Proposed changes to ONPHA by-law #12

ONPHA members will vote virtually from Monday, July 13 to Friday, July 24 on the following proposed changes to ONPHA by-law #12.

BY-LAW #12: SECTIONS FOR RATIFICATION BY MEMBERSHIP.

 Sections  Current  Proposed
 5.7  A quorum for meetings of the regular members shall be the presence in person of that number of regular members that is not less than ten percent (10%) of the total number of regular members.  A quorum for meetings of the regular members shall be the presence in person or by electronic means, of that number of regular members that is not less than ten percent (10%) of the total number of regular members.
 Reason  To include electronic means of attendance in addition to in-person attendance.  
 6.3  

The affairs of the Association shall be managed by directors as follows:

 

a) The Past President, if qualified and willing shall ex officio be a director, failing which a retiring director as designated by the outgoing board Executive shall ex officio be a director;

 

and

 

b) Fourteen (14) additional directors or such other number as may be determined from time to time by special resolution, providing that all times the total number is not fewer than three (3) directors.
 

The affairs the affairs of the Association shall be managed by directors as follows: 

 

a)  The Past President, if qualified and willing shall ex officio be a director, failing which a retiring director as designated by the outgoing board Executive shall ex officio be a director;

 

b)   Five (5) additional directors who have representational attributes as follows:

 

  1. 1 of the 5 directors shall be representative of [large housing providers];
  2. 1 of the 5 directors shall be representative of [northern housing providers;
  3. 1 of the 5 directors shall be representative of [indigenous housing providers];
  4. 2 of the 5 directors shall be representative of the board’s strategic priorities; and

 

c)  Nine (9) additional directors or such other number as may be determined from time to time by special resolution, providing that all times the total number is not fewer than three (3) directors.

 REASON  To guarantee democratic vote on the board and ensure that its composition is reflective of ONPHA’s strategic priority at any point in time.  
 8  

8.1    If a conflict of interest of a director exists in respect of a matter in which the Association has an interest, then the director is obliged to disclose that interest at the first meeting of directors at which the matter is discussed.  Thereupon, the director will not be permitted to take part in any discussion with respect to the matter, will not be counted in the quorum of a meeting of directors at which the matter is discussed and shall be obliged to leave the room in which the meeting of directors is being held to permit discussion in the director’s absence.

 

8.2        If no notice of a conflict of interest is given, any director who considers that a conflict of interest may exist must bring the matter specifically to the attention of the chairperson at the first meeting at which the matter in question is to be discussed and the chairperson thereupon will have the discretion to require that the procedure set out in paragraph 8.1 above be implemented. 

 

8.3        If a conflict of interest of a director exists in respect of a matter in which the Association has an interest but no notice is given in either of the circumstance set out in paragraphs 8.1 or 8.2, then the director in respect of whom the conflict exists will be obliged to account to the Association for all benefits that the director directly or indirectly received as a result and, if the matter was a contract with the Association, the contract will be voidable at the instance of the Association or any other interested party for that reason.

 

8.4        For the purposes of Article 8,

 

a)         “conflict of interest” of a director in respect of a matter in which the Association has an interest means any interest in the matter that would reasonably be expected to result in the director receiving any financial or other benefit or consideration; and

 

b)         “director” includes the following persons:

 

(i)         the director;

(ii)         any member of the director’s immediate family, being:

 

(A)        the director’s spouse or partner;

(B)        the director’s child, grandchild, parents, siblings, or

(C)        the child, grandchild, parents, siblings of the director’s spouse or partner,

 

where “spouse” and “partner” have the meanings set out respectively in Section 1(1) of the Substitute Decisions Act, 1992, S.O. 1992, c.30, as amended;

(iii)        any corporation  of which the director or any member of the director’s immediate family is a director or officer or in which any one or more of the director or any member of the director’s immediate  family own an interest;

(iv)        a partnership in which the director or any member of the director’s immediate  family is a partner;

(v)        and any person, firm or corporation which employs the director or any member of the director’s immediate family.  

 

8.1        If a conflict of interest exists, then the director is obliged to refrain from influencing related decision making in any way. To that end but without limiting the generality of the foregoing, the director shall disclose the conflict of interest at the first board meeting at which the matter is discussed, the director shall not take part in any discussion with respect to the matter and shall leave the meeting to permit discussion in the director’s absence.

 

8.2        If no disclosure of a conflict of interest is given, any director who considers at the time of the meeting, that a conflict of interest may exist must bring the matter specifically to the attention of the chairperson of the meeting or if it is outside the time of the meeting, to the President or the Vice-President, if the conflict of interest involves the President. In such events the following shall apply but in no way limit any other recourse that may be available to the Association at law or in equity:

 

a)         If raised during the course of a board meeting, the chair of the meeting shall ask the meeting to make a determination as to whether the subject director has a conflict of interest and if so determined, the subject director shall comply with paragraph 8.1. 

 

b)         If raised outside the course of a board meeting, the following shall apply:

 

(i)         In the first instance, the President shall have the authority to asses and make a determination as to whether or not the subject director has a conflict of interest or in the President’s case, the Vice-President.

 

(ii)         If the President or Vice-President as the case may be, determines that the subject director has a conflict of interest, then he or she shall meet with the subject director and discuss the conflict of interest and the need to disclose it in accordance with paragraph 8.1.  

 

(iii)        If the subject Director refuses to disclose the conflict of interest as determined by the President or Vice-President as the case may be, the President or Vice-President as the case may be, shall raise the matter with the board and ask the board to make a determination as to whether the subject director has a conflict of interest.

 

c)         If a conflict of interest is determined by the board to exist but no disclosure is given, then the subject director will be obliged to account to the Association for all benefits that the director directly or indirectly received as a result and, if the matter was a contract with the Association, the contract will be voidable at the instance of the Association.

 

d)         Decisions of the board regarding conflict of interest are final and binding on the subject director and no appeal shall lie therefrom.

 

 

8.3        For the purposes of Article 8,

“conflict of interest” of a director is whenever the duty of a director to act in the best interests of the Association is actually or may potentially be compromised directly or indirectly by pursuit of the director’s own personal interests or those of someone with whom the director has a business, family or personal relationship with or if the director has divided loyalties. Conflict of interest encompasses all related statutory and common law concepts, including a failure to act independently, a failure to exercise free judgement and/or to act under bias.

 

a)         “business, family or personal relationship” includes, but is not limited to the following:

 

(i)         any member of the director’s immediate family, being:

 

(A)        the director’s spouse or partner;

(B)        the director’s child, grandchild, parents, siblings, or

(C)        the child, grandchild, parents, siblings of the director’s spouse or partner,

 

where “spouse” and “partner” have the meanings set out respectively in Section 1(1) of the Substitute Decisions Act, 1992, S.O. 1992, c.30, as amended;

(ii)         any corporation  of which the director or any member of the director’s immediate family is a director or officer or owns an interest;

(iii)        a partnership in which the director or any member of the director’s immediate  family is a partner;

(iv)        any person, which employs the director or any member of the director’s immediate family; and

 

(v)        any person with whom the director has a personal  relationship.

 REASON  To strengthen the language.  
 15.1  

15.1      Any notice or other document required by the Act, the Regulations, the Letters Patent or Supplementary Letters Patent or the by-laws of the Association to be sent to any member or director or to the auditor shall be delivered personally, sent by prepaid mail or delivered by facsimile or electronic transmission to any such member, director or auditor at its the member, director or auditor’s latest address as shown in the records of the Association, or if no address be given therein then to the last address of such member or director or auditor known to the Secretary.  Such notice, however, may be waived or the time of the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

 Any notice or other document required by the Act, the Regulations, the Letters Patent or Supplementary Letters Patent or the by-laws of the Association to be sent to any member or director or to the auditor shall be delivered personally, sent by prepaid mail or delivered by facsimile or electronic means to any such member, director or auditor at its the member, director or auditor’s latest address as shown in the records of the Association, or if no address be given therein then to the last address of such member or director or auditor known to the Secretary.  Such notice, however, may be waived or the time of the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
 REASON  To replace electronic transmission with electronic means in line with Section 5.7  

Questions?

If you have questions about the voting process, the proposed by-law, or have not received your invitation, please contact Ijeoma Oreh at ijeoma.oreh@onpha.org.