HomeMy WebLinkAbout06 266 Bruce Telecom Mun Serv
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW
NO. 2006 - 266
BEING A BY-LAW TO ESTABLISH A MUNICIPAL SERVICE
BOARD, TO BE KNOWN AS "BRUCE TELECOM", TO ASSUME
CONTROL AND MANAGEMENT, SUBJECT TO THE PROVISIONS
OF THIS BY-LAW, OF THE TELECOMMUNICATIONS SERVICES
OPERATIONS OWNED BY THE MUNICIPALITY.
WHEREAS the Municipality of Kincardine (the "Corporation") owns, manages
and operates a public utility telephone and telecommunications system under the
name "Bruce Telecom", previously under the name "Bruce Municipal Telephone
System";
AND WHEREAS the Municipal Act, 2001, S.D. 2001, c. 25, as amended, allows
municipalities to establish municipal service boards within the jurisdictional
sphere of "public utilities", which includes telephone systems;
AND WHEREAS it is considered expedient to establish a municipal service
board to assume control and management of the Corporation's public utility,
being the telephone and telecommunications system currently operating under
the name Bruce Telecom and to operate as such with the continuing name,
"Bruce Telecom".
NOW THEREFORE the Council of The Corporation of the Municipality of
Kincardine ENACTS as follows:
. 1.0 DEFINITIONS AND INTERPRETATIONS
1.01 Definitions: Wherever a term set out below appears in the text of this By-
law with initial letters capitalized, the term is intended to have the meaning
set out in this Section 1.01. Wherever a term below appears in the text of
this By-law in regular case, it is intended to have the meaning ordinarily
attributed to it in the English language.
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(a)
Applicable Laws, has the meaning set out in section 1.06 of this
By-law.
Board, also known as the "Bruce Telecom Board", means the
Board of Directors of the Municipal Service Board established by
this By-law.
(b)
(c)
Bruce Telecom, is the name of the Business and is to be the
continuing name of the body corporate established by this By-Law.
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(d) Bruce Telecom Board, also known as the "Board", means the
Board of Directors of the Municipal Service Board established by
this By-law.
(e) Business, means the operation, management, maintenance and
control of the business which has, until the passage of this By-Law,
operated as the Corporation's public utility telephone and
telecommunications system under the name, Bruce Telecom and
formerly under the name, Bruce Municipal Telephone System.
(f) By-law, means this by-law, including its recitals and schedules (if
any), which form integral parts of it.
(g) CAO, means the "Chief Administrative Officer" of the Corporation.
(h) CEO, means the "PresidenUChief Executive Officer" of Bruce
Telecom, and is the person who, on the date of passage of this By-
law, held the title of "PresidenUCEO" of Bruce Telecom and
exercises general management of Bruce Telecom.
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(i)
CFO, means the "Chief Financial Officer" of Bruce Telecom, and is
the person who, on the date of passage of this By-law, held the title
"Chief Financial Officer" of Bruce Telecom and exercises financial
management of Bruce Telecom.
(j) Corporation, means The Corporation of the Municipality of
Kincardine.
(k) Council, means the elected municipal council of the Corporation.
(I) Member of the Board (or Board Member or Member), means
any individual Member of the Board, including the Chair, whether
the person is a Voting Member or a Non-Voting Member.
(m) Municipal Service Board, means a body corporate as
contemplated by the Municipal Act, 2001, S.O. 2001, c. 25, as
amended.
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(n) Surplus Revenues, means all revenues of the Business which
exceed the operating requirements of Bruce Telecom, including its
requirements to maintain reserve fund accounts at levels
established by Board policy.
(0) Voting Member, means any Member of the Board appointed as a
Voting Member by Council under Article 2 of this By-law.
1.02 Interpretation Rules: The captions, article and section names and
numbers appearing in this By-law are for convenience of reference only
and have no effect on its interpretation. This By-law is to be read with all
changes of gender or number required by the context. The words
"include", "includes", "including" and "included" are not to be
interpreted as restricting or modifying the words or phrases which precede
them.
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1.03 Citina Leaislation: Each reference to Provincial legislation in this By-law,
unless otherwise specified, is a reference to the Revised Statutes of
Ontario, 1990 edition, and, in every case, includes all applicable
amendments to the legislation, including successor legislation.
1.04 Partiallnvaliditv: If any article, section, subsection, paragraph, clause or
sub-clause or any of the words contained in this By-law is held wholly or
partially illegal, invalid or unenforceable by any court or tribunal of
competent jurisdiction, the remainder of this By-law shall not be
considered to have been affected by the judicial holding, and shall remain
in full force and effect.
1.05 Canadian Business Corporations Act: To the extent that it is not
inconsistent with the Municipal Act, 2001, (Ontario), and the provisions of
this By-law, the Canada Business Corporations Act, (R.S.C. 1985, c. C-
44, as amended from time to time, (including successor legislation),
applies to the operation of Bruce Telecom. In interpreting this statute, any
references to "shareholders" are considered references to the
Corporation.
1.06 Applicable Laws: Any and all provisions of this By-law are subject to the
common and statutory laws of Canada and the common and statutory
laws of Ontario applicable to the Business, as such laws are from time to
time amended (collectively the "Applicable Laws").
2.0 ESTABLISHMENT OF BRUCE TELECOM AND ITS BOARD
2.01 Creation of Municipal Service Board and its Name: A Municipal
Service Board is established to control and manage the Business and to
do so under the name, Bruce Telecom and, subject to the provisions of
this By-law, its Board is entrusted with the governance of the Business.
2.02 Bruce Telecom Board: The Board shall consist of eight (8) Members,
five (5) of whom shall be Voting Members and three (3) of whom shall be
Non-Voting Members. The Non-Voting Members of the Board shall be the
CEO, CAD and the CFO. The Voting Members of the Board shall be five
(5) persons appointed by Council. A maximum of one member of Council
may be appointed to the Board. The Chair of the Board shall be appointed
or selected from the Voting Members appointed, as set out in Section 2.04
of this By-law. The Voting Members, including the Chair shall meet the
qualifications established in this By-law. The recruitment and selection of
the Voting Members shall be consistent with the criteria established by
Bruce Telecom and Council so as to provide the Board with satisfactory
financial, business and related expertise.
2.03 Qualifications: In order to be eligible to be a Voting Member of the
Board, a person must meet the following minimum requirements, in
addition to any criteria established by the Board or the Council from time
to time.
(a) He or she is qualified to be elected as a member of the Council for
The Municipality of Kincardine;
(b) He or she is not currently employed in the telecommunications industry
by any entity corporation, other legal or person, including Bruce
Telecom;
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(c)
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He or she is not currently a member of the board of directors of a
corporation or other legal entity, other than Bruce Telecom, which
operates a telecommunications business;
(d) He or she does not have a shareholding, or other ownership
interest, exceeding twenty percent of the shares or other ownership
interest in a corporation or other legal entity which provides
services, equipment or supplies related to telecommunications;
(e) He or she is not currently a member of a municipal council for a
municipality, other than the Corporation, that operates a
telecommunications business;
(f) He or she shall not be consistently prevented from participating in
the business of the Board as a result of direct or indirect pecuniary
interests defined under the Municipal Conflict of Interest Act, R.S.O.
1990, c. M.50, as amended, (a copy of which is attached as
Schedule A);
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(g) He or she does not have a parent, spouse or child, as defined in
the Municipal Conflict of Interest Act (Ontario) (Schedule A) who
would be ineligible to be a Voting Member under clauses (b), (c),
(d) and (e) above;
(h)
(i)
(i)
(ii)
(iii)
(iv)
(v)
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(vii)
He or she is not an undischarged bankrupt; and
He or she has demonstrated skills and/or abilities in one or more of
the following areas:
Business or telecommunications industry knowledge;
Risk Management;
Financial literacy;
Change management;
Government relations;
Human Resource Management;
Governance of a corporation; and
(viii) Strategic planning.
2.04 Chair: At the time that it makes the appointments of the first Voting
Members to the Board, Council shall appoint one Voting Member as the
first Chair. Once appointed, the Board shall elect a Vice-Chair from
amongst the Voting Members. Subsequently, once the Chair position
becomes vacant or the Chair has completed a first term, the Board shall
elect the Chair from amongst the Voting Members.
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2.05 Reappointment: Any Board Member is eligible for reappointment on the
expiration of his or her term of office, subject to any By-laws of the Board,
within the following parameters:
(a) Subject to Subsection 2.05(b), no person shall serve as a Member
of the Board for more than eight (8) consecutive years;
(b) The eight (8) years referenced in Subsection (a) of this Section may
be increased by up to four (4) years where the additional four (4)
years are spent as Chair of the Board.
2.06 Recruitment Committee: At least five months prior to the expiration of
the term of any Voting Member, the Council shall establish a recruitment
committee for the Board. This recruitment committee shall be comprised
of the Mayor, CAD, CEO and two members of Council. The recruitment
committee shall review the eligibility requirements for Voting Members of
the Board and make any recommended changes to the Council, shall
solicit applications from candidates to be Voting Members and shall
undertake the interview process associated with the appointments. The
recommendations of the recruitment committee for new or renewed
appointments to the Board shall be brought to Council no later than three
months following the formation of the recruitment committee. After having
made its recommendations to the Council, that recruitment committee
shall be dissolved.
2.07 Terms of Office: Subject to automatic vacancies upon such events as
death, resignations, and removal from office for cause, the Members of
the Board shall hold office until the expiration of the term of the Council
that appointed them subject to the following text After expiration of that
term, however, they shall continue to hold office, with all rights, duties and
authorities vested in them, until their successors are appointed to office.
Subject to the above, the terms of the Voting Members, shall be as set out
in this By-law.
The terms shall be as follows:
The Chair shall be appointed for a term of four (4) years;
Two (2) Board Members shall be appointed for terms of four (4) years
each; and
Two (2) Board Members shall be appointed for terms of two (2) years
each.
2.08 Board Vacancies: Where a vacancy occurs in the Membership of the
Board for any reason during the first three years of the term of the Council
that appointed the Board, Council shall appoint a qualified person to hold
office for the remainder of the term for which his or her predecessor was
appointed. Candidates for appointment shall be put forward as set out in
Section 2.06 of this By-law. Where a vacancy occurs in the final year of
the term, the vacancy may stand or may be filled in accordance with Bruce
Telecom's by-Jaws.
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2.09 Meetings: The Board shall schedule its regular meetings so that there
are at least twelve regular meetings per year. The policies and
procedures required by Section 4.0 1 (a) shall provide as a minimum that:
(a) The CAD shall act as Corporate Secretary to the Board; and
(b) Notice of all meetings of the Board, together with the agenda for the
meeting, shall be the responsibility of the CAD, and the CAD (or his
or her authorized delegate) shall be the administrative liaison for
the Corporation.
2.10 Remuneration of the Board: Each Voting Member of the Board shall
receive an annual stipend of ten thousand ($10,000.00) dollars. The Chair
shall receive an annual stipend of twelve thousand ($12,000.00) dollars. In
addition to the annual stipend, Voting Members of the Board shall receive
$250.00 per day for each extra day of service provided to the Corporation
in addition to regularly scheduled (monthly) meetings of the Board, where
a "day" of service for the purposes of this remuneration by defined as each
cumulated three and one half (3.5) hours of service.
2.11 Fiduciary Responsibilities of Board Members: Board Members have a
primary fiduciary obligation to Bruce Telecom. That responsibility includes:
(a) maintaining in confidence the business of the Board unless the
Board resolves otherwise;
(b) avoiding conflicts of interest with the Business, both ethical and
financial;
(c) acting in good faith and in the best interests of Bruce Telecom;
(d) complying with all applicable law;
(e) speaking the truth and making full and fair disclosure and
representation when transacting the business of the Board;
(f) preparing appropriately for, and participating fully in, meetings of
the Board; and
(g) diligently participating in the Business.
3.0 BRUCE TELECOM'S JURISDICTION & FINANCES
3.01 Transfer of Jurisdiction: When this By-law takes effect, all the powers,
rights, authorities and privileges conferred upon the Corporation by any
general or special act with respect to the Business shall be exercised by
Bruce Telecom, and not by the Corporation. The Board shall conduct the
Business on a commercially prudent basis to provide reliable, effective,
competitive and efficient telecommunications systems to its customers.
3.02 Operational Consents: The Corporation consents to Bruce Telecom,
through its Board, exercising any of its powers in any other municipalities.
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3.03 Corporate Consents Reauired: Nothing in this By-law or in Sections
195 or 196 of the Municipal Act, 2001 (Ontario) authorizes the Board,
without the consent of the Corporation, to:
(a) Amalgamate with another entity, apply to continue under the laws
of another jurisdiction, merge, consolidate or reorganize, or
approve or effect any plan of arrangement, in each case, whether
statutory or otherwise;
(b) Take any steps for winding up, arrangement, or dissolution;
(c) Commit to loans, expenditures or pledges of security to a
cumulative value exceeding the capital reserve approved within the
context of Bruce Telecom's policies regarding maintenance and
use of reserve funds, referenced in Section 4.02;
(d) Commit to loans, expenditures, contractual commitments or
pledges of security that exceed the limits approved within the
context of Council's approval of Bruce Telecom's annual budgets;
(e) Amend its corporate by-laws in a manner inconsistent with this By-
law;
(f) Enter a new line of business not recognized and approved within
the context of Council's approval of Bruce Telecom's annual
budgets;
(g) Take any steps or make any decisions that would materially
adversely affect the tax or regulatory status of Bruce Telecom; or
(h) Any matters required by the Canada Business Corporations Act to
be approved by the shareholders of a business corporation.
3.04 Properties: The title to all lands, building and equipment acquired or
constructed for the purposes of Bruce Telecom shall be held in the name
of the Corporation and not in Bruce Telecom's name or in the name of the
Board.
3.05 Revenue: The Board shall use the revenue generated for the operation
and maintenance of the Business and for the establishment of reserve
funds authorized by the Corporation for the purposes of the Business.
3.06 Trust: All assets of the Business that are under the control and
management of Bruce Telecom, as governed by the Board, are held in
trust for the Corporation.
3.07
Payment to the Corporation: In keeping with its policies and
procedures, the Board shall, unless otherwise directed by the Council, pay
one hundred (100%) per cent of its Surplus Revenues to the Corporation.
The amount paid forms part of the general funds of the Corporation.
3.08
Sianina Authority: The signing authority for Bruce Telecom shall be
vested with the CEO, CFO, CAG and the Chair of the Board. The
mechanics of this signing authority shall be detailed in the Board's policies
or in Bruce Telecom's by-laws.
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3.09 Budgets: The Board Chair with the assistance of the CEO and CFO shall
present to the Council the financial forecast consisting of the budget
income statement and forecasts of return on equity, Surplus Revenues
and anticipated capital expenditures. This is to be done by November 30
for the upcoming year. Annual Bruce Telecom budgets must be approved
by Council.
3.10 Annual Report: On or before February 28 in each year, the Board Chair
with the assistance of the CEO and CFO shall submit the estimated
Surplus Revenues for approval by Council. On or before March 31 in
each year, the Board shall submit to Council its annual report and audited
financial statement of its affairs, with a balance sheet and revenue and
expenditure statements. The financial statement shall be prepared by the
CFO and submitted to the Chair and CEO for presentation to Council.
3.11 Books & Records: The Corporation's auditors shall also be the auditor of
Bruce Telecom, and all records of Bruce Telecom shall, at all times, be
open to inspection by the Corporation's auditor.
3.12 Minutes: The Board shall provide to Council on a regular basis, for
information, the minutes of the meetings of the Board. Minutes are subject
to review by Council and shall be provided to Members of the Council by
delivery from the CAO's office. Where the Board has appointed
committees, those committees shall report to the Board, and the minutes
of the Board meetings shall reflect the reports of the committees.
3.13 Quarterly Reports: The Board shall present to Council on a quarterly
basis financial statements and a report on business objectives and results.
3.14 Strategic Plan: The Board shall provide to Council on an annual
confidential basis through the office of the CEO a summary of its strategic
business plans for Bruce Telecom. The Board shall approve any changes
in service commitments which vary from the service levels identified in the
approved strategic business plan.
3.15 Fees and Charges: Notices by Bruce Telecom with respect to user fees
and charges shall be governed by Applicable Laws.
3.16 Joint Meetinas: At least once per calendar year, the Board and the
Council shall attend a joint meeting, hosted by the Council, to review
matters of mutual interest. The meeting shall be held between September
and December at a date and place mutually agreed upon by the Board
and Council. Other joint meetings may be requested by either the Board or
the Corporation by resolution or by communication of the Board Chair or
the Mayor, as appropriate.
3.17 Co-operation Between Administrations: Notwithstanding the
introduction of the Municipal Services Board created by this By-law, the
administration of Bruce Telecom and the administration of the Corporation
are expected to continue to work together as required from time to time on
issues and subjects related to the management of the Corporation and
Bruce Telecom.
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4.0 BRUCE TELECOM'S BY-LAWS, POLICIES AND PROCEDURES
4.01 Reauired Policies: The Board shall establish its own policies and
procedures as may be required or appropriate for a federally-regulated
business that are consistent with this By-law, which at a minimum, must
include:
(a) meeting schedules and procedures;
(b) corporate signing authority and jurisdictions;
(c) human resources policies;
(d) purchasing policies;
(e) the maintenance and use of reserve funds; and
(f) conflicts of interest among Board Members.
4.02 Policies Reauirina Council Approval: The policy noted in Section
4.01 (e) requires the approval of the Council prior to its becoming effective.
Similarly, all future amendments to that policy require the approval of the
Council. None of the other policies or procedures of the Board require the
approval of the Council. All policies existing as of the creation of the
Board, shall serve as initial policies, until such time as changed by the
Board.
4.03 Corporate By-laws: The Board shall establish by-laws for itself which are
consistent with this By-law, and maintain them, through its corporate
secretary, the CAD, in appropriate minute books.
4.04 Corporation's Policies: Wherever the Board has not established a
corporate policy to govern any procedure, issue, matter or event, it shall
rely on and apply the Corporation's policies for that procedure, issue,
matter or event should same arise. Where the Board has issued a
corporate policy, its policy takes precedence over the Corporation's
policies on the same subject matter.
4.05 Amendments to this By-law at Board's Reauest: In the event that the
Board wishes to request that the Corporation amend this By-law in any
respect, it shall specify its request in writing. Once the Board has, by
recorded vote, passed the resolution requesting the change, it shall
provide the request to the CAD in accordance with Section 5.01 of this By-
law. The CAD shall, subject to Council's procedural by-laws, place the
item on the agenda for the next regularly scheduled meeting of the
Council sitting as committee of the whole for consideration.
4.06 Amendments to this By-law at Corporation's Reauest: In the event
that the Corporation proposes to amend this By-law, it shall provide eight
(8) weeks' written notice to the Board in accordance with Section 5.01 of
this By-law, indicating the proposed change. Within the notice period, the
Board shall be entitled to.
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5.0 MISCELLANEOUS PROVISIONS
5.01 Notice: Any notice to be given by the Board to the Corporation under this
By-law shall be sufficiently given if delivered by hand, or facsimile, or if
sent by prepaid first class mail and addressed to the Corporation at:
The Municipality of Kincardine
Attention: CAO
1475 Concession 5
RR#5
Kincardine, ON N2Z 2X6
Facsimile: 519-396-8288
Any notice to be given by the Corporation to the Board under this By-law
shall be sufficiently given if delivered by hand, or facsimile, or if sent by
prepaid first class mail and addressed to the Board at:
Bruce Telecom
Attention: President/CEO
Box 80
RR#3
Tiverton, ON NOG 2TO
Facsimile: 519-368-1259
Receipt of notice shall be deemed to be given on:
(a) the date of actual delivery of a hand delivered document; or
(b) the business day next following the date of facsimile transmission;
or
(c) five (5) days following the date of mailing of the notice; whichever is
applicable. Notice shall not be given by electronic mail.
The Corporation and the Board, respectively may change the address and
person to receive notices under this By-law through notice given under
this Section 5.01.
5.02 Effective Date: This By-law shall come into force and take effect upon
its final passing. Notwithstanding the effect of this By-law, it is recognized
that the Board shall take time to become established. Until the Board has
been established and has enacted its corporate and procedural by-laws,
the Business shall continue to operate as it has prior to the date of
passage of this By-law.
5.03 Repeals: Upon the Board enacting its corporate and procedural by-laws,
the following corporate and procedural by-laws of Council relating to Bruce
Telecom shall be repealed: By-law No. 94-24 (passed by the Council of
the Corporation of the Township of Bruce) and By-law No. 95-17 (passed
by the Council of the Corporation of the Township of Bruce).
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6.0 This By-law may be cited as the "Bruce Telecom Municipal Service Board
By-law".
READ a FIRST, SECOND and THIRD time and FINALLY PASSED
this 13th day of September, 2006
~A
Mayor'
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