WELLINGTON WEST BUSINESS IMPROVEMENT AREA BY-LAW/CONSTITUTION

Whereas Section 204 of the Municipal Act provides for the creation of Business Improvement Areas by municipalities. And whereas the City of Ottawa passed By-law 2008-40 to designate the Wellington West Business Improvement Area,

And whereas the Wellington West Business Improvement Area deems it prudent to create an organization bylaw to better assist with the management of its affairs,

BE IT ENACTED AND IT IS HEREBY ENACTED AS a by-law of Wellington West Business Improvement Area (hereinafter called the B.I.A.) as follows:


1.             WELLINGTON WEST B.I.A.
The name of the organization is the Wellington West Business Improvement Area.

2.            MISSION 
The Wellington West B.I.A. is the ‘voice and guardian of the business community’. It is committed to improving and promoting the business community through investment and advocacy and to become a premier shopping, business and entertainment destination in Ottawa’s west end. 

3.            OBJECTIVES
The purpose of the B.I.A. is to allow local business people and property owners to join together and, with the support of the City of Ottawa:

  1. organize, finance and carry out improvements to the B.I.A.;

  2. promote ‘smart’ growth, economic development and environmental sustainability;

  3. communicate critical information to the Members of the B.I.A. regarding City of Ottawa activities and policies;

  4. represent the interests of commercial property and business owners located within the B.I.A. boundaries.

4.            HEAD OFFICE
The head office shall be located within the boundaries of the B.I.A., in the City of Ottawa, in the Province of Ontario at such a place that the Board of Managers may determine from time to time.

5.            FISCAL YEAR
The fiscal year of the B.I.A. shall terminate on December 31 in each year.

6.            MEMBERSHIP
(A) Membership Eligibility:

(I) The following shall be eligible for Membership in the B.I.A.:
   (a) Property Owners: Members of the improvement area consist of persons who are assessed, on the last returned    assessment roll, with respect to rateable property in the area that is in a prescribed business property class 
   (b) Tenants: Tenant of such rateable property, who, by the terms of their lease are responsible for the part of the taxes    that the tenant is required to pay under the tenant's lease. 

(II) The following shall be eligible for Associate Membership in the B.I.A.:
   (a) Businesses that operate from non-commercially rateable property within the boundary defined by the Ottawa River,       Carling Avenue, the O-Train and Island Park Drive;
   (b) Businesses that operate from commercially rateable property not within the current B.I.A. but are located within              the boundary defined by the Ottawa River, Carling Avenue, the O-Train and Island Park Drive.

(B) Rights AND Benefits of Membership:Every Member and Associate Member in good standing is entitled:
Every Member and Associate Member in good standing is entitled:

(i) to attend any Annual or General Meeting of the B.I.A.;
(ii) to hold any office of the B.I.A.

Only Members in good standing are entitled:

(i)     to one vote on each question arising at any Annual or General Meeting of the  B.I.A.

(C)      Nominees:
If a Member is a corporation or a partnership, it shall designate in writing to the Board of Managers a nominee to attend an Annual or General Meeting of the B.I.A. on its behalf and where a Member operates one or more corporations or partnerships or two or more tenanted locations it shall appoint a different nominee for each such entity or location.

7.         MEMBERSHIP MEETINGS 
(A)     Annual General Meetings:
The Annual General Meeting (AGM) of the B.I.A. shall be held at a location in specified in the meeting notice no later than in the month of December in each year as determined by the Board of Managers. The AGM agenda shall include:

(i) Financial Statements AND Reports;

(ii) Auditor’s Report;

(iii) Annual Budget;

(iv) Annual Report of the Board of Managers;(v) Minutes of the last Annual General Meeting;

(v) Minutes of the last Annual General Meeting;(vi) Election of Board of Managers (subject to approval by City Council of the City of Ottawa), if an election year; and

(vi) Election of Board of Managers (subject to approval by City Council of the City of Ottawa), if an election year; and(vii) any other business that may properly be brought before the meeting.

(vii) any other business that may properly be brought before the meeting.

(B)      General Meetings:
The Board of Managers may, from time to time, call a General Meeting of the Members of the B.I.A. for any date and time to be held at a location in the Wellington West B.I.A., as specified in the Notice. 

(C)      Notice of Meetings:

(i) Notice of the Annual General Meeting or of a General Meeting of Members shall be issued on the website, announced in the local newspapers and sent by prepaid mail at least ten (10) days (exclusive of the day of mailing and of the day for which notice is given) in advance to each Member and each member of the Board of Managers  at the addresses as they appear on the books of B.I.A. and if no address is given therein then to the last address of each known to the Secretary; provided always that a meeting of Members may be held for any purpose on any date and at any time and at any place within Ottawa, without notice, if all Members are present in person at the meeting or if all the absent Members shall have signified their assent in writing to such meeting being held. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Member.

(ii) The accidental omission to give notice of any meeting or the non-receipt of any notice by any persons referred to in   subparagraph (i) shall not invalidate any resolution passed or any proceedings taken at any meeting.

(D)     Quorum:
A quorum for the Annual General Meeting or for a General Meeting of the B.I.A. shall be 10 % of the Members or 20 Members, whichever is the lesser. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of business.

(E)      Determination of Questions:(i) Questions arising at any meeting of Members shall be decided by a simple majority vote unless otherwise stated

(i) Questions arising at any meeting of Members shall be decided by a simple majority vote unless otherwise stated in  these By-laws or as required by law.

(ii) At all meetings, every question shall be decided by a show of hands unless a ballot on the question is required by       the Chair or requested by a Member.

(iii) The Chair shall declare that a resolution has been carried or not carried. It will be entered into the minutes of the         B.I.A. It is not necessary to record the number or the proportion of votes. 

(iv)  The Chair shall not vote on any matter unless there is a tie in which case, the Chair shall have the casting vote 

(F)      Meeting Procedures:
Subject to the By-laws of the B.I.A., the procedure to be used at all General and Annual General Meetings shall be governed by the latest edition of Robert’s Rules of Order.

(G)     Nominees:
For the purposes hereof and Section 8, designated nominees of Members shall be considered Members.

8.        BOARD OF MANAGERS
(A)     Board Composition
The affairs of the B.I.A. shall be governed by a Board of Managers (sometimes called the “Board”) comprised of eleven (11) members.  The Board shall be composed of:

(i) Ten (10) members, nominated by the membership at the Annual General Meeting and subsequently approved by City     Council of the City of Ottawa, of which a minimum of seven (7) of the members shall be from the commercially rateable           Property Owner and/or Tenant groups; and no more than three (3) members from the Associate Members and the       community at large.

(ii) One (1) Council Member of the City of Ottawa.

(B)      Term of Office
The term of office for the Board of Managers shall be concurrent with that of the City of Ottawa Council.   As per City of Ottawa By-Law No. 2005-499, Clause 8, the Board shall, as soon as possible after its members are appointed, elect a chairman, vice-chairman, treasurer, secretary and other such officers, as it may deem necessary, to properly conduct the business of the Board.

(C)      Powers
The Board may, on behalf of the B.I.A., exercise all the powers that the B.I.A. may legally exercise in fulfillment of its objects, unless the Board is restricted by law or by the Members from exercising those powers. These powers include, but are not limited to, the power:

(i) to enter into contracts or agreements;

(ii) to make banking and financial arrangements;

(iii) to execute documents;(iv) to direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the             B.I.A.;

(iv) to direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the       B.I.A.;

(v) 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 may consider         advisable; and

(vi) to purchase insurance to protect the property, rights and interests of the B.I.A. and to indemnify the B.I.A., its                 Members, the Board, and Officers from any claims, damages, losses or costs arising from or related to the affairs of the     B.I.A.

(D)  Role and Function
The Board shall be responsible for:   (i) making decisions on policy affecting the B.I.A.;

(i) making decisions on policy affecting the B.I.A.;(ii) managing the affairs of the B.I.A.;

(ii) managing the affairs of the B.I.A.;(iii) staffing the B.I.A.; (i.e. hiring AND firing)

(iii) staffing the B.I.A.; (i.e. hiring AND firing)

(iv) appointing such committees as may be required to accomplish the work of the B.I.A.;(v) and ensuring that the duties and reporting requirements as set out by Ottawa City by-law 2005-499 are fulfilled.

(v) and ensuring that the duties and reporting requirements as set out by Ottawa City by-law 2005-499 are fulfilled.

(E)      Borrowing Powers
The B.I.A. shall not borrow money and, without the prior approval of City Council, may not incur indebtedness extending beyond the current fiscal year.

(F)      Board Eligibility
A Board member representing a commercially rateable property owner or tenant (i.e. a Member in good standing) who loses their membership status shall no longer remain a Board member, and his or her position shall be treated as vacant.

(G)     Vacancies
Where a vacancy on the Board occurs, the Board of Managers may nominate a replacement who shall hold office for the remainder of the term for which his or her predecessor was appointed. If there is no quorum of the Board, the remaining Board members shall call a General Meeting of the B.I.A. to fill any vacancy.  Such replacement Board Member shall be approved by City Council. 

(H)     Quorum
A quorum for a meeting of the Board of Managers shall be six (6) members, not including the Council Member of the City of Ottawa.(i) Meetings of the Board may be called by the Chair, the Vice-Chair, the Secretary or any two members of the Board.     The Board may hold its meetings at any place in the City of Ottawa, in the Province of Ontario as it may from time

(i) Meetings of the Board may be called by the Chair, the Vice-Chair, the Secretary or any two members of the Board.               The Board may hold its meetings at any place in the City of Ottawa, in the Province of Ontario as it may from time to time determine.

(ii) No formal notice of any meeting of the Board shall be necessary if all the elected Board Members are present or if those absent have indicated their consent to the meeting being held in their absence.

(iii) The Board may appoint a day or days in any month or months for regular meetings at an hour to be named. If regular meetings are scheduled, no additional notice is required. A meeting of the Board may also take place without notice immediately after an Annual General Meeting at which the Board is elected, provided a quorum is present.  (iv) No error or omission with respect to notice for a meeting of the Board shall invalidate the meeting or invalidate

(iv) No error or omission with respect to notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meetings

(v) The members of the Board shall vote on any resolution arising at any meeting of the Board. A majority of votes shall   decide the resolution.

(vi) Only in the case of a tie vote, shall the Chair of the meeting have a vote.

(vii) A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favor or against any resolution.

(J) Confidentiality and Privacy of Information

(i) The B.I.A., through its Board of Management, shall abide by and act in accordance with the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information.

(ii) In this regard, every Board member shall:
   (a) respect the confidentiality of all matters discussed at Board meetings and any other information and documentation    to  which one may have access to in the capacity as Board member of the B.I.A.; and

   (b) respect and act in accordance with the B.I.A. policies governing the privacy and access to information to which one      may acquire in the capacity of Board member of the B.I.A.

(K)     Standard of Care
Every Board member and Officer of the B.I.A. shall:(i) exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the                   B.I.A.; and

(i) exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the             B.I.A.; and

(ii) exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable   circumstances.

(L)      Conflict of Interest
Every Board member who has any direct or indirect interest in any contract or arrangement or proposed contract or arrangement with the B.I.A. shall disclose his or her interest in the manner required by the Municipal Conflict of Interest Act, R.S.O. 1190 c M-50 or as the same may be amended and shall:

(i) declare his or her interest at the first meeting of the Board after which he or she became interested or aware of                       any such interest;

(ii) request that his or her declaration be recorded in the minutes of the meeting; and(iii) not vote on any resolution or participate in any discussion with respect to the resolution concerning the contract or proposed contract.

(iii) not vote on any resolution or participate in any discussion with respect to the resolution concerning the contract or proposed contract.

(M)     Removal 

(i) A Board member may be removed from the Board for:
   (a) ceasing to be a Member in good standing or a Nominee of a Members
   (b) absence from three (3) consecutive meetings of the Board, unless there are extenuating circumstances;
   (c) failure to perform any duty or tasks as set out in the By-laws and any governing policies;
   (d) a breach of the provisions of the By-laws regarding conflict of interest;
   (e) a breach of the provisions of the By-laws regarding confidentiality and privacy of information; and
   (f)  a breach of the provisions of the By-laws regarding the Standard of Care referred to in subsection (K) above and/or    behavior deemed harmful to the welfare or best interests of the B.I.A.

      (ii)   To remove a Board member from office for any of the reasons set out in this section, a resolution shall be made              and approved by a simple majority of the Board members present at a duly called meeting of the Board to which notice            specifying the intent to pass such resolution has been given.

9.        OFFICERS
(A)     Election and Term of Office


(i) The Board of Managers shall elect from among themselves a chair, vice-chair, treasure and secretary who shall serve their term until the next Annual General Meeting or until he or she is removed from office by resolution of the Board of Managers.

(ii) Officers shall be elected annually by the Board of Managers at the first meeting following the Annual General                 Meeting.

 (B)      Duties of the Officers

 (i) The Chair shall:
   (a) chair all meetings of the B.I.A. and of the Board, when present in person and able;
   (b) have general supervision of the affairs of the B.I.A.;
   (c) sign all By-laws and execute any documents with the Secretary;
   (d) perform any other duties, which the Board, from time to time, may assign;
   (e) sit, ex officio, on all committees; and
   (f)  ensure that all past records of the Board are transferred to the succeeding Treasurer when there is a change of    Treasurer.

(ii) The Vice-Chair shall:
   (a) exercise any or all of the duties of the Chair in the absence of the Chair or if the Chair is unable for any reason to           perform those duties; and
   (b) perform any other duties, which the Board, from time to time, may assign.
      
(iii) The Secretary shall:
  (a) keep or cause to be kept records and books of the B.I.A., including the registry of Officers and Board members,               the registry of Members, the minutes of the Annual General Meeting, General Meetings and meetings of the Board             or any committees thereof, any committee reports, the By-laws and resolutions;
   (b) certify copies of any record, registry, by-law, resolution or minute;
   (c) send or cause to be sent any notices required for the Annual General Meeting, General Meetings and meetings             of the Board of Management; and,
   (d) perform any other duties, which the Board may, from time to time, assign

(iv) The Treasurer shall:
   (a) cause to be kept and maintained the financial records and books of the B.I.A.;
   (b) assist the auditor in the preparation of the financial statements of the B.I.A.;
   (c) perform any other duties, which the Board, from time to time, may assign;
   (d) maintain or cause to be maintained an inventory of all physical assets owned or leased by the B.I.A.; and
   (e) cause to be prepared and distributed the proposed annual budget in accordance with the requirements of the              City of Ottawa.   

10.      THE EXECUTIVE DIRECTOR

(A) Appointment:
The Board of Managers shall hire or contract an Executive Director and prescribe the duties of this position.

(B) Duties:(a) The Board shall delegate to the Executive Director the responsibility for the general management and the Board shall delegate to the Executive Director the responsibility for the general management and the execution of the policies and programs of the BIA. The Executive Director shall:

(i) be the Chief Administrative Officer;
(ii) be the senior staff position, responsible for the hiring and termination of all other staff at the discretion of the Board; 
(ii) attend all meetings of the Board of Managers and be entitled to speak on all matters, without the right to vote;
(iii) sit ex-officio, on all committees.

(C)      Remuneration and Evaluation:
The Board shall:

(i) establish the remuneration for the Executive Director through a resolution of the Board; and
(ii) annually, and jointly with the Executive Director, carry out a formal and written evaluation of the position of the           Executive Director, within a mutually determined and agreed upon approach, process, and time frame. The Chair of the     Board shall represent the Board in this matter.

11.       COMMITTEES OF THE BOARD

   (a) There shall be Standing committees, as the Board of Managers shall, from time to time, determine.
   (b) The Board may appoint ad hoc committees as may be deemed necessary to carry out the objectives of the B.I.A. or       to advise the Board. The Board shall prescribe the duties of all such committees.   
   (c) All committees, Standing and ad hoc, are required to conduct business in accordance with these By-laws.
   (d) All committee membership, as required by these By-laws and determined by the Board from time to time, are subject        to the same rights and responsibilities in their capacity as Members of committees, as those required by
   (e) Each Standing and ad hoc committee is considered a committee of the Board of Managers and as such, is       responsible to the Board. Each Committee shall make recommendations to the Board for its approval, and shall report       to the Board, through each committee Chair, as determined by the Board, from time to time.
   (f)  Standing committees of the Board may include, but not be necessarily limited to:

            (i)  Marketing and Events Committee;
            (ii) Communications Committee;
            (iii) Business and Community Affairs Committee.

         (g) Each Standing and ad hoc committee of the Board shall have a chair elected by the Board. Committee members shall          be Board members, Members, Associate Members and any other persons approved by the Board.
         (h)Unless otherwise stated in the By-laws, the terms of reference for each committee will be determined by the Board of          Managers, from time to time.

12.      SIGNING AUTHORITY

         (a) Four (4) persons shall have signing authority for the B.I.A.: the Chair, the Vice-Chair, the Treasurer, and the Secretary
         (b) Two (2) signatures of foregoing shall be required on all cheques issued by the B.I.A. 

13.      REMUNERATION

         (a) No Board member shall receive remuneration in payment for services carried out in that capacity.
         (b) Board members may be reimbursed for all reasonable, out-of-the-ordinary expenses directly relating to their functions          as Board members. Reimbursement for any such expenses must be approved in advance by the Board of Managers. 

14.      AUDITOR

The external Auditor for the Corporation of the City of Ottawa shall be the Auditor for the B.I.A. and all books, documents, transactions, minutes and accounts of the B.I.A. shall at all times be open to his/her inspection.

15.      INDEMNIFICATION

The B.I.A. shall indemnify and save harmless Board members, their heirs, executors and administrators, respectively from time to time and at all times from and against:

         (a) All costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or          proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or          thing whatsoever made, done or permitted by him or her in the execution of the duties of his or her office; and
         (b) all other costs, charges and expenses that he or she sustains or incurs in or about or arising from or in relation to                   the affairs except costs, charges or expenses thereof as are occasioned by his or her own willful neglect or default.

 16.      REVIEW MECHANISM & DISSOLUTION

         (a) Should a majority vote be received to dissolve the B.I.A., a request shall be made to the City of Ottawa to repeal the          by-law establishing the B.I.A.

         (b) Upon the repeal of a by-law under the Municipal Act the Board of Manager is dissolved and the assets and                liabilities of the Board become the assets and liabilities of the municipality.

         (c) If the liabilities assumed under subsection (b) exceed the assets assumed, The City of Ottawa may recover the          difference by imposing a charge on all rateable property in the former improvement area that is in a prescribed business          property class. 

17.      CONSISTENCY WITH LEGISLATION
      
         (a) Nothing contained in this by-law shall require the commission of any act which is contrary to an express provision of          the Municipal Act or any by-laws of the Corporation of the City of Ottawa relating to the Board of Managers of the area or          "Business Improvement Areas" as defined by the Municipal Act.
         (b) If there shall exist any conflict between any provision contained in these By-laws and any such provision of the                 Municipal Act or the By-laws, the latter shall prevail, and the provision or provisions herein affected shall be                  curtailed, limited or eliminated to the extent (but only to the extent) necessary to remove such conflict, and as so                         modified these By-laws shall remain in full force and effect.

18.      AMENDMENTS

 By-laws of the B.I.A. may be enacted, repealed, amended, added to or re-enacted by the Board of Managers, upon approval of a General Meeting of Members duly called to consider confirmation of such by-law amendment.

19.      EFFECTIVE DATE

This By-law/Constitution is to come into force and is effective immediately upon the approval of the Board of Managers, subject to ratification and confirmation by the Members at a General Meeting called for that purpose or an Annual General Meeting, whichever occurs first.

 

PASSED by the Board of Managers this 19th day of February, 2008. 
THE BOARD OF MANAGERS
FOR THE WELLINGTON WEST BUSINESS IMPROVEMENT AREA