6.9 Responsibilities of Individual Directors In addition to the responsibilities that any Director may have as an officer, the responsibilities of each Director shall be as follows: Amended 28.01.13 Amended 21.09.02 Amended 28.01.13 ORGANIZATIONAL BY-LAW 13 a) to attend all meetings of the Board and of Members, unless excused by the Board; b) to prepare for all meetings by reading any relevant reports; c) to act honestly, in good faith and in the best interests of the Co-op at all times and to place this duty before the Director’s personal interests; d) to be familiar with the Articles of Incorporation, by-laws and standing resolutions of the Co-op; e) to respect the confidentiality of matters considered by the Board or coming to their notice or attention as Directors that are of a confidential or private nature; and f) to perform any specific duties that may be assigned by the Board.
6.12 Remuneration of Directors Directors shall receive no remuneration for serving as Directors! but shall be reimbursed their reasonable, duly authorized, out-of-pocket, expenses incurred in carrying out their duties.
7.5 Remuneration of Officers Officers shall receive no remuneration for serving as officers, but may be reimbursed for any reasonable duly authorized out-of-pocket expenses incurred in carrying out their duties. Officers engaged to perform duties for the Co-op for remuneration shall resign their office. 7.6 President The President shall, subject to paragraphs 3.6 (Chairperson of General Meetings) and 6.13 (h), preside at all meetings of Members and the Board. The President shall report all activities to the Board of Directors and the Membership subject to confidentiality. The President shall be responsible for the efficient management of the affairs of the Co-op, subject always to the instructions of the Board and the Members given through duly passed resolutions. 7.7 Vice-President The Vice-President may, subject to paragraphs 3.6 (Chairperson of General meetings) and 6.13 (h), preside at meetings of Members and the Board. If the President is unable or unwilling to act with respect to any other duties of the office of President, the VicePresident shall perform such duties. 7.8 Secretary (a) The Secretary shall issue or cause to be issued all required notices of meetings of the Members and the Board and any documents required to be given in connection with the business to be conducted at such meetings. The Secretary shall ensure that the books and records of the Co-op (other than those for which the Treasurer is responsible) are maintained. The Secretary shall ensure that all legally required notices and filings are duly given or done. The Secretary shall cause to be kept accurate and complete minutes of all meetings of the Members and the Board and shall cause them to be distributed before the next meeting of the Board or Members in such manner as the Board or Members may direct. The Secretary shall cause to be distributed to Members a copy of all by-laws within a reasonable time of their adoption. (b) The Secretary shall keep or cause to be kept a minute book which shall include the following: i). a copy of the Co-op’s Certificates and Articles of Incorporation and any Articles of Amendments; ii). all by-laws; iii). all special resolutions of the Co-op;
iv). all standing resolutions of the Board; v). a register of Members that sets out alphabetically the names of all persons who are or have been within ten years registered as Members of the Co-op and their addresses while Members; vi). a register of Directors showing the names and the residence addresses while Directors of all Directors and the names of all persons who are or have been Directors, with the dates on which each of them became or ceased to be a Director; vii). minutes of all meetings of the Board and Members and copies of any reports distributed for consideration at meetings of the Board and Members; and; distributed for consideration at meetings of the Board and Members; and; viii). confidential appendices to the minutes of Board meetings. (c) The Board may, at its discretion, create the separate offices of Recording Secretary, who shall be responsible for taking and distributing minutes of meetings of the Members and the Board, and Corporate Secretary, who shall be responsible for all the other duties of the Secretary. 7.9 Treasurer In conjunction with the Property Management, the Board of Directors and the Finance Committee, the Treasurer shall be responsible for generally overseeing the financial management and affairs of the Co-op. The preparation of the proposed annual budget is the responsibility of the Property Management. All funds and securities of the Co-op are to be deposited with such credit union, bank, trust company or other institutions as the Board of Directors and the City of Toronto may direct. The Property Management, the Finance Committee and the Treasurer shall ensure the keeping of proper accounting records that include all sums of money received and disbursed by the Co-op and the manner in which the receipt and disbursement took place, all purchases by the Co-op, all rentals, housing charges, and other amounts received by or owing to the Co-op, the assets and liabilities of the Co-op and all other transactions affecting the financial position of the Co-op. Along with the other designated signatories, the Treasurer shall ensure that cheque reconciliation is done in a business-like manner with proper documentation. The Treasurer and the Property management shall ensure that the Board receives monthly and quarterly financial statements including a balance sheet and statement of income and expense and that the Membership receives the appropriate information to make informed decisions about major expenses. The most important task of the treasurer and the Finance Committee is to ask questions of the Property Management and to attempt to ensure answers are forthcoming in a timely fashion. 7.10 Delegates to Sector Organizations Amended 27.09.14 ORGANIZATIONAL BY-LAW 19 The delegates to organizations of which the Co-op becomes a Member shall represent the Co-op at any annual, regular or special general meetings of those organizations. The delegates shall keep the Board and the Members informed of the activities of these organizations and shall inform these organizations of the views and concerns of the Coop, and shall vote at meetings of these organizations in accordance with any directives of the Board. 7.11 General Duties of Officers The officers shall perform their duties in accordance with resolutions passed by or directions given at meetings of the Board. The officers shall perform such additional duties as may be assigned to them by the Members or the Board and shall act as Signing officers where set out in this By-law.
Linda Gallant, Director – Education