Board - River District Agenda Preview — May 13, 2026
Hook: Agenda Preview Board - River District
Owen Sound · Board - River District · May 13, 2026
Summary
One-sentence summary: The May 13, 2026 meeting at 5:30 PM will consider proposals to amend the River District Constitution, including shortening director terms, expanding election reserve funding, and adjusting the nomination schedule for the 2026 election.
This May 13, 2026 meeting at 5:30 PM will discuss constitutional amendments and the 2026 election schedule, including recommendations to allocate $1,500 annually to an election reserve for an independent Election Manager and adjustments to nomination windows to ensure timely voter information. The agenda includes consideration of a vacancy on the One Year Events and Activations Team, where staff propose filling the spot via the Clerk's nomination procedure without a formal seconder. Discussions will examine updates to clarify eligibility rules, shorten executive terms to two years, and expand nomination windows from late August to late September. While no final decisions are confirmed, the board will review these governance structures aimed at modernizing the election framework before advancing changes to City Council for ratification. A separate item addresses the use of a $10,000 reserve fund allocated to the Events and Activations Team.
Top Newsworthy Developments
- Amendments to the River District Constitution and 2026 River District Board of Management Election: On January 14, 2026, the River District Board of Management utilised $10,000 from reserve funds to establish a One Year Events and Activations Team intended to bring new programming and attractions to the district. This initiative originally included two Board members and three public members, but a vacancy now exists as an appointed member stepped back. Staff have requested a new Board representative to fill this spot, which will be selected through the Clerk's nomination procedure without requiring a formal seconder. The appointed member will ensure fund alignment, provide oversight, and collaborate with community members on strategic decisions. Duties include exploring pilot events, managing staff coordination for permits and branding, and reporting progress to the full Board. The team will meet monthly while adhering to City of Owen Sound conduct codes. Additionally, proposed amendments to the River District Constitution and a 2026 election schedule are being considered. Staff recommend that future annual budgets include a mandatory $1,500 contribution to an election reserve fund to ensure financial stability. Nominations for the 2026 River District Board of Management election are proposed to open on August 28, 2026, close on September 25, 2026, and conclude with an election on November 9, 2026. These changes aim to address feedback from the Election Manager and recent procedural reviews, though no final decisions are confirmed beyond these specific recommendations and dates.
- Memorandum 2026 River District Budget: The City of Owen Sound proposes refining the River District's governance structure to prepare for the 2026 election scheduled for November 9. Staff suggest updating the constitution to clarify roles, such as requiring board members to work for local businesses rather than holding any corporate position. The nomination period will run from late August through late September, with an optional extension in October to ensure timely information distribution. Board membership includes eight representatives selected by local commercial property owners and tenants, plus one appointed by City Council. Directors serve unpaid two-year terms and meet bimonthly in City Hall. An independent Election Manager will oversee the process using existing reserves for costs like printing. A dedicated webpage and phone line will be established for voters. Proposed committees would be limited to four directors, require citizen input, and could not direct staff or commit funds. Oversight falls to the Ontario Ombudsman and Integrity Commissioner, with records accessible via the City Clerk. Council is expected to consider these changes in May 2026, with implementation extending into early 2027.
- One Year Events and Activations Team Board Member Vacancy: The River District Board faces an immediate vacancy after a member stepped down, prompting a request to appoint a replacement quickly using the City's standard nomination process to maintain decision-making capacity. A dedicated $10,000 reserve fund is allocated to support one year of new events, operating under strict conflict-of-interest rules that require at least three members to approve any new activities or expenditures. The team must report progress monthly or as directed. Simultaneously, the City proposes amending the Board's constitution, including a recommendation to add $1,500 annually to an election reserve to ensure future viability. The upcoming 2026 election cycle runs from late August to mid-September, with voting on November 9. The process includes a fallback mechanism where vacant seats are filled by drawing names from a hat if nominations are insufficient, with the Mayor resolving ties by drawing the final name. These governance changes require Board approval before being sent to City Council for final ratification, aiming to modernize the election framework based on feedback from election managers and community input.
- Verbal Report from Member Legate Events and Activations Team Update: The River District Board of Management recently authorised a temporary Events and Activations Team with $10,000 in reserve funding to pilot new local events, social media strategies, and digital advertising. This initiative aims to energize the district while maintaining balanced public and governance representation. However, the team's structure is currently disrupted by the recent withdrawal of one appointed Board member, creating a vacancy that threatens accountability during the pilot period. To resolve this, the Board must appoint a replacement using a specific nomination procedure before the current term concludes, ensuring continued oversight of public funds. Concurrently, staff propose adding $1,500 to future annual budgets to establish a dedicated election reserve fund for past electoral costs. Preparations for the 2026 board elections are underway, with nominations set to occur between August 28 and September 25, followed by an election on November 9. Proposed constitutional amendments, developed with input from the River District Election Manager, will update voting procedures. These changes include rules for single-vacancy elections requiring majority votes and mechanisms for multiple vacancies, such as casting votes equal to open seats or triggering a random draw from eligible members if no nominees are found. If approved, the revised Constitution will move forward to City Council. The upcoming agenda focuses on filling the immediate vacancy, launching the events pilot, and finalizing election infrastructure to ensure equitable representation and fiscal responsibility for all residents.
- Final approvals issued for the following Business Licences: The River District Board will convene in January to elect its Chair, Vice-Chair, and Treasurer, marking the first move in a new governance framework under review for the 2026 election. The nine-member Board includes one City Council member and eight representatives drawn from local business owners, tenants, or employees, all serving unpaid but eligible for expense reimbursement. A key operational shift involves a proposed constitutional amendment to expand the nomination window for the upcoming November 9, 2026, vote from three to four weeks, ensuring voters receive information before casting ballots. To support these elections, a new annual budget contribution will build an independent reserve fund managed by a dedicated, City-hired Election Manager who will oversee all voting logistics, recounts, and results. The Board operates with a strict fiscal calendar from January to December, relying on City staff for administrative support while adhering to municipal by-laws. Special charges levied on business property owners within the district must be collected from tenants to fund the district's mission of improving and promoting Owen Sound's downtown. Future meetings will focus on defining project topics through external expertise or citizen input, with committees limited to four directors. The structure maintains independence for community-led oversight while ensuring alignment with City policies, the Municipal Act, and oversight from the Ontario Ombudsman and Integrity Commissioner.
- Member Legate Citizens on Patrol 2026 Funds: Staff propose repealing the River District Constitution to streamline rules for a 2026 election, expanding nomination windows to ensure voters receive information before November 9. The proposed board includes nine directors: eight elected by district members and one City Council appointee. Eligibility requires adulthood plus property ownership, tenancy, or employment within the district. Directors serve unpaid but receive expense reimbursements with receipts. Executive officers, selected from appointed directors, will oversee affairs while staff provide operational support without city staff direction. Committees may form with citizen expertise but cannot commit funds or direct staff. Financial constraints prohibit borrowing, mandate budget approval for spending, and require dual signatures for transactions. Special property levies collected from owners fund operations. An independent Election Manager will lead the 2026 process using current reserves, avoiding new hires. Meetings occur bimonthly at City Hall, with public access to records under privacy laws. The Coordinator manages duties, while regulators like the Ontario Ombudsman handle closed meeting inquiries. The boundary map from a 1973 by-law remains in effect, and legislation prevails over any conflicting constitution clauses. Upcoming steps involve staff review and City Manager approval for these amendments.
- Citizens on Patrol 2026 Funds Member Legate inquired whether the $1,154: The River District Board of Management is proposing constitutional amendments to refine governance for the 2026 election without adding new infrastructure costs. Key changes include creating a dedicated election reserve fund, growing from $1,500 annually to $6,000 over four years to hire an independent Election Manager rather than relying on the Deputy Clerk. To ensure timely voter materials, the nomination window expands from three to four weeks, shifting from mid-September to late September. Executive leadership roles for the Chair, Vice Chair, and Treasurer will be reduced from four years to two years to enable frequent rotation among directors. The board, composed of nine unpaid directors including one City appointee, meets bimonthly at City Hall, conducting mandatory land acknowledgments. Financial rules remain strict, prohibiting debt beyond the current year without Council approval and banning borrowing via credit cards or overdrafts. A full-time River District Coordinator manages operations while committees of up to four members handle specific tasks without direct staff control. The board's mission sustains a vibrant downtown through commercial promotion and extra municipal land maintenance, operating under the Municipal Act and subject to oversight by the Ontario Ombudsman and Integrity Commissioner. Future actions involve implementing these operational standards while adhering to legislative amendments.
- River District Vacancy Member Dwyer noted: The River District in Owen Sound is proposing constitutional updates to streamline its 2026 board elections and governance. Staff suggest rewriting the constitution to clarify terms, such as using "business" instead of "corporation," so local shop workers can qualify as directors. To reduce election costs, a reserve fund would allow hiring an independent manager rather than overloading the Deputy Clerk during the November municipal election. The nomination period would shift to late August to ensure timely ballots, and terms for the chair and treasurer would shorten from four to two years to encourage rotation. The District's purpose remains improving municipally owned land and promoting a vibrant downtown, governed by a nine-person board of one council appointee and eight elected members. Operations will continue under existing city by-laws, with committees limited to four members who cannot direct staff or spend funds without full board approval. These changes require City Council review in May 2026 before implementation, maintaining a structure where higher laws like the Municipal Act remain supreme.
Key Topics & Sections
Meeting Details
- Jurisdiction
- Owen Sound
- Body
- Board - River District
- Date
- May 13, 2026
- Transcript Status
- Agenda package summary and extracted subreport text
- Transcript URL
- https://helpos.ca/transcripts/owen-sound/board-river-district/2026-05-13
- Official Source
- View official meeting page
Related Discussion
HelpOS discussion thread link pending.
Transcript Notice
This page is an accessibility-focused summary and extracted agenda text intended to promote civic accessibility.
It is an unofficial convenience copy and may contain extraction or summarization errors.
For the authoritative record, try to access the original source materials from Owen Sound using the original link below.
Full Transcript
2 LAND ACKNOWLEDGEMENT
The section provides a land acknowledgement without specific details on the land, people, or history.
2 LAND ACKNOWLEDGEMENT LAND ACKNOWLEDGEMENT
3 CALL FOR ADDITIONAL BUSINESS
The agenda item requests a call for additional business.
3 CALL FOR ADDITIONAL BUSINESS CALL FOR ADDITIONAL BUSINESS
4 DECLARATIONS OF INTEREST
The section contains no substantive content, presenting only a header and repeated title without newsworthy details.
4 DECLARATIONS OF INTEREST DECLARATIONS OF INTEREST
4.a Member Legate Re: Citizens on Patrol 2026 Funds
Staff propose repealing the River District Constitution to streamline rules for a 2026 election, expanding nomination windows to ensure voters receive information before November 9. The proposed board includes nine directors: eight elected by district members and one City Council appointee. Eligibility requires adulthood plus property ownership, tenancy, or employment within the district. Directors serve unpaid but receive expense reimbursements with receipts. Executive officers, selected from appointed directors, will oversee affairs while staff provide operational support without city staff direction. Committees may form with citizen expertise but cannot commit funds or direct staff. Financial constraints prohibit borrowing, mandate budget approval for spending, and require dual signatures for transactions. Special property levies collected from owners fund operations. An independent Election Manager will lead the 2026 process using current reserves, avoiding new hires. Meetings occur bimonthly at City Hall, with public access to records under privacy laws. The Coordinator manages duties, while regulators like the Ontario Ombudsman handle closed meeting inquiries. The boundary map from a 1973 by-law remains in effect, and legislation prevails over any conflicting constitution clauses. Upcoming steps involve staff review and City Manager approval for these amendments.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
4.b Member Dwyer Re: River District Vacancy
Staff propose repealing and replacing the River District Constitution to clarify definitions and simplify formatting, specifically updating 'Business' qualifications to include non-corporate employees. To address operational challenges during the concurrent municipal election, the report recommends establishing a $6,000 reserve fund to retain an independent Election Manager rather than relying solely on City staff. The nomination period is extended from three to four weeks to ensure Voter Information Cards are mailed in time, and Executive Officer terms are reduced from four to two years to allow broader director participation.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
4.c River District Coordinator Re: Poster Kiosk Update DECLARATIONS OF INTEREST There were no declarations of interest.
The proposed amendments redefine 'Business' to include commercial properties within the River District, clarifying that Board qualifications apply to employees of businesses rather than just corporations. To address operational challenges with concurrent municipal elections, the report recommends establishing a $6,000 election reserve fund over four years to ensure independent administration. The nomination period is extended from three to four weeks to allow adequate time for mailing Voter Information Cards, and Executive Officer terms are reduced from four to two years to increase director rotation. No financial implications exist for the Board, as costs will be covered by existing reserves or City wages.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
5 CONFIRMATION OF MINUTES
The agenda item confirms the minutes.
5 CONFIRMATION OF MINUTES CONFIRMATION OF MINUTES
7 PUBLIC FORUM
The public forum segment offers a platform for community voices without specific content details.
7 PUBLIC FORUM PUBLIC FORUM
7.a Presentation from the Senior Planner Re
Staff propose repealing and replacing the River District Constitution to clarify definitions, such as expanding 'Business' beyond corporations, and simplifying administrative formatting. Key amendments include extending the nomination period to ensure Voter Information Cards are mailed in time for the November 9, 2026 election, and reducing Executive Officer terms from four to two years to allow broader director participation. The plan relies on existing City staff, specifically the Deputy Clerk, to manage the election without hiring new personnel, with costs covered by reserves.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
8 CORRESPONDENCE RECEIVED FOR WHICH DIRECTION IS REQUIRED There are no correspondence items being presented for consideration.
No correspondence items were presented for consideration.
8 CORRESPONDENCE RECEIVED FOR WHICH DIRECTION IS REQUIRED There are no correspondence items being presented for consideration. CORRESPONDENCE RECEIVED FOR WHICH DIRECTION IS REQUIRED There are no correspondence items being presented for consideration.
9 REPORTS
The agenda item covers two reports: a verbal police update from the Owen Sound Police Service and a vacancy report from the River District Coordinator regarding the Events and Activations Team Board.
9 REPORTS REPORTS 9.a Verbal Report from the Owen Sound Police Service Re: Police Update 9.b Report CS-26-037 from the River District Coordinator Re: One Year Events and Activations Team Board Member Vacancy
9.a Verbal Report from the Owen Sound Police Service Re: Police Update
The Board reconvened from closed session to address personal matters regarding a River District Board appointment before moving to additional business items, including a call for funds for Citizens on Patrol 2026 and a vacancy update.
Page 3 of 70 3. REPORTING OUT OF CLOSED SESSION Chair Parsons advised that the Board returned to the open session at 5:38 p.m. During the Closed Session, the Board discussed one matter regarding personal matters about identifiable individuals respecting an appointment to the River District Board of Management and direction was provided to staff. 4. 5. CALL FOR ADDITIONAL BUSINESS 4.a Member Legate Re: Citizens on Patrol 2026 Funds 4.b Member Dwyer Re: River District Vacancy 4.c River District Coordinator Re: Poster Kiosk Update DECLARATIONS OF INTEREST There were no declarations of interest. 6. CONFIRMATION OF MINUTES 6.a Minutes of the River District Board of Management meeting held on January 14, 2026 RD-260311-002
9.b Report CS-26-037 from the River District Coordinator Re: One Year Events and Activations Team Board Member Vacancy
The River District Board faces an immediate vacancy after a member stepped down, prompting a request to appoint a replacement quickly using the City's standard nomination process to maintain decision-making capacity. A dedicated $10,000 reserve fund is allocated to support one year of new events, operating under strict conflict-of-interest rules that require at least three members to approve any new activities or expenditures. The team must report progress monthly or as directed. Simultaneously, the City proposes amending the Board's constitution, including a recommendation to add $1,500 annually to an election reserve to ensure future viability. The upcoming 2026 election cycle runs from late August to mid-September, with voting on November 9. The process includes a fallback mechanism where vacant seats are filled by drawing names from a hat if nominations are insufficient, with the Mayor resolving ties by drawing the final name. These governance changes require Board approval before being sent to City Council for final ratification, aiming to modernize the election framework based on feedback from election managers and community input.
Page 10 of 70 Tactic: a. Encourage animation of the River District; b. Encourage new and continued programming; and c. Encourage new activities and attractions to engage visitors and locals. River District Promotion Strategic Objective: Attract people to the River District. Recommendation: Follow a strategic, multi-layered, collaborative, and bold promotions plan for the River District. Tactic: a. Encourage animation of the River District; b. Brand RDBM Social Media accounts for alignment with the River District look and feel; c. Regularly schedule social media posts; d. Digital advertising. Deliver digital ad campaign to local and nearby residents in the target market; e. Leverage local social media influencers; and f. Claim the River District Google business and Trip Advisor page. Previous Report/Authority: CS-26-004 - One Year Events and Activations Team Background: On January 14, 2026, the River District Board of Management approved the creation of a One Year Events and Activations Team. This Team was allocated $10,000 from the Board reserve funds to be used in the creation and execution of new events and activations. The Terms of Reference approved by the Board in January serve as the framework for how the Team is managed and operates. The Team is composed of five members, two of whom are Board members and three of whom are members of the public. The River District Coordinator acts in a supportive role. On January 14, Members Legate and Robinson were appointed to the Team. Since that time, Member Robinson has had to step back from participation. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 2 of 4 Page 11 of 70 The purpose of this report is to request that the River District Board of Management appoint a new Board representative to the Events and Activations Team to fill the current vacancy and ensure the Team can continue its work as intended under the approved Terms of Reference. Analysis and Options: The Events and Activations Team was designed to operate with a balanced mix of Board and public representation to support both governance oversight and community-driven event development. Board participation is particularly important in ensuring alignment with River District priorities, providing accountability for the use of reserve funds, and supporting timely decisionmaking as opportunities arise. With a current vacancy in the Board-appointed membership, the Team is not operating at its intended capacity. This may impact continuity, reduce direct connection to the Board, and place additional pressure on remaining members during an already time-sensitive pilot period. Maintaining the approved structure supports the Team’s ability to effectively deliver on its mandate and maximize the impact of the one-year initiative. Given the pilot nature of the Team and the importance of maintaining momentum, filling the vacancy will help ensure the Team continues to function as intended without disruption. The vacancy will be filled in accordance with the Clerk’s Nomination Procedure, included as Attachment 2. Resource Alignment: Financial Resources N/A. Human Resources N/A. Time and Scheduling N/A. Technology and Infrastructure N/A. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 3 of 4 Page 12 of 70 Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Report Developed in Consultation With: Pamela Coulter, Director of Community Services Attachments: 1. Terms of Reference – RDBM Events and Activations Team 2. Nomination Procedure Reviewed by: Pamela Coulter, Director of Community Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Viveca Gravel, River District Coordinator at vgravel@owensound.ca or 519-376-4440 ext. 1209. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 4 of 4 Page 13 of 70 Events and Activations Team Terms of Reference Background Role of the River District Coordinator 1. With respect to events and activations, the role of the River District Coordinator is to; a. coordinate any permits, licensing, insurance, and street closures through the City of Owen Sound; b. ensure the Events and Activations Team budget is tracked; c. manage all expenses; d. ensure River District brand standards are met; and e. support in marketing and promotion of events including maintaining sole administrative access to digital software accounts. Role of the River District Board of Management (RDBM) 2. With respect to events and activations, the role of the RDBM is to; a. approve the annual River District Events and Activations Plan; b. allocate budget resources to events and activations; and c. provide oversight and strategic guidance for events and activations within the River District. Role of the Events and Activations Team 3. The Events and Activations Team (the “Team”) is a working group under the River District Board of Management that explores new pilot events and activations that fall outside the approved annual events plan. Team Duties 4. Duties of the Events and Activation Team include: a. acting as the primary driver to develop, plan and execute pilot events and activations by leveraging expertise, community connection and experience; Page 1 of 3 Page 14 of 70 b. providing recommendations, updates, and lessons learned to the RDBM regarding pilot initiatives that show potential for future inclusion in the annual plan; c. collaborating with staff on operational requirements such as permits, insurance, communications, and marketing; d. providing feedback on the successes, challenges, and opportunities associated with pilot initiatives; and e. recommending pilot initiatives that may be incorporated into future River District annual plans. Chair 5. The chair of the Events and Activations Team will be elected by the members of the Team using the Clerk’s Election of Chair Procedure in effect at the time. The chair must be a member of the RDBM. 6. The role of the chair is to; a. provide leadership, coordination, and accountability to ensure the Team fulfills its mandate; b. facilitate discussion, keep meetings focused, and ensure all members have an opportunity to contribute; c. act as the liaison between the Team, staff, and the RDBM, reporting progress, recommendations, and issues as required; and d. encourage respectful dialogue, manage differing viewpoints, and work toward consensus or clear recommendations. Membership 7. The Events and Activation Team will be comprised of: a. two (2) members of the RDBM selected using the Clerk’s Nomination Procedure in effect at the time; and b. three (3) public members selected by the River District Coordinator based on expertise in events and activations, community connections and experience. Term 8. The term for Team members will be one (1) year. Page 2 of 3 Page 15 of 70 Administrative Support 9. River District staff will provide administrative support to the Team, including coordination of meetings, operational guidance, financial management of the allocated budget, and reporting. Meetings 10. The Team will meet monthly, or at the call of the chair, at a location determined by the chair. 11. A quorum of members is not required for a meeting to take place. 12. All decisions to approve new events and allocate funds require a minimum of three (3) Team members. 13. Any Team member with a conflict of interest associated with a matter or matters being considered by the Team must identify the conflict to the team and remove themselves for the portion of the meeting associated with the conflict. Reporting 14. At each meeting of the RDBM, the chair of the Events and Activation Team will provide an update on the activities of the Team. 15. Should an event or activation be created and implemented between RDBM meetings, the Chair will notify the RDBM via email for information purposes. 16. In the absence of the chair of the Events and Activation Team at a RDBM meeting, River District staff will provide the update. 17. Updates may be provided verbally or in writing. Budget 18. The RDBM may allocate funds to support the Team’s work on an annual basis. 19. All expenditures must be coordinated through staff, who will act as the primary point of contact for financial withdrawals and reporting. Code of Conduct 20. All Team members will adhere to the City of Owen Sound’s Code of Conduct as outlined in the River District Constitution. Page 3 of 3 Page 16 of 70 Procedure Nominations and Elections of Members to Boards and Committees Lead Division: Clerks Purpose 1. To provide procedures for nominating and electing members to serve on Boards and Committees when there is a single vacancy or multiple vacancies, and it is outside of the annual Board, Committee and Seat Selection Policy GOV001 timeframe. Background 2. Each year, Council selects the boards and committees on which they wish to serve. 3. New Council board and committee terms begin February 1 of each year. 4. When a vacancy arises throughout the year on a Board or Committee, Council may follow this procedure to nominate and elect members to fill the vacancy as opposed to following Policy GOV001. Scope 5. This procedure applies to Standing, Advisory, and Ad Hoc Committees, Community Organizations, and Boards as identified in the Board and Committee By-law. Definitions 6. For the purposes of this procedure, “Ad Hoc Committee” means an ad hoc committee as identified in the City’s Board and Committee By-law; “Advisory Committee” means an advisory committee as identified in the City’s Board and Committee By-law; “Board” means a board as identified in the City’s Board and Committee Bylaw; “City” means the City of Owen Sound, and a reference to the City is a reference to the geographical area or The Corporation of the City of Owen Sound as the context requires; “Clerk” means the City Clerk and includes the position of Recording Secretary for a Board or Committee, where applicable; Nominations and Elections of Members to Boards and Committees Page 1 of 4 Page 17 of 70 “Community Organization” means a community organization as identified in the City’s Board and Committee By-law; “Council” means the Council for the City; “Mayor” means the head of council and includes the position of Chair for a Board or Committee, where applicable; “Member” means a member of Council; “Member-elect” means the person who has been elected to a position but has not yet begun to serve in that capacity; and “Standing Committee” means a standing committee as identified in the City’s Board and Committee By-law. Procedure Nominations 7. Nominations may be made by any member including nominations of oneself. 8. A seconder is not required for the nomination to stand. When a Single Vacancy Exists on a Board/Committee 9. At a meeting, the Mayor announces that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancy on the subject Board or Committee. 10. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 11. The Mayor asks the nominee if they will accept the nomination. 12. The Mayor then asks if there are any further nominations. 13. When there are no further nominations, the Mayor declares the nominations closed. 14. Where there is only one nominee, that member is acclaimed to the Board or Committee as a member-elect. 15. Where an election is required, members may only vote once. The Mayor asks for a show of hands in favour of the first nominee and records the number of votes received. If that nominee receives a majority vote of the members present, that nominee is declared the member-elect. 16. Where there is not a majority vote for the first nominee, the Mayor will ask for a show of hands in favour of the second nominee and so forth until one nominee receives a majority vote. Nominations and Elections of Members to Boards and Committees Page 2 of 4 Page 18 of 70 17. Where all nominees have been voted on and no nominee receives a majority vote, the nominee with the highest number of votes is declared the memberelect. 18. Where there is a tie for the highest number of votes, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect. 19. Where no members accept a nomination, the names of all eligible members are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The member whose name is drawn is declared the memberelect. 20. The process is repeated where there are multiple Board/Committees with single vacancies. When Multiple Vacancies Exist on a Board/Committee 21. At a meeting, the Mayor announces how many vacancies exist for a particular Board/Committee and that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancies on that Board or Committee. 22. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 23. The Mayor asks the nominee if they will accept the nomination. 24. The Mayor then asks if there are any further nominations. 25. When there are no further nominations, the Mayor declares the nominations closed. 26. Where the number of nominees is equal to or less than the number of vacancies, all nominees are acclaimed to positions on the Board/Committee. 27. Where an election is required, each member has the same number of votes as there are vacancies to be filled. The Mayor asks for a show of hands for each nominee and records the number of votes received for each nominee. The nominees with the highest number of votes are declared members-elect. 28. If there is a tie in the number of votes for the last vacancy, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect for the last vacancy. 29. Where no members accept a nomination or there are fewer nominees than vacancies, the names of all eligible members are placed into a ‘hat’ or like Nominations and Elections of Members to Boards and Committees Page 3 of 4 Page 19 of 70 receptacle by the Clerk and the number of names equal to the number of vacancies are drawn by the Mayor. The members whose names are drawn are declared members-elect. 30. The process is repeated where there are multiple Board/Committees with multiple vacancies. Procedure Review 31. The City Clerk will review and update this procedure as needed to ensure it reflects current business processes. References and Additional Information Internal 32. Board and Committee By-law 33. Policy GOV001 – Board, Committee and Seat Selection 34. Procedure – Nominations and Elections of Chair and Vice Chair - Committees External 35. N/A Appendices 36. N/A Revision History Staff Authority City Clerk City Clerk Date 2020-09-01 2024-05-09 Description of Amendment Formatted to new template including the addition of standard definitions. Click or tap to enter a date. Nominations and Elections of Members to Boards and Committees Page 4 of 4 Page 20 of 70 Staff Report Report To: River District Board of Management Report From: Staci Landry, Deputy Clerk Meeting Date: May 13, 2026 Report Code: CR-26-047 Subject: Amendments to the River District Constitution and 2026 River District Board of Management Election Recommendations: THAT in consideration of Staff Report CR-26-047 respecting amendments to the River District Constitution and the 2026 River District Board of Management Election, the River District Board of Management: 1. Approves the amendments to the River District Constitution as outlined in the report; and 2. Directs staff to forward the amended River District Constitution to City Council for approval. Highlights: Amendments to the River District Constitution are proposed based on feedback from the River District Election Manager and a comprehensive review of the Constitution. Staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Nominations for the River District Board of Management (RDBM) election will be accepted from August 28, 2026, to September 25, 2026. The RDBM election will be held on November 9, 2026. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 1 of 8
9.c Report CR-26-047 from the Deputy Clerk Re: Amendments to the River District Constitution and 2026 River District Board of Management Election
On January 14, 2026, the River District Board of Management utilised $10,000 from reserve funds to establish a One Year Events and Activations Team intended to bring new programming and attractions to the district. This initiative originally included two Board members and three public members, but a vacancy now exists as an appointed member stepped back. Staff have requested a new Board representative to fill this spot, which will be selected through the Clerk's nomination procedure without requiring a formal seconder. The appointed member will ensure fund alignment, provide oversight, and collaborate with community members on strategic decisions. Duties include exploring pilot events, managing staff coordination for permits and branding, and reporting progress to the full Board. The team will meet monthly while adhering to City of Owen Sound conduct codes. Additionally, proposed amendments to the River District Constitution and a 2026 election schedule are being considered. Staff recommend that future annual budgets include a mandatory $1,500 contribution to an election reserve fund to ensure financial stability. Nominations for the 2026 River District Board of Management election are proposed to open on August 28, 2026, close on September 25, 2026, and conclude with an election on November 9, 2026. These changes aim to address feedback from the Election Manager and recent procedural reviews, though no final decisions are confirmed beyond these specific recommendations and dates.
Page 10 of 70 Tactic: a. Encourage animation of the River District; b. Encourage new and continued programming; and c. Encourage new activities and attractions to engage visitors and locals. River District Promotion Strategic Objective: Attract people to the River District. Recommendation: Follow a strategic, multi-layered, collaborative, and bold promotions plan for the River District. Tactic: a. Encourage animation of the River District; b. Brand RDBM Social Media accounts for alignment with the River District look and feel; c. Regularly schedule social media posts; d. Digital advertising. Deliver digital ad campaign to local and nearby residents in the target market; e. Leverage local social media influencers; and f. Claim the River District Google business and Trip Advisor page. Previous Report/Authority: CS-26-004 - One Year Events and Activations Team Background: On January 14, 2026, the River District Board of Management approved the creation of a One Year Events and Activations Team. This Team was allocated $10,000 from the Board reserve funds to be used in the creation and execution of new events and activations. The Terms of Reference approved by the Board in January serve as the framework for how the Team is managed and operates. The Team is composed of five members, two of whom are Board members and three of whom are members of the public. The River District Coordinator acts in a supportive role. On January 14, Members Legate and Robinson were appointed to the Team. Since that time, Member Robinson has had to step back from participation. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 2 of 4 Page 11 of 70 The purpose of this report is to request that the River District Board of Management appoint a new Board representative to the Events and Activations Team to fill the current vacancy and ensure the Team can continue its work as intended under the approved Terms of Reference. Analysis and Options: The Events and Activations Team was designed to operate with a balanced mix of Board and public representation to support both governance oversight and community-driven event development. Board participation is particularly important in ensuring alignment with River District priorities, providing accountability for the use of reserve funds, and supporting timely decisionmaking as opportunities arise. With a current vacancy in the Board-appointed membership, the Team is not operating at its intended capacity. This may impact continuity, reduce direct connection to the Board, and place additional pressure on remaining members during an already time-sensitive pilot period. Maintaining the approved structure supports the Team’s ability to effectively deliver on its mandate and maximize the impact of the one-year initiative. Given the pilot nature of the Team and the importance of maintaining momentum, filling the vacancy will help ensure the Team continues to function as intended without disruption. The vacancy will be filled in accordance with the Clerk’s Nomination Procedure, included as Attachment 2. Resource Alignment: Financial Resources N/A. Human Resources N/A. Time and Scheduling N/A. Technology and Infrastructure N/A. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 3 of 4 Page 12 of 70 Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Report Developed in Consultation With: Pamela Coulter, Director of Community Services Attachments: 1. Terms of Reference – RDBM Events and Activations Team 2. Nomination Procedure Reviewed by: Pamela Coulter, Director of Community Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Viveca Gravel, River District Coordinator at vgravel@owensound.ca or 519-376-4440 ext. 1209. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 4 of 4 Page 13 of 70 Events and Activations Team Terms of Reference Background Role of the River District Coordinator 1. With respect to events and activations, the role of the River District Coordinator is to; a. coordinate any permits, licensing, insurance, and street closures through the City of Owen Sound; b. ensure the Events and Activations Team budget is tracked; c. manage all expenses; d. ensure River District brand standards are met; and e. support in marketing and promotion of events including maintaining sole administrative access to digital software accounts. Role of the River District Board of Management (RDBM) 2. With respect to events and activations, the role of the RDBM is to; a. approve the annual River District Events and Activations Plan; b. allocate budget resources to events and activations; and c. provide oversight and strategic guidance for events and activations within the River District. Role of the Events and Activations Team 3. The Events and Activations Team (the “Team”) is a working group under the River District Board of Management that explores new pilot events and activations that fall outside the approved annual events plan. Team Duties 4. Duties of the Events and Activation Team include: a. acting as the primary driver to develop, plan and execute pilot events and activations by leveraging expertise, community connection and experience; Page 1 of 3 Page 14 of 70 b. providing recommendations, updates, and lessons learned to the RDBM regarding pilot initiatives that show potential for future inclusion in the annual plan; c. collaborating with staff on operational requirements such as permits, insurance, communications, and marketing; d. providing feedback on the successes, challenges, and opportunities associated with pilot initiatives; and e. recommending pilot initiatives that may be incorporated into future River District annual plans. Chair 5. The chair of the Events and Activations Team will be elected by the members of the Team using the Clerk’s Election of Chair Procedure in effect at the time. The chair must be a member of the RDBM. 6. The role of the chair is to; a. provide leadership, coordination, and accountability to ensure the Team fulfills its mandate; b. facilitate discussion, keep meetings focused, and ensure all members have an opportunity to contribute; c. act as the liaison between the Team, staff, and the RDBM, reporting progress, recommendations, and issues as required; and d. encourage respectful dialogue, manage differing viewpoints, and work toward consensus or clear recommendations. Membership 7. The Events and Activation Team will be comprised of: a. two (2) members of the RDBM selected using the Clerk’s Nomination Procedure in effect at the time; and b. three (3) public members selected by the River District Coordinator based on expertise in events and activations, community connections and experience. Term 8. The term for Team members will be one (1) year. Page 2 of 3 Page 15 of 70 Administrative Support 9. River District staff will provide administrative support to the Team, including coordination of meetings, operational guidance, financial management of the allocated budget, and reporting. Meetings 10. The Team will meet monthly, or at the call of the chair, at a location determined by the chair. 11. A quorum of members is not required for a meeting to take place. 12. All decisions to approve new events and allocate funds require a minimum of three (3) Team members. 13. Any Team member with a conflict of interest associated with a matter or matters being considered by the Team must identify the conflict to the team and remove themselves for the portion of the meeting associated with the conflict. Reporting 14. At each meeting of the RDBM, the chair of the Events and Activation Team will provide an update on the activities of the Team. 15. Should an event or activation be created and implemented between RDBM meetings, the Chair will notify the RDBM via email for information purposes. 16. In the absence of the chair of the Events and Activation Team at a RDBM meeting, River District staff will provide the update. 17. Updates may be provided verbally or in writing. Budget 18. The RDBM may allocate funds to support the Team’s work on an annual basis. 19. All expenditures must be coordinated through staff, who will act as the primary point of contact for financial withdrawals and reporting. Code of Conduct 20. All Team members will adhere to the City of Owen Sound’s Code of Conduct as outlined in the River District Constitution. Page 3 of 3 Page 16 of 70 Procedure Nominations and Elections of Members to Boards and Committees Lead Division: Clerks Purpose 1. To provide procedures for nominating and electing members to serve on Boards and Committees when there is a single vacancy or multiple vacancies, and it is outside of the annual Board, Committee and Seat Selection Policy GOV001 timeframe. Background 2. Each year, Council selects the boards and committees on which they wish to serve. 3. New Council board and committee terms begin February 1 of each year. 4. When a vacancy arises throughout the year on a Board or Committee, Council may follow this procedure to nominate and elect members to fill the vacancy as opposed to following Policy GOV001. Scope 5. This procedure applies to Standing, Advisory, and Ad Hoc Committees, Community Organizations, and Boards as identified in the Board and Committee By-law. Definitions 6. For the purposes of this procedure, “Ad Hoc Committee” means an ad hoc committee as identified in the City’s Board and Committee By-law; “Advisory Committee” means an advisory committee as identified in the City’s Board and Committee By-law; “Board” means a board as identified in the City’s Board and Committee Bylaw; “City” means the City of Owen Sound, and a reference to the City is a reference to the geographical area or The Corporation of the City of Owen Sound as the context requires; “Clerk” means the City Clerk and includes the position of Recording Secretary for a Board or Committee, where applicable; Nominations and Elections of Members to Boards and Committees Page 1 of 4 Page 17 of 70 “Community Organization” means a community organization as identified in the City’s Board and Committee By-law; “Council” means the Council for the City; “Mayor” means the head of council and includes the position of Chair for a Board or Committee, where applicable; “Member” means a member of Council; “Member-elect” means the person who has been elected to a position but has not yet begun to serve in that capacity; and “Standing Committee” means a standing committee as identified in the City’s Board and Committee By-law. Procedure Nominations 7. Nominations may be made by any member including nominations of oneself. 8. A seconder is not required for the nomination to stand. When a Single Vacancy Exists on a Board/Committee 9. At a meeting, the Mayor announces that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancy on the subject Board or Committee. 10. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 11. The Mayor asks the nominee if they will accept the nomination. 12. The Mayor then asks if there are any further nominations. 13. When there are no further nominations, the Mayor declares the nominations closed. 14. Where there is only one nominee, that member is acclaimed to the Board or Committee as a member-elect. 15. Where an election is required, members may only vote once. The Mayor asks for a show of hands in favour of the first nominee and records the number of votes received. If that nominee receives a majority vote of the members present, that nominee is declared the member-elect. 16. Where there is not a majority vote for the first nominee, the Mayor will ask for a show of hands in favour of the second nominee and so forth until one nominee receives a majority vote. Nominations and Elections of Members to Boards and Committees Page 2 of 4 Page 18 of 70 17. Where all nominees have been voted on and no nominee receives a majority vote, the nominee with the highest number of votes is declared the memberelect. 18. Where there is a tie for the highest number of votes, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect. 19. Where no members accept a nomination, the names of all eligible members are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The member whose name is drawn is declared the memberelect. 20. The process is repeated where there are multiple Board/Committees with single vacancies. When Multiple Vacancies Exist on a Board/Committee 21. At a meeting, the Mayor announces how many vacancies exist for a particular Board/Committee and that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancies on that Board or Committee. 22. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 23. The Mayor asks the nominee if they will accept the nomination. 24. The Mayor then asks if there are any further nominations. 25. When there are no further nominations, the Mayor declares the nominations closed. 26. Where the number of nominees is equal to or less than the number of vacancies, all nominees are acclaimed to positions on the Board/Committee. 27. Where an election is required, each member has the same number of votes as there are vacancies to be filled. The Mayor asks for a show of hands for each nominee and records the number of votes received for each nominee. The nominees with the highest number of votes are declared members-elect. 28. If there is a tie in the number of votes for the last vacancy, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect for the last vacancy. 29. Where no members accept a nomination or there are fewer nominees than vacancies, the names of all eligible members are placed into a ‘hat’ or like Nominations and Elections of Members to Boards and Committees Page 3 of 4 Page 19 of 70 receptacle by the Clerk and the number of names equal to the number of vacancies are drawn by the Mayor. The members whose names are drawn are declared members-elect. 30. The process is repeated where there are multiple Board/Committees with multiple vacancies. Procedure Review 31. The City Clerk will review and update this procedure as needed to ensure it reflects current business processes. References and Additional Information Internal 32. Board and Committee By-law 33. Policy GOV001 – Board, Committee and Seat Selection 34. Procedure – Nominations and Elections of Chair and Vice Chair - Committees External 35. N/A Appendices 36. N/A Revision History Staff Authority City Clerk City Clerk Date 2020-09-01 2024-05-09 Description of Amendment Formatted to new template including the addition of standard definitions. Click or tap to enter a date. Nominations and Elections of Members to Boards and Committees Page 4 of 4 Page 20 of 70 Staff Report Report To: River District Board of Management Report From: Staci Landry, Deputy Clerk Meeting Date: May 13, 2026 Report Code: CR-26-047 Subject: Amendments to the River District Constitution and 2026 River District Board of Management Election Recommendations: THAT in consideration of Staff Report CR-26-047 respecting amendments to the River District Constitution and the 2026 River District Board of Management Election, the River District Board of Management: 1. Approves the amendments to the River District Constitution as outlined in the report; and 2. Directs staff to forward the amended River District Constitution to City Council for approval. Highlights: Amendments to the River District Constitution are proposed based on feedback from the River District Election Manager and a comprehensive review of the Constitution. Staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Nominations for the River District Board of Management (RDBM) election will be accepted from August 28, 2026, to September 25, 2026. The RDBM election will be held on November 9, 2026. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 1 of 8
9.d Verbal Report from Member Legate Re: Events and Activations Team Update
The River District Board of Management recently authorised a temporary Events and Activations Team with $10,000 in reserve funding to pilot new local events, social media strategies, and digital advertising. This initiative aims to energize the district while maintaining balanced public and governance representation. However, the team's structure is currently disrupted by the recent withdrawal of one appointed Board member, creating a vacancy that threatens accountability during the pilot period. To resolve this, the Board must appoint a replacement using a specific nomination procedure before the current term concludes, ensuring continued oversight of public funds. Concurrently, staff propose adding $1,500 to future annual budgets to establish a dedicated election reserve fund for past electoral costs. Preparations for the 2026 board elections are underway, with nominations set to occur between August 28 and September 25, followed by an election on November 9. Proposed constitutional amendments, developed with input from the River District Election Manager, will update voting procedures. These changes include rules for single-vacancy elections requiring majority votes and mechanisms for multiple vacancies, such as casting votes equal to open seats or triggering a random draw from eligible members if no nominees are found. If approved, the revised Constitution will move forward to City Council. The upcoming agenda focuses on filling the immediate vacancy, launching the events pilot, and finalizing election infrastructure to ensure equitable representation and fiscal responsibility for all residents.
Page 10 of 70 Tactic: a. Encourage animation of the River District; b. Encourage new and continued programming; and c. Encourage new activities and attractions to engage visitors and locals. River District Promotion Strategic Objective: Attract people to the River District. Recommendation: Follow a strategic, multi-layered, collaborative, and bold promotions plan for the River District. Tactic: a. Encourage animation of the River District; b. Brand RDBM Social Media accounts for alignment with the River District look and feel; c. Regularly schedule social media posts; d. Digital advertising. Deliver digital ad campaign to local and nearby residents in the target market; e. Leverage local social media influencers; and f. Claim the River District Google business and Trip Advisor page. Previous Report/Authority: CS-26-004 - One Year Events and Activations Team Background: On January 14, 2026, the River District Board of Management approved the creation of a One Year Events and Activations Team. This Team was allocated $10,000 from the Board reserve funds to be used in the creation and execution of new events and activations. The Terms of Reference approved by the Board in January serve as the framework for how the Team is managed and operates. The Team is composed of five members, two of whom are Board members and three of whom are members of the public. The River District Coordinator acts in a supportive role. On January 14, Members Legate and Robinson were appointed to the Team. Since that time, Member Robinson has had to step back from participation. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 2 of 4 Page 11 of 70 The purpose of this report is to request that the River District Board of Management appoint a new Board representative to the Events and Activations Team to fill the current vacancy and ensure the Team can continue its work as intended under the approved Terms of Reference. Analysis and Options: The Events and Activations Team was designed to operate with a balanced mix of Board and public representation to support both governance oversight and community-driven event development. Board participation is particularly important in ensuring alignment with River District priorities, providing accountability for the use of reserve funds, and supporting timely decisionmaking as opportunities arise. With a current vacancy in the Board-appointed membership, the Team is not operating at its intended capacity. This may impact continuity, reduce direct connection to the Board, and place additional pressure on remaining members during an already time-sensitive pilot period. Maintaining the approved structure supports the Team’s ability to effectively deliver on its mandate and maximize the impact of the one-year initiative. Given the pilot nature of the Team and the importance of maintaining momentum, filling the vacancy will help ensure the Team continues to function as intended without disruption. The vacancy will be filled in accordance with the Clerk’s Nomination Procedure, included as Attachment 2. Resource Alignment: Financial Resources N/A. Human Resources N/A. Time and Scheduling N/A. Technology and Infrastructure N/A. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 3 of 4 Page 12 of 70 Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Report Developed in Consultation With: Pamela Coulter, Director of Community Services Attachments: 1. Terms of Reference – RDBM Events and Activations Team 2. Nomination Procedure Reviewed by: Pamela Coulter, Director of Community Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Viveca Gravel, River District Coordinator at vgravel@owensound.ca or 519-376-4440 ext. 1209. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 4 of 4 Page 13 of 70 Events and Activations Team Terms of Reference Background Role of the River District Coordinator 1. With respect to events and activations, the role of the River District Coordinator is to; a. coordinate any permits, licensing, insurance, and street closures through the City of Owen Sound; b. ensure the Events and Activations Team budget is tracked; c. manage all expenses; d. ensure River District brand standards are met; and e. support in marketing and promotion of events including maintaining sole administrative access to digital software accounts. Role of the River District Board of Management (RDBM) 2. With respect to events and activations, the role of the RDBM is to; a. approve the annual River District Events and Activations Plan; b. allocate budget resources to events and activations; and c. provide oversight and strategic guidance for events and activations within the River District. Role of the Events and Activations Team 3. The Events and Activations Team (the “Team”) is a working group under the River District Board of Management that explores new pilot events and activations that fall outside the approved annual events plan. Team Duties 4. Duties of the Events and Activation Team include: a. acting as the primary driver to develop, plan and execute pilot events and activations by leveraging expertise, community connection and experience; Page 1 of 3 Page 14 of 70 b. providing recommendations, updates, and lessons learned to the RDBM regarding pilot initiatives that show potential for future inclusion in the annual plan; c. collaborating with staff on operational requirements such as permits, insurance, communications, and marketing; d. providing feedback on the successes, challenges, and opportunities associated with pilot initiatives; and e. recommending pilot initiatives that may be incorporated into future River District annual plans. Chair 5. The chair of the Events and Activations Team will be elected by the members of the Team using the Clerk’s Election of Chair Procedure in effect at the time. The chair must be a member of the RDBM. 6. The role of the chair is to; a. provide leadership, coordination, and accountability to ensure the Team fulfills its mandate; b. facilitate discussion, keep meetings focused, and ensure all members have an opportunity to contribute; c. act as the liaison between the Team, staff, and the RDBM, reporting progress, recommendations, and issues as required; and d. encourage respectful dialogue, manage differing viewpoints, and work toward consensus or clear recommendations. Membership 7. The Events and Activation Team will be comprised of: a. two (2) members of the RDBM selected using the Clerk’s Nomination Procedure in effect at the time; and b. three (3) public members selected by the River District Coordinator based on expertise in events and activations, community connections and experience. Term 8. The term for Team members will be one (1) year. Page 2 of 3 Page 15 of 70 Administrative Support 9. River District staff will provide administrative support to the Team, including coordination of meetings, operational guidance, financial management of the allocated budget, and reporting. Meetings 10. The Team will meet monthly, or at the call of the chair, at a location determined by the chair. 11. A quorum of members is not required for a meeting to take place. 12. All decisions to approve new events and allocate funds require a minimum of three (3) Team members. 13. Any Team member with a conflict of interest associated with a matter or matters being considered by the Team must identify the conflict to the team and remove themselves for the portion of the meeting associated with the conflict. Reporting 14. At each meeting of the RDBM, the chair of the Events and Activation Team will provide an update on the activities of the Team. 15. Should an event or activation be created and implemented between RDBM meetings, the Chair will notify the RDBM via email for information purposes. 16. In the absence of the chair of the Events and Activation Team at a RDBM meeting, River District staff will provide the update. 17. Updates may be provided verbally or in writing. Budget 18. The RDBM may allocate funds to support the Team’s work on an annual basis. 19. All expenditures must be coordinated through staff, who will act as the primary point of contact for financial withdrawals and reporting. Code of Conduct 20. All Team members will adhere to the City of Owen Sound’s Code of Conduct as outlined in the River District Constitution. Page 3 of 3 Page 16 of 70 Procedure Nominations and Elections of Members to Boards and Committees Lead Division: Clerks Purpose 1. To provide procedures for nominating and electing members to serve on Boards and Committees when there is a single vacancy or multiple vacancies, and it is outside of the annual Board, Committee and Seat Selection Policy GOV001 timeframe. Background 2. Each year, Council selects the boards and committees on which they wish to serve. 3. New Council board and committee terms begin February 1 of each year. 4. When a vacancy arises throughout the year on a Board or Committee, Council may follow this procedure to nominate and elect members to fill the vacancy as opposed to following Policy GOV001. Scope 5. This procedure applies to Standing, Advisory, and Ad Hoc Committees, Community Organizations, and Boards as identified in the Board and Committee By-law. Definitions 6. For the purposes of this procedure, “Ad Hoc Committee” means an ad hoc committee as identified in the City’s Board and Committee By-law; “Advisory Committee” means an advisory committee as identified in the City’s Board and Committee By-law; “Board” means a board as identified in the City’s Board and Committee Bylaw; “City” means the City of Owen Sound, and a reference to the City is a reference to the geographical area or The Corporation of the City of Owen Sound as the context requires; “Clerk” means the City Clerk and includes the position of Recording Secretary for a Board or Committee, where applicable; Nominations and Elections of Members to Boards and Committees Page 1 of 4 Page 17 of 70 “Community Organization” means a community organization as identified in the City’s Board and Committee By-law; “Council” means the Council for the City; “Mayor” means the head of council and includes the position of Chair for a Board or Committee, where applicable; “Member” means a member of Council; “Member-elect” means the person who has been elected to a position but has not yet begun to serve in that capacity; and “Standing Committee” means a standing committee as identified in the City’s Board and Committee By-law. Procedure Nominations 7. Nominations may be made by any member including nominations of oneself. 8. A seconder is not required for the nomination to stand. When a Single Vacancy Exists on a Board/Committee 9. At a meeting, the Mayor announces that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancy on the subject Board or Committee. 10. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 11. The Mayor asks the nominee if they will accept the nomination. 12. The Mayor then asks if there are any further nominations. 13. When there are no further nominations, the Mayor declares the nominations closed. 14. Where there is only one nominee, that member is acclaimed to the Board or Committee as a member-elect. 15. Where an election is required, members may only vote once. The Mayor asks for a show of hands in favour of the first nominee and records the number of votes received. If that nominee receives a majority vote of the members present, that nominee is declared the member-elect. 16. Where there is not a majority vote for the first nominee, the Mayor will ask for a show of hands in favour of the second nominee and so forth until one nominee receives a majority vote. Nominations and Elections of Members to Boards and Committees Page 2 of 4 Page 18 of 70 17. Where all nominees have been voted on and no nominee receives a majority vote, the nominee with the highest number of votes is declared the memberelect. 18. Where there is a tie for the highest number of votes, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect. 19. Where no members accept a nomination, the names of all eligible members are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The member whose name is drawn is declared the memberelect. 20. The process is repeated where there are multiple Board/Committees with single vacancies. When Multiple Vacancies Exist on a Board/Committee 21. At a meeting, the Mayor announces how many vacancies exist for a particular Board/Committee and that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancies on that Board or Committee. 22. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 23. The Mayor asks the nominee if they will accept the nomination. 24. The Mayor then asks if there are any further nominations. 25. When there are no further nominations, the Mayor declares the nominations closed. 26. Where the number of nominees is equal to or less than the number of vacancies, all nominees are acclaimed to positions on the Board/Committee. 27. Where an election is required, each member has the same number of votes as there are vacancies to be filled. The Mayor asks for a show of hands for each nominee and records the number of votes received for each nominee. The nominees with the highest number of votes are declared members-elect. 28. If there is a tie in the number of votes for the last vacancy, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect for the last vacancy. 29. Where no members accept a nomination or there are fewer nominees than vacancies, the names of all eligible members are placed into a ‘hat’ or like Nominations and Elections of Members to Boards and Committees Page 3 of 4 Page 19 of 70 receptacle by the Clerk and the number of names equal to the number of vacancies are drawn by the Mayor. The members whose names are drawn are declared members-elect. 30. The process is repeated where there are multiple Board/Committees with multiple vacancies. Procedure Review 31. The City Clerk will review and update this procedure as needed to ensure it reflects current business processes. References and Additional Information Internal 32. Board and Committee By-law 33. Policy GOV001 – Board, Committee and Seat Selection 34. Procedure – Nominations and Elections of Chair and Vice Chair - Committees External 35. N/A Appendices 36. N/A Revision History Staff Authority City Clerk City Clerk Date 2020-09-01 2024-05-09 Description of Amendment Formatted to new template including the addition of standard definitions. Click or tap to enter a date. Nominations and Elections of Members to Boards and Committees Page 4 of 4 Page 20 of 70 Staff Report Report To: River District Board of Management Report From: Staci Landry, Deputy Clerk Meeting Date: May 13, 2026 Report Code: CR-26-047 Subject: Amendments to the River District Constitution and 2026 River District Board of Management Election Recommendations: THAT in consideration of Staff Report CR-26-047 respecting amendments to the River District Constitution and the 2026 River District Board of Management Election, the River District Board of Management: 1. Approves the amendments to the River District Constitution as outlined in the report; and 2. Directs staff to forward the amended River District Constitution to City Council for approval. Highlights: Amendments to the River District Constitution are proposed based on feedback from the River District Election Manager and a comprehensive review of the Constitution. Staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Nominations for the River District Board of Management (RDBM) election will be accepted from August 28, 2026, to September 25, 2026. The RDBM election will be held on November 9, 2026. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 1 of 8
9.e Verbal Report from the River District Coordinator Re: Toronto Triumph Club Car Show
The River District Board of Management is addressing a vacancy on its newly formed One Year Events and Activations Team, which was established in January 2026 with a $10,000 reserve fund allocation to drive community-driven initiatives. The team, originally designed with a balanced mix of two Board members and three public representatives, currently lacks a Board appointee after one member stepped back, risking reduced oversight and continuity during this critical pilot period. To restore the intended structure and ensure accountability for the use of funds, the Board is proceeding to fill the seat via the Clerk's Nomination Procedure, prioritizing the maintenance of momentum for the district's event development goals.
Page 10 of 70 Tactic: a. Encourage animation of the River District; b. Encourage new and continued programming; and c. Encourage new activities and attractions to engage visitors and locals. River District Promotion Strategic Objective: Attract people to the River District. Recommendation: Follow a strategic, multi-layered, collaborative, and bold promotions plan for the River District. Tactic: a. Encourage animation of the River District; b. Brand RDBM Social Media accounts for alignment with the River District look and feel; c. Regularly schedule social media posts; d. Digital advertising. Deliver digital ad campaign to local and nearby residents in the target market; e. Leverage local social media influencers; and f. Claim the River District Google business and Trip Advisor page. Previous Report/Authority: CS-26-004 - One Year Events and Activations Team Background: On January 14, 2026, the River District Board of Management approved the creation of a One Year Events and Activations Team. This Team was allocated $10,000 from the Board reserve funds to be used in the creation and execution of new events and activations. The Terms of Reference approved by the Board in January serve as the framework for how the Team is managed and operates. The Team is composed of five members, two of whom are Board members and three of whom are members of the public. The River District Coordinator acts in a supportive role. On January 14, Members Legate and Robinson were appointed to the Team. Since that time, Member Robinson has had to step back from participation. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 2 of 4 Page 11 of 70 The purpose of this report is to request that the River District Board of Management appoint a new Board representative to the Events and Activations Team to fill the current vacancy and ensure the Team can continue its work as intended under the approved Terms of Reference. Analysis and Options: The Events and Activations Team was designed to operate with a balanced mix of Board and public representation to support both governance oversight and community-driven event development. Board participation is particularly important in ensuring alignment with River District priorities, providing accountability for the use of reserve funds, and supporting timely decisionmaking as opportunities arise. With a current vacancy in the Board-appointed membership, the Team is not operating at its intended capacity. This may impact continuity, reduce direct connection to the Board, and place additional pressure on remaining members during an already time-sensitive pilot period. Maintaining the approved structure supports the Team’s ability to effectively deliver on its mandate and maximize the impact of the one-year initiative. Given the pilot nature of the Team and the importance of maintaining momentum, filling the vacancy will help ensure the Team continues to function as intended without disruption. The vacancy will be filled in accordance with the Clerk’s Nomination Procedure, included as Attachment 2. Resource Alignment: Financial Resources N/A. Human Resources N/A. Time and Scheduling N/A. Technology and Infrastructure N/A. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 3 of 4 Page 12 of 70 Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Report Developed in Consultation With: Pamela Coulter, Director of Community Services Attachments: 1. Terms of Reference – RDBM Events and Activations Team 2. Nomination Procedure Reviewed by: Pamela Coulter, Director of Community Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Viveca Gravel, River District Coordinator at vgravel@owensound.ca or 519-376-4440 ext. 1209. Staff Report CS-26-037: One Year Events and Activations Team Board Member Vacancy Page 4 of 4 Page 13 of 70 Events and Activations Team Terms of Reference Background Role of the River District Coordinator 1. With respect to events and activations, the role of the River District Coordinator is to; a. coordinate any permits, licensing, insurance, and street closures through the City of Owen Sound; b. ensure the Events and Activations Team budget is tracked; c. manage all expenses; d. ensure River District brand standards are met; and e. support in marketing and promotion of events including maintaining sole administrative access to digital software accounts. Role of the River District Board of Management (RDBM) 2. With respect to events and activations, the role of the RDBM is to; a. approve the annual River District Events and Activations Plan; b. allocate budget resources to events and activations; and c. provide oversight and strategic guidance for events and activations within the River District. Role of the Events and Activations Team 3. The Events and Activations Team (the “Team”) is a working group under the River District Board of Management that explores new pilot events and activations that fall outside the approved annual events plan. Team Duties 4. Duties of the Events and Activation Team include: a. acting as the primary driver to develop, plan and execute pilot events and activations by leveraging expertise, community connection and experience; Page 1 of 3 Page 14 of 70 b. providing recommendations, updates, and lessons learned to the RDBM regarding pilot initiatives that show potential for future inclusion in the annual plan; c. collaborating with staff on operational requirements such as permits, insurance, communications, and marketing; d. providing feedback on the successes, challenges, and opportunities associated with pilot initiatives; and e. recommending pilot initiatives that may be incorporated into future River District annual plans. Chair 5. The chair of the Events and Activations Team will be elected by the members of the Team using the Clerk’s Election of Chair Procedure in effect at the time. The chair must be a member of the RDBM. 6. The role of the chair is to; a. provide leadership, coordination, and accountability to ensure the Team fulfills its mandate; b. facilitate discussion, keep meetings focused, and ensure all members have an opportunity to contribute; c. act as the liaison between the Team, staff, and the RDBM, reporting progress, recommendations, and issues as required; and d. encourage respectful dialogue, manage differing viewpoints, and work toward consensus or clear recommendations. Membership 7. The Events and Activation Team will be comprised of: a. two (2) members of the RDBM selected using the Clerk’s Nomination Procedure in effect at the time; and b. three (3) public members selected by the River District Coordinator based on expertise in events and activations, community connections and experience. Term 8. The term for Team members will be one (1) year. Page 2 of 3 Page 15 of 70 Administrative Support 9. River District staff will provide administrative support to the Team, including coordination of meetings, operational guidance, financial management of the allocated budget, and reporting. Meetings 10. The Team will meet monthly, or at the call of the chair, at a location determined by the chair. 11. A quorum of members is not required for a meeting to take place. 12. All decisions to approve new events and allocate funds require a minimum of three (3) Team members. 13. Any Team member with a conflict of interest associated with a matter or matters being considered by the Team must identify the conflict to the team and remove themselves for the portion of the meeting associated with the conflict. Reporting 14. At each meeting of the RDBM, the chair of the Events and Activation Team will provide an update on the activities of the Team. 15. Should an event or activation be created and implemented between RDBM meetings, the Chair will notify the RDBM via email for information purposes. 16. In the absence of the chair of the Events and Activation Team at a RDBM meeting, River District staff will provide the update. 17. Updates may be provided verbally or in writing. Budget 18. The RDBM may allocate funds to support the Team’s work on an annual basis. 19. All expenditures must be coordinated through staff, who will act as the primary point of contact for financial withdrawals and reporting. Code of Conduct 20. All Team members will adhere to the City of Owen Sound’s Code of Conduct as outlined in the River District Constitution. Page 3 of 3 Page 16 of 70 Procedure Nominations and Elections of Members to Boards and Committees Lead Division: Clerks Purpose 1. To provide procedures for nominating and electing members to serve on Boards and Committees when there is a single vacancy or multiple vacancies, and it is outside of the annual Board, Committee and Seat Selection Policy GOV001 timeframe. Background 2. Each year, Council selects the boards and committees on which they wish to serve. 3. New Council board and committee terms begin February 1 of each year. 4. When a vacancy arises throughout the year on a Board or Committee, Council may follow this procedure to nominate and elect members to fill the vacancy as opposed to following Policy GOV001. Scope 5. This procedure applies to Standing, Advisory, and Ad Hoc Committees, Community Organizations, and Boards as identified in the Board and Committee By-law. Definitions 6. For the purposes of this procedure, “Ad Hoc Committee” means an ad hoc committee as identified in the City’s Board and Committee By-law; “Advisory Committee” means an advisory committee as identified in the City’s Board and Committee By-law; “Board” means a board as identified in the City’s Board and Committee Bylaw; “City” means the City of Owen Sound, and a reference to the City is a reference to the geographical area or The Corporation of the City of Owen Sound as the context requires; “Clerk” means the City Clerk and includes the position of Recording Secretary for a Board or Committee, where applicable; Nominations and Elections of Members to Boards and Committees Page 1 of 4 Page 17 of 70 “Community Organization” means a community organization as identified in the City’s Board and Committee By-law; “Council” means the Council for the City; “Mayor” means the head of council and includes the position of Chair for a Board or Committee, where applicable; “Member” means a member of Council; “Member-elect” means the person who has been elected to a position but has not yet begun to serve in that capacity; and “Standing Committee” means a standing committee as identified in the City’s Board and Committee By-law. Procedure Nominations 7. Nominations may be made by any member including nominations of oneself. 8. A seconder is not required for the nomination to stand. When a Single Vacancy Exists on a Board/Committee 9. At a meeting, the Mayor announces that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancy on the subject Board or Committee. 10. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 11. The Mayor asks the nominee if they will accept the nomination. 12. The Mayor then asks if there are any further nominations. 13. When there are no further nominations, the Mayor declares the nominations closed. 14. Where there is only one nominee, that member is acclaimed to the Board or Committee as a member-elect. 15. Where an election is required, members may only vote once. The Mayor asks for a show of hands in favour of the first nominee and records the number of votes received. If that nominee receives a majority vote of the members present, that nominee is declared the member-elect. 16. Where there is not a majority vote for the first nominee, the Mayor will ask for a show of hands in favour of the second nominee and so forth until one nominee receives a majority vote. Nominations and Elections of Members to Boards and Committees Page 2 of 4 Page 18 of 70 17. Where all nominees have been voted on and no nominee receives a majority vote, the nominee with the highest number of votes is declared the memberelect. 18. Where there is a tie for the highest number of votes, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect. 19. Where no members accept a nomination, the names of all eligible members are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The member whose name is drawn is declared the memberelect. 20. The process is repeated where there are multiple Board/Committees with single vacancies. When Multiple Vacancies Exist on a Board/Committee 21. At a meeting, the Mayor announces how many vacancies exist for a particular Board/Committee and that the floor is open for nominations. The Mayor then calls for nominations to fill the vacancies on that Board or Committee. 22. Members state “I nominate _________ to the ________ Board/Committee.” A seconder is not required for the nomination to stand. 23. The Mayor asks the nominee if they will accept the nomination. 24. The Mayor then asks if there are any further nominations. 25. When there are no further nominations, the Mayor declares the nominations closed. 26. Where the number of nominees is equal to or less than the number of vacancies, all nominees are acclaimed to positions on the Board/Committee. 27. Where an election is required, each member has the same number of votes as there are vacancies to be filled. The Mayor asks for a show of hands for each nominee and records the number of votes received for each nominee. The nominees with the highest number of votes are declared members-elect. 28. If there is a tie in the number of votes for the last vacancy, the names of the tied nominees are placed into a ‘hat’ or like receptacle by the Clerk and one name is drawn by the Mayor. The nominee whose name is drawn is declared the member-elect for the last vacancy. 29. Where no members accept a nomination or there are fewer nominees than vacancies, the names of all eligible members are placed into a ‘hat’ or like Nominations and Elections of Members to Boards and Committees Page 3 of 4 Page 19 of 70 receptacle by the Clerk and the number of names equal to the number of vacancies are drawn by the Mayor. The members whose names are drawn are declared members-elect. 30. The process is repeated where there are multiple Board/Committees with multiple vacancies. Procedure Review 31. The City Clerk will review and update this procedure as needed to ensure it reflects current business processes. References and Additional Information Internal 32. Board and Committee By-law 33. Policy GOV001 – Board, Committee and Seat Selection 34. Procedure – Nominations and Elections of Chair and Vice Chair - Committees External 35. N/A Appendices 36. N/A Revision History Staff Authority City Clerk City Clerk Date 2020-09-01 2024-05-09 Description of Amendment Formatted to new template including the addition of standard definitions. Click or tap to enter a date. Nominations and Elections of Members to Boards and Committees Page 4 of 4 Page 20 of 70 Staff Report Report To: River District Board of Management Report From: Staci Landry, Deputy Clerk Meeting Date: May 13, 2026 Report Code: CR-26-047 Subject: Amendments to the River District Constitution and 2026 River District Board of Management Election Recommendations: THAT in consideration of Staff Report CR-26-047 respecting amendments to the River District Constitution and the 2026 River District Board of Management Election, the River District Board of Management: 1. Approves the amendments to the River District Constitution as outlined in the report; and 2. Directs staff to forward the amended River District Constitution to City Council for approval. Highlights: Amendments to the River District Constitution are proposed based on feedback from the River District Election Manager and a comprehensive review of the Constitution. Staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Nominations for the River District Board of Management (RDBM) election will be accepted from August 28, 2026, to September 25, 2026. The RDBM election will be held on November 9, 2026. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 1 of 8
10.a Verbal Report from the Owen Sound Police Service Re: Police Update Constable Giles, member of the Community Oriented Response Unit (CORE), reported
Staff propose repealing and replacing the River District Constitution to clarify definitions and simplify formatting, specifically updating business qualifications and election timelines. The nomination period will extend from late August to late September to ensure Voter Information Cards are mailed before the November 9, 2026 election, addressing logistical challenges posed by concurrent municipal elections. Executive officer terms will shorten from four to two years to allow broader participation, while the City's Deputy Clerk will administer the 2026 election using existing staff and reserve funds rather than hiring new personnel.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
10.b Report CS-26-017 from the River District Coordinator Re
Staff propose repealing and replacing the River District Constitution to clarify definitions and simplify formatting, specifically updating 'Business' qualifications to include non-corporate employees. To address operational challenges during the concurrent municipal election, the report recommends establishing a $6,000 reserve fund to retain an independent Election Manager rather than relying solely on City staff. The nomination period is extended from three to four weeks to ensure Voter Information Cards are mailed in time, and Executive Officer terms are reduced from four to two years to allow broader director participation.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
10.c Verbal Report from the Board Treasurer Re: Board Finances The Board Treasurer advised
The Board Treasurer is mandated to liaise with the City Treasurer and external auditors, co-sign financial documents, and provide regular financial updates. Strict financial governance prohibits spending beyond approved budgets, incurring long-term debt without Council approval, or borrowing funds including overdrafts and private loans. New accounts require Board approval, and the fiscal year runs from January 1st to December 31st. Audited statements must be submitted to the City, and a reserve fund may be established with City Treasurer consultation.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
11 MOTIONS FOR WHICH NOTICE WAS PREVIOUSLY GIVEN There are no motions for which notice was previously given.
No motions requiring prior notice were presented for this agenda item.
11 MOTIONS FOR WHICH NOTICE WAS PREVIOUSLY GIVEN There are no motions for which notice was previously given. MOTIONS FOR WHICH NOTICE WAS PREVIOUSLY GIVEN There are no motions for which notice was previously given.
12 CORRESPONDENCE PROVIDED FOR INFORMATION
Final approvals were issued for specific business licences.
12 CORRESPONDENCE PROVIDED FOR INFORMATION CORRESPONDENCE PROVIDED FOR INFORMATION 12.a Final approvals issued for the following Business Licences: •
12.a Final approvals issued for the following Business Licences
The River District Board will convene in January to elect its Chair, Vice-Chair, and Treasurer, marking the first move in a new governance framework under review for the 2026 election. The nine-member Board includes one City Council member and eight representatives drawn from local business owners, tenants, or employees, all serving unpaid but eligible for expense reimbursement. A key operational shift involves a proposed constitutional amendment to expand the nomination window for the upcoming November 9, 2026, vote from three to four weeks, ensuring voters receive information before casting ballots. To support these elections, a new annual budget contribution will build an independent reserve fund managed by a dedicated, City-hired Election Manager who will oversee all voting logistics, recounts, and results. The Board operates with a strict fiscal calendar from January to December, relying on City staff for administrative support while adhering to municipal by-laws. Special charges levied on business property owners within the district must be collected from tenants to fund the district's mission of improving and promoting Owen Sound's downtown. Future meetings will focus on defining project topics through external expertise or citizen input, with committees limited to four directors. The structure maintains independence for community-led oversight while ensuring alignment with City policies, the Municipal Act, and oversight from the Ontario Ombudsman and Integrity Commissioner.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
13 DISCUSSION OF ADDITIONAL BUSINESS
The section addresses additional business items without specific details provided in the excerpt.
13 DISCUSSION OF ADDITIONAL BUSINESS DISCUSSION OF ADDITIONAL BUSINESS
13.a Memorandum from the Deputy Clerk Re: 2026 River District Budget
The City of Owen Sound proposes refining the River District's governance structure to prepare for the 2026 election scheduled for November 9. Staff suggest updating the constitution to clarify roles, such as requiring board members to work for local businesses rather than holding any corporate position. The nomination period will run from late August through late September, with an optional extension in October to ensure timely information distribution. Board membership includes eight representatives selected by local commercial property owners and tenants, plus one appointed by City Council. Directors serve unpaid two-year terms and meet bimonthly in City Hall. An independent Election Manager will oversee the process using existing reserves for costs like printing. A dedicated webpage and phone line will be established for voters. Proposed committees would be limited to four directors, require citizen input, and could not direct staff or commit funds. Oversight falls to the Ontario Ombudsman and Integrity Commissioner, with records accessible via the City Clerk. Council is expected to consider these changes in May 2026, with implementation extending into early 2027.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
13.b Letter from the Chair, River District Board of Management Re: Partnership with the Beth Ezekiel Synagogue - Safer and Vital Communities Grant Application
The excerpt establishes the foundational governance structure for the River District Board of Management, defining its purpose to promote a vibrant downtown and oversee municipal improvements within the designated business area. It outlines the composition of the nine-member Board, detailing the appointment process for directors, their qualifications, and the strict procedural rules regarding meetings, vacancies, and conflict of interest management. Furthermore, the text provides a comprehensive framework for Board elections, specifying timelines for nominations, the role of the independent Election Manager, and the mechanisms for acclamation or ballot voting to ensure democratic representation among commercial property owners and tenants.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
13.c Letter from the Coordinator, Owen Sound Police Service Citizens on Patrol Re: Donations from the Board
Staff propose repealing and replacing the River District Constitution to clarify definitions and simplify formatting, specifically updating business qualifications and election timelines. To address operational challenges with concurrent municipal elections, the report recommends establishing a $6,000 reserve fund over four years to retain an independent Election Manager. The nomination period will be extended to ensure Voter Information Cards are mailed in time, and executive officer terms will be reduced from four to two years to allow broader participation.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
13.d Final approvals issued for the following Business Licences
The agenda item addresses the issuance of final approvals for business licences within the River District, a commercial area designated to promote local commerce and maintain municipal lands. The governing body, the Board of Management, is structured with nine directors who serve without remuneration but may claim reasonable expenses, operating under a vision to create a vibrant downtown community. Election procedures are strictly defined to ensure fair representation, with nominations occurring in late September and voting in November, allowing for acclamation if candidate numbers match vacancies.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
14 NOTICES OF MOTION
The agenda item covers Notices of Motion, a procedural segment with no substantive content provided in the excerpt.
14 NOTICES OF MOTION NOTICES OF MOTION
14.a Citizens on Patrol 2026 Funds Member Legate inquired whether the $1,154
The River District Board of Management is proposing constitutional amendments to refine governance for the 2026 election without adding new infrastructure costs. Key changes include creating a dedicated election reserve fund, growing from $1,500 annually to $6,000 over four years to hire an independent Election Manager rather than relying on the Deputy Clerk. To ensure timely voter materials, the nomination window expands from three to four weeks, shifting from mid-September to late September. Executive leadership roles for the Chair, Vice Chair, and Treasurer will be reduced from four years to two years to enable frequent rotation among directors. The board, composed of nine unpaid directors including one City appointee, meets bimonthly at City Hall, conducting mandatory land acknowledgments. Financial rules remain strict, prohibiting debt beyond the current year without Council approval and banning borrowing via credit cards or overdrafts. A full-time River District Coordinator manages operations while committees of up to four members handle specific tasks without direct staff control. The board's mission sustains a vibrant downtown through commercial promotion and extra municipal land maintenance, operating under the Municipal Act and subject to oversight by the Ontario Ombudsman and Integrity Commissioner. Future actions involve implementing these operational standards while adhering to legislative amendments.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
14.b River District Vacancy Member Dwyer noted
The River District in Owen Sound is proposing constitutional updates to streamline its 2026 board elections and governance. Staff suggest rewriting the constitution to clarify terms, such as using "business" instead of "corporation," so local shop workers can qualify as directors. To reduce election costs, a reserve fund would allow hiring an independent manager rather than overloading the Deputy Clerk during the November municipal election. The nomination period would shift to late August to ensure timely ballots, and terms for the chair and treasurer would shorten from four to two years to encourage rotation. The District's purpose remains improving municipally owned land and promoting a vibrant downtown, governed by a nine-person board of one council appointee and eight elected members. Operations will continue under existing city by-laws, with committees limited to four members who cannot direct staff or spend funds without full board approval. These changes require City Council review in May 2026 before implementation, maintaining a structure where higher laws like the Municipal Act remain supreme.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
14.c Poster Kiosk Update The River District Coordinator advised
The River District Constitution is amended to shorten Executive Officer terms from four to two years, enabling broader director participation in leadership roles. The 2026 election will utilise existing City staff, with the Deputy Clerk acting as Election Manager and no new technology required, ensuring cost-effective administration. Nominations open in August 2026 for an election in November, with all procedures designed to minimize financial impact while maintaining robust voter information protocols.
Page 21 of 70 River District Plan Alignment: This report supports the delivery of the River District Action Plan. Previous Report/Authority: Municipal Act, 2001 Staff Report CR-22-021 – Change of Name and Draft Constitution Staff Report CR-22-038 – River District Board Name Change and Draft Constitution By-law No. 2022-061 – Adoption of the River District Constitution Staff Report CR-24-117 – Process to Amend the River District Constitution Correspondence – Request for Endorsement of Proposed Amendment to the River District Constitution By-law No. 2024-132 – Amend the River District Constitution Staff Report CS-25-098 – Draft 2026 Budget for Board Review and Input River District Constitution Background: The River District Board of Management (RDBM) is a local board of the City of Owen Sound, per Section 204(2.1) of the Municipal Act, 2001. Section 11(2) of the Municipal Act, 2001 gives the City authority to pass by-laws respecting the governance structure of its local boards. On June 13, 2022, City Council approved By-law No. 2022-061 to rename the Owen Sound Downtown Improvement Area to the River District and to adopt a Constitution to govern the affairs of the River District members and Board of Management. On December 2, 2024, City Council approved By-law No. 2024-132 to amend the Constitution, reducing the number of appointed City Council members on the RDBM from two (2) to one (1), and adding one (1) additional public member. The Constitution also outlines the election process, providing clear direction to staff, candidates, and River District members. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 2 of 8 Page 22 of 70 Following the 2022 RDBM election, the River District Election Manager provided feedback on the election timelines set out in the Constitution, prompting some of the proposed amendments outlined in this report. Staff have also undertaken a comprehensive review of the Constitution and are proposing additional amendments at this time. Analysis and Options: Proposed Amendments The proposed amendments are outlined below, organized by section of the Constitution. A tracked changes version of the Constitution is included as Attachment 1, and a clean version incorporating the amendments is included as Attachment 2. Due to the volume of administrative amendments, staff recommend that the Constitution be repealed and replaced to improve clarity and simplify formatting and numbering for RDBM Directors and the public. Definitions A definition of “Business” has been added, defined as a commercial property located within the River District. The rationale for this amendment is outlined in the Qualifications section below. Definitions of “Election Manager” and “Assistant Election Officer” have been added to clarify these roles as referenced throughout the Constitution. The Board – Qualifications and Meetings Qualifications The qualifications have been updated from “an employee of a corporation” to “an employee of a business,” consistent with the defined term, to clarify that individuals are not required to be employees of a corporation in the legal sense, but rather employees of a business operating within the River District. Meetings There are instances where the second Wednesday of the month may fall on a statutory holiday (i.e., November 2026). As such, wording has been added to provide that, in these circumstances, the meeting will be held on the first Wednesday of that month. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 3 of 8 Page 23 of 70 orally. This requirement has been incorporated into the Constitution to formalize the practice and ensure consistency. Board Election Procedures – Election Manager and Nominations Election Manager The Constitution requires that an Election Manager conduct the election. Prior to developing the 2026 River District budget, staff identified the City’s Deputy Clerk as the Election Manager. Staff Report CS-25-092 – Draft 2026 Budget for Board Review and Input noted that, should an election be required, associated costs would be funded from the reserve. While the Deputy Clerk will administer the 2026 RDBM election, the concurrent municipal election presents operational challenges for City staff in managing two separate processes. To address this, staff recommend that future annual Board budgets include a $1,500 contribution to an election reserve fund. Over a four-year cycle, this approach would establish a $6,000 reserve in an election year, enabling the Board to retain an independent Election Manager in accordance with Section 4 of the Constitution. Establishing the reserve will help ensure that future Board elections are administered independently and effectively. Nominations The Constitution specifies that the election take place on the second Monday in November. In 2026, this date falls on November 9. Following the election, candidate names are submitted to Council for formal appointment, ensuring that Directors are in place for the January Board meeting. The Constitution also outlines that nominations open on the second Friday in September and close on the first Friday in October at 2:00 p.m. If there are insufficient certified candidates, the nomination period is extended to the fourth Friday in October. With this timeline, if an election is required, it is challenging to prepare and mail Voter Information Cards in time for eligible voters to receive them prior to Voting Day and any Advanced Voting Days. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 4 of 8 Page 24 of 70 As such, the following amendments are proposed: The nomination period will begin on the last Friday in August and close on the last Friday in September, providing four (4) weeks for nominations rather than three (3). The extended nomination period will close on the first Friday in October, providing one (1) week for additional nominations. These changes will allow at least four (4) weeks prior to Voting Day for the Election Manager to prepare and mail Voter Information Cards to eligible voters. Board Executive – Term Term The term of the Board’s Executive Officers – the Chair, Vice Chair, and Treasurer – has been amended from four (4) years to two (2) years. A provision has also been added to clarify that Executive Officers are eligible for re-election for subsequent terms. This change provides an opportunity for other Board Directors to serve in an Executive Officer role during their fouryear term. Elections for Executive Officers will be held at the first meeting of the new Board (the January meeting following the election), with a subsequent election held at the mid-term January meeting. City Staff Support – Administration Duties and River District Coordinator Duties Administration Duties This section has been updated to reflect the current role of the Administrator, fulfilled by the Deputy Clerk. The Administrator is responsible for maintaining the agendas and minutes of the Board, while the River District Coordinator maintains all other Board records. River District Coordinator Duties This section has been added to reflect that the River District Coordinator is a accordance with the job description approved by the Board. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 5 of 8 Page 25 of 70 2026 Election Election procedures, templates, and forms were originally developed in 2022 by the River District Election Manager in preparation for the 2022 River District Election. These documents will be reviewed and updated as necessary for the 2026 election. If the number of nominees is equal to the number of available Director positions, an election will not be required. However, election procedures must still be established, notice of the election provided, and nomination forms accepted. In this case, the impact on the Board’s budget will be reduced. Further information regarding the 2026 election will be provided to the RDBM at its meeting on July 8, 2026. A dedicated webpage, email address, and phone extension will be established for the election. Resource Alignment: Financial Resources There are no financial implications for the Board associated with approving the proposed amendments to the River District Constitution. The Deputy Clerk will perform the duties of Election Manager for the 2026 RDBM election, with associated wages paid by the City. If an election is required, related costs would be funded through the reserves. Potential expenses may include, but are not limited to, overtime required for the Deputy Clerk in carrying out Election Manager duties, wages for Assistant Election Officers required for the Advance Voting Day and Voting Day, and the printing of Voter Information Cards. Human Resources If an election is required, Assistant Election Officers may be appointed in writing by the Election Manager to assist with the administration of the election. Staff do not anticipate the need to hire additional personnel at this time, as the City intends to utilize existing staff with prior election experience. Assistant Election Officers would only be required to assist on Advance Voting Day and Voting Day, for a combined total of approximately 15 hours. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 6 of 8 Page 26 of 70 Time and Scheduling Nominations for the RDBM election will be accepted from August 28, 2026, to September 25, 2026, at 2:00 p.m. The RDBM election will be held on November 9, 2026. Additional hours, beyond regular working hours, may be required of the Deputy Clerk in her capacity as Election Manager. These hours will be tracked, and any associated wages will be paid from reserves. Technology and Infrastructure If an election is required, paper ballots will be used; therefore, no additional technology or infrastructure will be required. Climate and Environmental Impacts: There are no anticipated climate or environmental impacts. Communication and Engagement: This report is available on the City’s website through the RDBM meeting agenda. Should the RDBM approve the proposed amendments to the River District Constitution, a memorandum will be included on the May 25, 2026 City Council agenda seeking Council’s approval of the amended Constitution. Following Council approval, the amended Constitution will be posted on the River District website. The Deputy Clerk will provide a presentation to the RDBM at its meeting on July 8, 2026, outlining additional information on the 2026 election procedures and eligibility. A dedicated webpage, email address, and phone extension will be established for the election. Report Developed in Consultation With: City Clerk Manager of Legislative Services Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 7 of 8 Page 27 of 70 Director of Community Services Attachments: 1. River District Constitution – Tracked Changes Version 2. River District Constitution – Draft Amended Version Reviewed by: Briana Bloomfield, City Clerk Kate Allan, Director of Corporate Services Submission approved by: Tim Simmonds, City Manager For more information on this report, please contact Staci Landry, Deputy Clerk at slandry@owensound.ca or 519-376-4440 ext. 1235. Staff Report CR-26-047: Amendments to the River District Constitution and 2026 River District Board of Management Election Page 8 of 8 Page 28 of 70 Constitution Approved by Council Approved by Board December 2, 2024Date November 13, 2024Date Page 29 of 70 Table of Contents 1. Definitions .............................................................................................................. 1 2. The Organization ................................................................................................... 2 Designation........................................................................................................... 2 Purpose ................................................................................................................ 2 Vision .................................................................................................................... 2 Mission ................................................................................................................. 2 3. The Board .............................................................................................................. 2 Establishment ....................................................................................................... 2 Composition.......................................................................................................... 2 Qualifications ........................................................................................................ 3 Meetings ............................................................................................................... 3 Term of Office ....................................................................................................... 3 Resignation and Termination of Director............................................................... 3 Vacancies ........................................................................................................... 43 Remuneration ....................................................................................................... 4 Board Office.......................................................................................................... 4 4. Board Election Procedures .................................................................................... 4 Election Manager.................................................................................................. 4 Call of an Election ............................................................................................... 54 Nominations.......................................................................................................... 5 Election ................................................................................................................. 6 Count and Recount............................................................................................. 76 Results ............................................................................................................... 76 Page 30 of 70 Council Consideration .......................................................................................... 7 First Meeting ......................................................................................................... 7 5. Duties of the Board ................................................................................................ 7 6. Board Executive..................................................................................................... 8 Election ................................................................................................................. 8 Term ..................................................................................................................... 8 Vacancies ............................................................................................................. 8 Additional Positions .............................................................................................. 8 Chair Duties ........................................................................................................ 98 Vice-Chair Duties .................................................................................................. 9 Treasurer Duties ................................................................................................... 9 7. Board Financials and Budgets ........................................................................... 109 Budgets .............................................................................................................. 10 Audited Financial Statements.............................................................................. 10 Reserve Fund ..................................................................................................... 10 River District Levy ........................................................................................... 1110 8. Committees of the Board ..................................................................................... 11 Committee Criteria.............................................................................................. 11 9. Members .............................................................................................................. 12 Member Rights ................................................................................................... 12 Notice ................................................................................................................. 12 10. City Staff Support................................................................................................. 12 Operating Agreement ......................................................................................... 12 Direction to Staff ................................................................................................. 12 Page 31 of 70 Staff Liaison Duties ............................................................................................. 12 Administration Duties .......................................................................................... 13 11. Regulatory Matters .............................................................................................. 13 Closed Meeting Investigator ............................................................................... 13 Integrity Commissioner ................................................................................... 1413 Freedom of Information ...................................................................................... 14 12. Consistency with Legislation ................................................................................ 14 13. Schedule “A” - River District Boundary Map......................................................... 15 Page 32 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and 33 of 70 Page 1 b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. 34 of 70 Page 2 Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a corporation business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Term of Office 3.7.3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.8.3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.9.3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.10.3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. 35 of 70 Page 3 Vacancies 3.11.3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board, shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.12.3.14. When appointed the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.13.3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Remuneration 3.14.3.16. No Director of the Board shall receive remuneration in payment for 3.15.3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.16.3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.17.3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the 36 of 70 Page 4 Board. 4.3.4.4. The City Clerk shall oversee the Election Manager and shall act as a resource for the Election Managerposition. Call of an Election 4.4.4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.5.4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Nominations 4.6.4.7. Nomination day for the Board election is the first shall be the last Friday in October September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.7.4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time that established by the Election Manager. considers adequate. 4.8.4.9. Nominations may must be filed in person with the Election Manager: a. on any day on or after the second last Friday in September August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.9.4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.10.4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.11.4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall immediately declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.12.4.13. The Election Manager shall extend the nomination period to 2:00 p.m. 37 of 70 Page 5 on the fourth first Friday of in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall immediately declare the additional candidate or candidates acclaimed. 4.13.4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.132 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.14.4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.15.4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.16.4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.17.4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.18.4.19. Immediately Ffollowing the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.19.4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEO’s) and such other officials required to assist in the Board election. 4.20.4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.21.4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 38 of 70 Page 6 4.22.4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. 4.23.4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.24.4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.25.4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.26.4.27. A recount shall be held within one (1) week of voting day. Results 4.27.4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.28.4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.29.4.30. Directors approved by Council shall be appointed by by-law. 4.30.4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.31.4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.32.4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which meeting shall take place in January of the year following the election. 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: 39 of 70 Page 7 a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management By-law, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice -Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except the any Directors appointed directly by the municipality (Council members). Term 6.3. The Executive Officers shall hold their offices for the term of their appointment a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.3.6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.4.6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.5.6.6. The Board may appoint additional positions to the Executive only if 40 of 70 Page 8 amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.6.6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice -Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Vice -Chair Duties 6.7.6.8. The duties of the Vice -Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.8.6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice -Chair of the Board, for all cheques, documents, contracts or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 41 of 70 Page 9 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance Page10 42 of 70 Page and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council each year shall levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and Page11 43 of 70 Page c. choose a secretary from amongst the committee members if minutes are to be taken. 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members’ are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time.from time to time. Direction to Staff 10.2. contacts for the Board shall be the Staff Liaison and the Administrator. Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: Page12 44 of 70 Page a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District practices operations/activities are aligned consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development and possible opportunities for partnership on projects. Administratorion Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. maintaining records of the Board in accordance with the City’s records management by-laws and policies; c.b. providing notice to the City Clerk of any Board vacancies; d.c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City by-laws, policies and procedures to ensure River DistrictBoard operations/activitiespractices are aligned consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include onin the City meeting calendar. River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting Page13 45 of 70 Page investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director, for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Iintegrity Ccommissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page14 46 of 70 Page 13. Schedule “A” - River District Boundary Map The below map of the River District boundaryies was originally established by City By-law No. 1973-5. Page15 47 of 70 Page Constitution Approved by Council Approved by Board Date Date Page 48 of 70 Revision History Passed by Council By-law No. 2026-XXX DATE Description of Amendment Original Page 49 of 70 Table of Contents 1. Definitions ...................................................................................................................... 1 2. The Organization .......................................................................................................... 2 Designation................................................................................................................... 2 Purpose ......................................................................................................................... 2 Vision ............................................................................................................................. 2 Mission ........................................................................................................................... 2 3. The Board....................................................................................................................... 3 Establishment .............................................................................................................. 3 Composition.................................................................................................................. 3 Qualifications ................................................................................................................ 3 Meetings ........................................................................................................................ 3 Term of Office .............................................................................................................. 4 Resignation and Termination of Director ................................................................ 4 Vacancies ...................................................................................................................... 4 Remuneration............................................................................................................... 5 Board Office .................................................................................................................. 5 4. Board Election Procedures .......................................................................................... 5 Election Manager ......................................................................................................... 5 Call of an Election ........................................................................................................ 5 Nominations ................................................................................................................. 6 Election .......................................................................................................................... 7 Count and Recount ..................................................................................................... 8 Results ........................................................................................................................... 8 Council Consideration ................................................................................................. 8 Page 50 of 70 First Meeting................................................................................................................. 8 5. Duties of the Board ...................................................................................................... 9 6. Board Executive ............................................................................................................ 9 Election .......................................................................................................................... 9 Term ............................................................................................................................ 10 Vacancies .................................................................................................................... 10 Additional Positions ................................................................................................... 10 Chair Duties ................................................................................................................ 10 Vice Chair Duties ....................................................................................................... 11 Treasurer Duties ........................................................................................................ 11 7. Board Financials and Budgets .................................................................................. 11 Budgets ....................................................................................................................... 12 Audited Financial Statements .................................................................................. 12 Reserve Fund.............................................................................................................. 12 River District Levy ..................................................................................................... 12 8. Committees of the Board .......................................................................................... 13 Committee Criteria .................................................................................................... 13 9. Members....................................................................................................................... 14 Member Rights ........................................................................................................... 14 Notice........................................................................................................................... 14 10. City Staff Support ....................................................................................................... 14 Operating Agreement ............................................................................................... 14 Direction to Staff ....................................................................................................... 14 Staff Liaison Duties ................................................................................................... 15 Administrator Duties ................................................................................................. 15 Page 51 of 70 River District Coordinator Duties............................................................................ 16 11. Regulatory Matters ..................................................................................................... 16 Closed Meeting Investigator.................................................................................... 16 Integrity Commissioner............................................................................................ 16 Freedom of Information ........................................................................................... 16 12. Consistency with Legislation .................................................................................... 17 13. Schedule “A” - River District Boundary Map.......................................................... 18 Page 52 of 70 1. Definitions 1.1. For this Constitution, the following definitions shall apply: "Act" means the Municipal Act, 2001 S.O. 2001, c. 25, as amended; “Administrator” means the City staff person designated by the City Manager from time to time; “Assistant Election Officer” means any individual that is assigned a role and/or responsibilities by the Election Manager in respect to an election; "Board" means the Owen Sound River District Board of Management; “Business” means a commercial property located within the River District; "City" means The Corporation of the City of Owen Sound; "City Treasurer" means the Treasurer for the City; "Clerk" means the Clerk for the City; “Code of Conduct” means the Code of Conduct approved by City Council; "Council" means the Council of the City; "Director" means member of the Board; “Election Manager” means the individual who is responsible for conducting the election under the authority of the Act and this Constitution, and includes any delegate appointed by that individual in writing; "Member" means persons who are assessed on the last returned assessment roll, with respect to rateable property in the River District that is in a commercial property class prescribed by the City, and tenants of such property; "Person” means an individual, corporation, partnership, or other legal entity; Page 53 of Page 1 70 "River District" means the River District Business Improvement Area, which consists of rateable property in a prescribed business property class located in an area designated by Council and identified on Schedule ‘A’ to this Constitution. A reference to the River District is a reference to the geographical area and or to the local board as the context requires; "Staff Liaison” means the City staff person designated by the City through the City’s Board and Committee By-law; and “Tenant” means persons who: a. rent or lease rateable property in the River District that is in a commercial property class prescribed by the City; and b. are required to pay all or part of the property taxes on the rateable property as part of their tenancy. 2. The Organization Designation 2.1. The River District is designated by City Council as an improvement area in accordance with the Act. Purpose 2.2. The purpose of the River District under the Act is: a. to promote the commercial area of the River District as a business and shopping area; and b. to oversee the improvement, beautification, and maintenance of municipally owned land, buildings, and structures within the boundaries of the River District, beyond that provided at the expense of the municipality generally. Vision 2.3. The vision of the River District is a vibrant, safe, and fun downtown. Mission 2.4. The mission of the River District is to develop a vibrant and sustainable business, cultural, and residential community by supporting initiatives aimed at improving, beautifying, and promoting the River District on behalf of its Members. Page 54 of Page 2 70 3. The Board Establishment 3.1. The Board is established by City Council as a board of management in accordance with the Act. 3.2. The affairs of the River District are governed by the Board. Composition 3.3. The Board shall consist of nine (9) Directors as follows: a. one (1) member of Council to be appointed by City Council; and b. the remaining eight (8) Directors selected by a vote of the Members of the River District and appointed by City Council. Qualifications 3.4. A person is entitled to be a Director if they are at least 18 years of age and are: a. the owner or tenant of land in the City; or b. an employee of a business operating in the River District. Meetings 3.5. The Board shall hold a minimum of six (6) meetings per year on a bimonthly basis starting in January. 3.6. Meetings shall take place in Council Chambers at City Hall on the second Wednesday of the month beginning at 5:30 p.m. If the second Wednesday of the month falls on a statutory holiday, the meeting shall be held on the first Wednesday of that month. 3.7. Board meetings shall be conducted in accordance with the City’s Procedural By-law in effect at the time of the meeting. 3.8. A land acknowledgement shall be made by the Board Chair in the following circumstances: a. at the first meeting of each calendar year; b. at the first meeting of a new Director to the Board; and c. at any meeting at the discretion of the Chair. Page 55 of Page 3 70 Term of Office 3.9. Each Director shall hold office from the time of their appointment by City Council, until the expiration of the term of the Council that appointed them but continues until a successor is appointed. 3.10. Each Director is eligible for re-election to the Board for subsequent terms. Resignation and Termination of Director 3.11. A Director is deemed to have resigned when: a. the Director delivers a written notice of resignation to the Administrator; or b. the Director is absent from three consecutive Board meetings, without obtaining consent from the Board. 3.12. The Board, on a two-thirds (2/3) vote of the whole of the Board, has the right to terminate a Director for just cause, including conduct in breach of the Code of Conduct. Vacancies 3.13. Where a vacancy on the Board occurs, the Board may put forward a replacement for Council consideration as follows: a. the Board shall provide public notice of the vacancy. The public notice shall be posted, at a minimum, on the River District website for a period of twenty (20) days; b. applicants shall submit required application materials to the Administrator; and c. from the applications, the Board shall select a replacement by majority vote of the Board and advise Council in writing via the City Clerk. 3.14. When appointed, the replacement shall hold office for the remainder of the term for which their predecessor was appointed. 3.15. Where the Board is unable to put forward a replacement or the replacement is not approved by Council, Council may appoint any person to fill the vacancy for the remainder of the term. Page 56 of Page 4 70 Remuneration 3.16. No Director of the Board shall receive remuneration in payment for 3.17. Board Directors may be reimbursed for all reasonable expenses relating to their functions as Board Directors, provided any such expenses are receipts for any such expenses are submitted to the Administrator prior to reimbursement. 3.18. Board Directors may be hired to perform a service or provide goods for the River District, provided that the City’s Procurement By-law and related policies are followed, and the Board Director declares a conflict of interest and abstains from participating in debate(s) and vote(s) on the matter. Board Office 3.19. Any physical office of the Board shall be located within the geographic boundaries of the River District as outlined in Schedule “A”. 4. Board Election Procedures Election Manager 4.1. An Election Manager shall conduct the election. 4.2. The Election Manager shall be an independent person, determined by the City Clerk and the Director of Community Services, and hired by the City. 4.3. Compensation for the Election Manager shall be the responsibility of the Board. 4.4. The City Clerk shall act as a resource for the Election Manager. Call of an Election 4.5. An election will be conducted on the second (2nd) Monday in November of each year a municipal election is held. In a year that the second (2nd) Monday falls on November 11 (Remembrance Day), the election shall be conducted on the following day for that year. 4.6. Notice of the date and location of the election shall be given in a form, manner and at a time that the Election Manager considers adequate. Page 57 of Page 5 70 Nominations 4.7. Nomination day for the Board election shall be the last Friday in September in the year of the election. In a year that the last Friday in September falls on September 30 (The National Day for Truth and Reconciliation), nomination day shall be the immediately preceding Thursday for that year. 4.8. The Election Manager shall give notice of the offices for which persons may be nominated, the nomination period, and the nomination procedure in a form, manner and at a time established by the Election Manager. 4.9. Nominations must be filed in person with the Election Manager: a. on any day on or after the last Friday in August in the year of the election that is on or before nomination day at a time established by the Election Manager; and b. on nomination day, between 9 a.m. and 2 p.m. 4.10. Nomination forms shall be made available on the River District website and at any other location specified by the Election Manager. These locations will be advertised in the call for nomination advertisements. 4.11. A person may withdraw their nomination by filing a written withdrawal with the Election Manager on or before nomination day. 4.12. If at 4:00 p.m. on the Monday following nomination day, the number of Director candidates is the same as or less than the number of Directors to be elected, the Election Manager shall declare the candidate or candidates elected by acclamation. There is no election for any offices that have been acclaimed. In a year that the Monday following nomination day falls on September 30 (The National Day for Truth and Reconciliation), the Election Manager shall make the declaration the following day for that year. 4.13. The Election Manager shall extend the nomination period to 2:00 p.m. on the first Friday in October for additional nominations for any seats that remain to be filled. If the number of certified candidates still does not exceed the remaining number of vacancies, the Election Manager shall declare the additional candidate or candidates acclaimed. Page 58 of Page 6 70 4.14. The Election Manager shall examine each nomination that has been filed in accordance with the following timetable: a. all nominations filed on or before nomination day shall be examined before 4 p.m. on the Monday following nomination day (except as otherwise stated in Section 4.12); and b. any additional nominations filed under section 4.13 shall be examined before 4 p.m. on the Monday following the extension. In a year that the Monday following the extension falls on Thanksgiving Day, the additional nominations shall be examined before 4 p.m. on the following day for that year. 4.15. Where the Election Manager is satisfied that a person is qualified to be nominated and that the nomination complies with the Constitution, the Election Manager shall certify the nomination by signing the nomination paper. 4.16. Where the Election Manager is not satisfied that a person is qualified to be nominated, the Election Manager shall reject the nomination and, as soon as practicable, give notice of the rejection to the person seeking the nomination and to all candidates for the office. 4.17. In determining whether to certify or reject a nomination, the Election Manager may request further documentation from the person seeking the nomination respecting their qualifications. 4.18. The Election Manager’s decision to certify or reject a nomination is final. 4.19. Following the close of nominations, the Election Manager shall provide notice to the Members of all certified nominations for the election or acclamation. Election 4.20. The Election Manager may appoint, in writing, Assistant Election Officers (AEOs) and such other officials required to assist in the Board election. 4.21. The Board election shall be conducted on the second (2nd) Monday in November (except as otherwise stated in Section 4.5) by ballot and held at the time and location specified by the Election Manager. 4.22. The addition of advanced voting days shall be at the discretion of the Election Manager and, if held, shall be on the date and at the time and location specified by the Election Manager. 4.23. Each Member has one vote regardless of the number of properties that the Member may own or lease in the River District. Page 59 of Page 7 70 4.24. Every Member that is a legal entity other than an individual has one vote regardless of the number of shareholders or partners that the member has. The person representing a legal entity other than an individual must provide a written voting delegation, in the manner specified by the Election Manager, at the time the ballot for that Member is received. Count and Recount 4.25. A candidate may appoint a scrutineer to represent them during voting and the counting of votes, including a recount. 4.26. The Election Manager shall hold a recount of the votes for two or more candidates who receive the same number of votes and cannot both or all be declared elected to the Board. 4.27. A recount shall be held within one (1) week of voting day. Results 4.28. The Election Manager shall place the results of the election on the River District website and indicate that all appointments are subject to Council approval. Council Consideration 4.29. The Election Manager shall forward the results of the election to the City Clerk who shall place the results before Council for consideration. 4.30. Directors approved by Council shall be appointed by by-law. 4.31. Any positions left vacant shall be addressed in accordance with the Act. First Meeting 4.32. Following the enactment of the Board appointment by-law, the City Clerk shall provide notice of the appointed Directors to the Administrator. 4.33. The Administrator shall contact Directors to advise of the date of the first meeting of the Board, which shall take place in January of the year following the election. Page 60 of Page 8 70 5. Duties of the Board 5.1. The Board as a whole is responsible for: a. Subject to this Constitution and the Act, making decisions on policy affecting itself and the River District; and b. managing the affairs of itself and the River District. 5.2. Every Director of the Board shall: a. exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the River District; b. exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances; c. follow the City’s Code of Conduct; d. declare interests in accordance with the City’s Procedural By-law; e. observe the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information; and f. act in accordance with applicable City policies including but not limited to the City’s Purchasing By-law, Records Management Bylaw, Indemnification By-law, and Procedural By-law. 5.3. In exercising its duties pursuant to this Constitution, the Board shall not: a. offer to provide support to political candidates or political parties; or b. engage in or pay for political advertisements. 6. Board Executive Election 6.1. At the first meeting, the Board shall elect the Executive Officers of the Board following the City Clerk’s procedure for nominations in effect at the time. These positions shall be Chair, Vice Chair, and Treasurer. 6.2. The Executive Officers shall be elected from among the appointed Directors, save and except any Director appointed directly by the municipality (Council member). Page 61 of Page 9 70 Term 6.3. The Executive Officers shall hold their offices for a term of two (2) years commencing on the date of their election and continuing until their successors are duly elected. 6.4. Executive Officers shall be eligible for re-election for subsequent terms. Vacancies 6.5. Where a vacancy arises for any office on the Board during the term, the remainder of the Board shall elect a replacement Executive Officer at their next regular meeting following the City Clerk’s procedure for nominations in effect at the time. Additional Positions 6.6. The Board may appoint additional positions to the Executive only if amendment to this Constitution outlining the responsibilities of the position. Chair Duties 6.7. The duties of the Chair shall include all responsibilities outlined in the City’s Procedural By-law and: a. having general supervision of the affairs of the River District; b. acting as a co-signer, along with the Vice Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; c. sitting as a non-voting ex-officio member on all Board committees; d. being the public representative of and spokesperson for the Board; e. working with the Staff Liaison and Administrator to ensure legislative obligations of the Board are met; and f. performing any other duties that the Board may assign from time to time. Page of 70 Page6210 Vice Chair Duties 6.8. The duties of the Vice Chair shall include: a. performing all of the duties of the Chair in their absence or if the Chair is unable for any reason to perform those duties; b. acting as a co-signer, along with the Chair or Treasurer of the Board, for all cheques, documents, contracts, or agreements, as required; and c. performing any other duties that the Board may assign from time to time. Treasurer Duties 6.9. The duties of the Treasurer shall include: a. providing advice and liaising with the City Treasurer or designate respecting the financial records of the River District including the budget and liaising with the external auditor to complete the year end audit report; b. acting as a co-signer, along with the Chair or Vice Chair of the Board, for all cheques, documents, contracts, or agreements, as required; c. providing a financial update at each regular Board meeting; d. providing the City with all requested financial records for purposes of record keeping; and e. performing any other duties that the Board may assign from time to time. 7. Board Financials and Budgets Financials 7.1. The Board shall follow all City procurement policies when purchasing goods or services. Should a question arise, the City’s Treasurer shall be consulted. 7.2. The Board shall not: a. spend any money unless it is included in the overall budget approved by the municipality or in a reserve fund; b. incur any indebtedness extending beyond the current year without the prior approval of Council; or Page of 70 Page6311 c. borrow money including bank account overdrafts, credit cards, lines of credit, private loans from members of the public or businesses, or loans from Board Directors or any other person, business, group, or organization. 7.3. All new bank accounts, investment accounts (GICs, brokerage accounts, mutual funds, and any other type of investment account), and any other accounts involving money (PayPal, GoFundMe, or similar) must be approved by the Board prior to being opened. Budgets 7.4. The fiscal year of the Board shall be January 1st to December 31st. 7.5. The annual budget of the Board shall be presented to the Members for consideration at a public meeting prior to being approved by the Board. 7.6. Upon approval by the Board, the budget shall be submitted for Council consideration and approval during the City’s budget process. Audited Financial Statements 7.7. The Board shall use the auditor appointed by the City. All books, documents, transactions, minutes and accounts of the River District shall at all times be open to the auditor’s inspection. 7.8. The Board shall submit its audited financial statement for the preceding year for City Council’s approval by the date and in the form required by the City Treasurer. This includes all books, documents, transactions, minutes, and accounts of the River District. Reserve Fund 7.9. The Board may provide in its budget for the establishment and maintenance of a reserve fund for any purpose for which it has authority to spend money in accordance with subsection 417(1) of the Act. 7.10. The establishment of a reserve fund shall be done so with the assistance and consultation of the City Treasurer to ensure compliance with financial reporting requirements. River District Levy 7.11. The City shall annually set the amount required for the purpose of the River District, which amount shall be managed by the Board. This amount includes any interest payable by the City on money borrowed by it or for the purposes of the Board in accordance with section 208 of the Act. Page of 70 Page6412 7.12. The City shall establish a special charge by levy on rateable property within the River District in accordance with section 208 of the Act. 7.13. Council shall each year levy the special charge upon rateable property within the River District boundary that is in a prescribed business property class as defined in the Assessment Act, R.S.O. 1990. 7.14. Payment of the special charges or rates levied in accordance with section 208 of the Act shall be the responsibility of the assessed property owner(s). 7.15. It shall be the responsibility of the assessed property owner(s) to apportion and collect the share of the taxes or special charges from each tenant that may be required to reimburse the owner. 8. Committees of the Board Committee Criteria 8.1. The Board may establish committees to assist in carrying out the objectives of the River District or to provide recommendations to the Board. In order to establish a committee, at least three (3) of the following criteria must be met: a. the subject matter is of significant importance to the Board; b. the mandate will align with the River District Action Plan or other plans or guiding documents; c. the establishment of the committee would significantly help to streamline discussion and decision-making; d. the committee would handle tasks or work that staff do not perform; or e. the committee would require citizen voice(s) or external stakeholder expertise to develop the subject matter. 8.2. include the mandate and reporting structure of the committee. 8.3. Committees of the Board shall: a. include no more than four (4) Directors; b. be chaired by a Director; and c. choose a secretary from amongst the committee members if minutes are to be taken. Page of 70 Page6513 8.4. Committees of the Board shall not: a. commit Board funds to any project; b. direct City staff to undertake any activities; and c. act on behalf of the Board. 8.5. Committee members selected by the Board need not be Members but shall be individuals committed to the advancement of the purposes of the River District. 8.6. The Chair of a committee shall present progress reports and make recommendations to the Board on all projects undertaken by the committee. 8.7. Committee(s) of the Board are at the discretion of the Board and can be restructured at any time. 9. Members Member Rights 9.1. Every Member is entitled to: a. attend any Board meeting that is open to the public; b. provide comments on the River District budget annually; and c. vote for Directors for each new term. Notice 9.2. Where Members are required to receive notice under the Act, notice will be provided in accordance with the Act. 10. City Staff Support Operating Agreement 10.1. The administration of the Board shall be undertaken by City staff in accordance with the River District Operating Agreement in effect at the time. Direction to Staff staff contacts for the Board shall be the Staff Liaison and the Administrator. Page of 70 Page6614 Staff Liaison Duties 10.3. The Staff Liaison is a resource to the Board and their duties shall include: a. providing guidance and advice on matters before the Board; b. remaining impartial during discussions of Board matters; c. ensuring necessary reports are prepared for the Board’s consideration; d. acting as a resource to the Board on matters pertaining to City operations to ensure River District operations/activities are consistent with those of the City; e. acting as a liaison between the Board and City staff where opportunities for additional support and collaboration are identified; and f. providing updates to the Board regarding City special events, economic development, and possible opportunities for partnership on projects. Administrator Duties 10.4. The Administrator is a resource to the Board and their duties shall include: a. providing all required notices in accordance with the City’s Procedural By-law and the Act; b. providing notice to the City Clerk of any Board vacancies; c. publishing agendas and taking minutes of each Board meeting in accordance with the City’s Procedural By-law; d. maintaining agendas and minutes of the Board in accordance with the City’s records management by-laws and policies; e. Acting as a resource to the Board on matters pertaining to City bylaws, policies, and procedures to ensure Board operations/activities are consistent with those of the City; and f. providing the Board meeting schedule to the City Clerk to include in the City meeting calendar. Page of 70 Page6715 River District Coordinator Duties 10.5. The River District Coordinator is a permanent, full-time employee of the Board and their duties shall be in accordance with the job description approved by the Board. 11. Regulatory Matters Closed Meeting Investigator 11.1. In accordance with s. 239.1 of the Act, unless the Board has appointed an investigator referred to in s. 239.2(1), the Board’s closed meeting investigator shall be the Ontario Ombudsman. 11.2. All Directors and City staff shall participate in closed meeting investigations in accordance with the Act. Integrity Commissioner 11.3. Unless the Board has appointed an Integrity Commissioner, the Board’s Integrity Commissioner shall be the Integrity Commissioner appointed by the City. 11.4. Directors of the Board may contact the Integrity Commissioner at no cost to the Director for the following services: a. to receive advice under the Code of Conduct; b. to request advice regarding the Director’s obligations and responsibilities under the Municipal Conflict of Interest Act; or c. to submit a complaint under the Code of Conduct. 11.5. All Directors and City staff shall participate in Integrity Commissioner inquiries in accordance with the Act. Freedom of Information 11.6. Under subsection 2(3) of the Municipal Freedom of Information and Protection of Privacy Act (MFIPPA), as amended, records relating to the business of the Board can be accessible to the public upon request. 11.7. Any formal requests for Board records made under MFIPPA shall be processed through the City Clerk’s office. Page of 70 Page6816 12. Consistency with Legislation 12.1. Nothing contained in this Constitution shall require the commission of any act which is contrary to the Act. 12.2. Where reference is made in this Constitution to legislation (municipal, provincial, and federal), it shall be meant to include all amendments made to that legislation from time to time or the introduction of new legislation. 12.3. If there is any conflict between any provisions contained in this Constitution and any provision of the Act and other legislation, the latter shall prevail, and the provisions herein affected shall be modified to the extent necessary to remove such conflict, and as so modified this Constitution shall remain in full force and effect. Page of 70 Page6917 13. Schedule “A” - River District Boundary Map The map below of the River District boundary was originally established by City By-law No. 1973-5. Page of 70 Page7018
15 ADJOURNMENT
The assembly adjourned after a brief 45-second interval.
15 ADJOURNMENT ADJOURNMENT