Director:

(iii) fails to attend three consecutive regularly scheduled meetings of the Board;

(iv) misses more than 25% of the regularly scheduled meetings of the Board in any 12 month period;

unless the Board by resolution determines that such Director may continue to hold office; or

e) the Director ceases to qualify for the category of Director for which that Director was appointed.

3.14 Disqualification of Directors – The following persons are disqualified from being a director of the corporation:

e) a person who is less than eighteen years of age;

f) a person who is of unsound mind and has been so found by a Court in Canada or elsewhere;

g) a person who is not an individual;

h) a person who has the status of bankrupt.

4. MEETINGS OF DIReCTORS

4.04 Quorum - A majority of the Directors then in office constitutes a quorum at any meeting of Directors.

4.05 Chair - The chair of any meeting of the Board shall be:

e) the Chair, or

f) if the Chair is not available, then the Vice-Chair, or if neither is available, then another Director who is present at the meeting and selected by the Directors who are present.

4.06 Votes to Govern - At all meetings of the Board, each Director shall have one vote and every question shall be decided by a majority of votes cast on the question.

4.07 Casting Vote - In the case of an equality of votes on any resolution, the resolution shall be deemed lost. The Chair shall not have a second or casting vote.

4.09 Conflict of Interest - Disclosure of Interest in Contracts

In addition to and not in substitution for any conflict of interest policies from time to time enacted or promulgated by the Corporation:

5. Rules of Conduct and Debate FOR BOARD MEETINGS

6. Committees of the Board

6.01 Board Committees: The Board may create Board Committee(s), both Standing Committees and Ad Hoc committees, as may be required as determined by the Board.

7. REMUNERATION OF DIRECTORS

7.01 Remuneration - The Directors of the Corporation shall hold office without direct or indirect remuneration for that office from the Corporation, but may receive:

c) remuneration from the Shareholder; and

d) reimbursement for reasonable expenses incurred in the performance of duties as Directors of the Corporation.

8. OFFICERS AND PERSONNEL

8.03 Chief Executive Officer– Subject to the authority of the Board, the Chief Executive Officer shall:

a) supervise the affairs and business of the Corporation;

c) carry out such other duties as the Board may prescribe.

8.04 Secretary - The Board shall from time to time appoint a Secretary. The Secretary shall:

e) attend meetings of the Directors, the Shareholder and committees of the Board and shall enter or cause to be entered in books kept for that purpose, minutes of all proceedings at such meetings;

f) give, or cause to be given, when instructed, notices required to be given to the Shareholder, Directors, auditor and members of committees;

g) be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and

h) perform such other duties as may from time to time be prescribed by the Board.

8.05 Treasurer – The Board shall from time to time appoint a Treasurer. The Treasurer shall:

f) keep, or cause to be kept, proper accounting records as required by the Act;

g) deposit, or cause to be deposited, all monies received by the Corporation in the Corporation’s bank account;

h) under the direction of the Board, supervise the safekeeping of securities and the disbursement of the funds of the Corporation;

i) render or cause to be rendered to the Board, whenever required, an account of all his transactions as Treasurer and of the financial position of the Corporation; and

j) perform such other duties as may from time to time be prescribed by the Board.

8.06 Other Officers – The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

8.08 Remuneration of Officers and Employees – The Board shall have the power to fix the remuneration payable to the Corporation’s officers and employees.

9. standard of care and liability of directors and officers

10. INDEMNIFICATION OF DIRECTORS AND OFFICERS

c) he acted honestly and in good faith with a view to the best interests of the Corporation; and

d) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

10.02 Insurance – The Corporation may purchase insurance for the benefit of its Directors and Officers.

11. MEETINGS OF SHAREHOLDERS

11.03 Place of Meeting - Meetings of the Shareholder shall be held at such place in the City of Ottawa as determined by the Board or the Chair.

c) the nature of the business to be transacted at the meeting in sufficient detail to permit the Shareholder to form a reasoned judgment on the business; and

d) the text of any special resolution or by‑law to be submitted to the meeting.

The Shareholder and any other person entitled to attend a meeting of the Shareholder may in any manner and at any time waive notice of or otherwise consent to a meeting of the Shareholder.

11.06 Adjournment - The Shareholder may adjourn any Shareholder’s meeting from time to time and from place to place.

11.07 Resolution in Lieu of Meeting - Except where a written statement with respect to the subject matter of the resolution is submitted by a Director or the auditor in accordance with the Act,

c) a resolution in writing signed by the Shareholder is as valid as if it had been passed at a meeting of the Shareholder; and

d) a resolution in writing dealing with any matter required by the Act to be dealt with at a meeting of the Shareholder, and signed by the Shareholder, satisfies all the requirements of the Act relating to that meeting of the Shareholder.

11.08 Chair - The chair of any meeting of the Shareholder shall be:

g) the Chair, or

h) if the Chair is not available, then the Vice-Chair, or if neither is available, then a member of Council agreed upon by resolution of the Council.

12. SHARES AND TRANSFERS

12.0l Share Issuance – No shares in the capital of the Corporation in addition to those deemed issued under By-law No. 1 shall be issued to any person other than the Shareholder.

12.02 Restriction on Securities - Any invitation to the public to subscribe for securities of the Corporation is prohibited.

13. execution of documents

13.02 Seal - Any person authorized to sign any document may affix the corporate seal.

14. NOTICES

14.02 Deemed Notice - A notice is deemed to have been given:

i) at the time delivered in the case of personal delivery;

iii) five (5) days after the mailing if sent by prepaid regular mail, in the absence of a postal disruption.

15. banking and fiscal

15.03 Financial Year - The financial year of the Corporation shall terminate on the 31^st day of December in each year.

16. Repeal

16.01 Upon this by-law coming into force, By-Law No. 6 is repealed, provided that such repeal shall not affect its previous operation or the validity of any act done or any right, privilege, obligation or liability acquired or incurred pursuant to such By-law prior to its repeal. The validity of resolutions of the Shareholder or Board with continuing effect passed under any such repealed By-law shall continue, expect to the extent inconsistent with this By-law.

17. AMENDMENT

17.01 No amendment or replacement of this By-law shall be effective until the approval of the Shareholder is first obtained.

18. EFFECTIVE DATE

18.01 Effective Date -This by‑law shall come into force on the date that it is passed by resolution of the Shareholder.

ENACTED by the Corporation’s Board of Directors October 14^th 2010.

PASSED by the Shareholder on .

OTTAWA COMMUNITY HOUSING CORPORATION

_____________________________ _____________________________
Chair Corporate Secretary

OTTAWA COMMUNITY HOUSING CORPORATION

BOARD OF DIRECTORS MEETING

39 Auriga Drive Date: Thursday, January 13, 2011

Ottawa, Ontario Meeting Start Time: 7:00 p.m.

EXTRACT OF THE PUBLIC BOARD MINUTES

Directors: Councillor Steve Desroches, Chair; Ms. Peggy Feltmate, Vice-Chair; Mr. Shaun Baron, Treasurer; Ms. Linda Hoad, Corporate Secretary; Mr. Denis Chartrand, Director; Councillor Mathieu Fleury, Director; Councillor Diane Holmes, Director; Ms. Sarah Kambites, Director; Ms. Sandra Pilote, Director; Councillor Tim Tierney, Director; Mayor Jim Watson, Ex-Officio.

Regrets: Ms. Johanne Lacombe, Director

OCH Staff: Ms. Jo-Anne Poirier, Chief Executive Officer; Ms. Laurene Wagner, Executive Director, Tenant Services; Ms. Christiane Hallé, District Director, (Central); Ms. Denise Dupuy, District Director, (West); Mr. Denis Michel, District Director, (East); Mr. Cliff Youdale, Executive Director, Asset Management; Mr. Baron Meyerhoffer, Director, Planning & Engineering; Mr. Brian Gilligan, Executive Director, Community Development; Ms. Susan Rath-Wilson, Executive Director, Organizational Effectiveness; Ms. Susan Therien, Manager, Corporate Communications; Ms. Kelly Hastings, Policy and Program Officer; Ms. Annette Keough, Manager, Performance and Quality; Mr. David McCarron, Executive Director, Corporate Services; Mr. Ven Giannantonio, Director, Finance, Mr. Martin Settle, Finance Officer; Ms. Melissa Salvatore, Manager, Human Resources; Ms. Salwa Hamad, Human Resources Administrator; Ms. Bernie Dawson, Executive Coordinator; Ms. Annette Jensen, Executive Assistant.

Tenants: 4

1. INTRODUCTION

Ms. Poirier, Chief Executive Officer, called the meeting to order. The Board members and the attendees introduced themselves.

2. DELEGATION – NON-AGENDA ITEMS

As the outgoing Board Chair, Councillor Holmes presented a certificate to Ms. Christine Leadman in appreciation of her service as a Board member for the past four years. Ms. Leadman served as Corporate Secretary and as a member of the Corporate Affairs Committee.

3. Report OCHC-001/11 - 2011 Inaugural Board Meeting

3.1 Election of Chairperson – presided over by the CEO

Ms. Poirier stated that she would be presiding over the election of the 2011 Chairperson and that the Chair would then attend to the election of the Vice-Chairperson, Treasurer, and Corporate Secretary. She invited nominations for the position of Chairperson.

Councillor Holmes nominated Councillor Desroches. The nomination was seconded by Ms. Feltmate. Ms. Poirier called for further nominations for the position of Chairperson. There were no further nominations and she proposed that nominations be closed. This was agreed to by the members in attendance. It was subsequently moved as follows:

Moved by: Councillor Holmes

Seconded by: Ms. Feltmate

That subject to confirmation by the Shareholder, Board member Councillor Steve Desroches be appointed to the position of Chairperson of Ottawa Community Housing Corporation for the calendar year 2011.

Carried

3.2 Address by Chairperson

Councillor Desroches addressed the meeting. He thanked Councillor Holmes for her leadership and her passion shown during her two terms as Chair of the Board of Directors. He also thanked Ms. Poirier, OCH staff, and tenants for their achievements. Councillor Desroches stated that he looked forward to leading the organization in a positive way. He looks forward to dealing with all levels of government on behalf of the Corporation, in a collaborative and cooperative manner.

Mr. Chartrand concurred with the Chair, and commended Councillor Holmes for her efforts during her six years as a Board member and her service as Chair of the Board for the past four years.

3.3 Election of Vice-Chairperson

Councillor Desroches called for nominations for the position of Vice-Chairperson.

Mr. Chartrand nominated Ms. Feltmate. The nomination was seconded by Mr. Baron.

Councillor Desroches called for further nominations for the position of Vice-Chairperson. There were no further nominations and he proposed that nominations be closed. This was agreed to by the members in attendance. It was subsequently moved as follows:

Moved by: Mr. Chartrand

Seconded by: Mr. Baron

That Board member Ms. Peggy Feltmate be appointed to the position of Vice-Chairperson of Ottawa Community Housing Corporation for the calendar year 2011.

Carried

3.4 Election of the Treasurer

Chair Desroches invited nominations for the position of Treasurer. Councillor Holmes nominated Mr. Baron. The nomination was seconded by Mr. Chartrand.

The Chair called for further nominations for the position of Treasurer. There were no further nominations and he proposed that nominations be closed. This was agreed to by the members in attendance. It was subsequently moved as follows:

Moved by: Councillor Holmes

Seconded by: Mr. Chartrand

That Board member Mr. Shaun Baron be re-appointed for the position of Treasurer of Ottawa Community Housing Corporation for the calendar year 2011.

Carried

3.5 Election of the Corporate Secretary

Chair Desroches invited nominations for the position of Corporate Secretary. Ms. Pilote nominated Ms. Hoad. The nomination was seconded by Ms. Feltmate.

The Chair called for further nominations for the position of Corporate Secretary. There were no further nominations and he proposed that nominations be closed. This was agreed to by the members in attendance. It was subsequently moved as follows:

Moved by: Ms. Pilote

Seconded by: Ms. Feltmate

That Board member Ms. Linda Hoad be appointed to the position of Corporate Secretary of Ottawa Community Housing Corporation for the calendar year 2011.

Carried

3.6 Appointment of Finance and Audit Committee Members

Chair Desroches asked for Board volunteers to serve on the Corporation’s Finance and Audit Committee. Mr. Baron, Ms. Hoad, Ms. Kambites, Mr. Palinic (Community member), and Mr. Lecour (Community member) currently sit on this Committee. The current Committee members have volunteered to be members of the Committee.

It was subsequently moved as follows:

Moved by: Mr. Chartrand

Seconded by: Ms. Pilote

That the following Board members be appointed to the Finance and Audit Committee for the calendar year 2011:

· Mr. Shaun Baron

· Ms. Sarah Kambites

· Ms. Linda Hoad

· Mr. Michel Lecour (Community Committee member) and

· Mr. Robert Palinic (Community Committee member)

Carried

3.7 Appointment of Corporate Affairs Committee Members

Chair Desroches asked for Board volunteers to serve on the Corporation’s Corporate Affairs Committee. Ms. Feltmate, Ms. Pilote, Ms. Kambites, and Ms. Lacombe currently sit on this Committee. Ms. Peggy Feltmate, Ms. Sandra Pilote, Ms. Sarah Kambites, and Councillor Fleury have volunteered to be members of the Committee. The CEO will confirm with Ms. Johanne Lacombe that she will continue as a member of the Committee. It was subsequently moved as follows:

Moved by: Councillor Holmes

Seconded by: Mr. Baron

That the following Board members be appointed to the Corporate Affairs Committee for the calendar year 2011:

· Ms. Peggy Feltmate

· Councillor Mathieu Fleury

· Ms. Sandra Pilote

· Ms. Sarah Kambites and

· Ms. Johanne Lacombe (upon confirmation)

Carried

3.8 Appointment of Asset Management Committee Members

Chair Desroches asked for Board volunteers to serve on the Corporation’s Asset Management Committee. Mr. Chartrand, Mr. Baron, Ms. Hoad, Mr. Furano (Community member), and Ms. Millar (Community member), currently sit on this Committee. Mr. Chartrand, Mr. Baron, Ms. Hoad, Mr. Furano (Community member), and Ms. Sarah Millar (Community member), have volunteered to be members of the Committee. It was subsequently moved as follows:

Moved by: Ms. Feltmate

Seconded by: Ms. Pilote

That the following Board members be appointed to the Asset Management Committee for the calendar year 2011:

· Mr. Denis Chartrand

· Mr. Shaun Baron

· Ms. Linda Hoad

· Mr. Rick Furano (Community Committee member) and

· Ms. Sarah Millar (Community Committee member)

Carried

The Committees will elect their individual Chairs at their first meetings held in 2011.

Ms. Poirier stated that there are two sub-committees of the Board, the Board Governance Sub-Committee, and the IT Advisory Committee. Councillor Tim Tierney has volunteered to be a member of the IT Advisory Group, and Ms. Poirier will confirm this position at the Corporate Affairs meeting on January 27, 2011.

Actionnaire de la Société de logement communautaire d’Ottawa

FOR APPROVAL

CONTENTS

OTTAWA COMMUNITY HOUSING CORPORATION

CONTENTS

OTTAWA COMMUNITY HOUSING CORPORATION