Improvement District Meetings
Improvement district boards of trustees hold regular board, annual general or special general meetings, depending on the business to be conducted.
Regular Board Meetings
Every improvement district board of trustees governs through meetings where bylaws and resolutions are considered and adopted to create laws and policies.
Improvement district boards must, by bylaw, make rules for calling board and other meetings, and conducting improvement district business. The adoption of a meeting procedures bylaw is crucial for effective meetings and for trustees, administrators and the public to understand the rules for the meetings.
Improvement districts are not required to follow the specific meeting procedures set out for local governments in the Community Charter and the Local Government Act. However, improvement districts are encouraged adopt similar procedures so that meetings are conducted in an open and transparent manner. This ensures that landowners can hold trustees accountable for the decisions made on their behalf.
- Learn more about improvement district bylaws
- Contact a governance analyst for sample meeting procedures
Conducting Regular Meetings
Improvement district business may be legally conducted as long as:
- The meeting has been properly called
- There is a quorum of trustees
- There is a chair or acting chair
The chair presides at all meetings. If the chair is absent from a meeting, the trustees present must appoint one of the trustees to act as chair for that meeting. Details on this process are generally set out in the improvement district's procedure bylaw.
Calling Regular Board Meetings
Most board of trustees meetings are scheduled at regular intervals. A procedure bylaw ensures that public notice is given for any meetings, along with details of where that information is to be posted. The board chair may call a board meeting at any time, and must call a meeting if requested in writing by a majority of the trustees or the Inspector of Municipalities.
There must be a quorum of trustees (a majority) for a board meeting to be held. For example, if there are three trustees on the board, a quorum is two; if there are five trustees on the board, a quorum is three. If a quorum is lost during the board meeting, the meeting must end.
Each trustee on the board of trustees is entitled to one vote, including the board chair. A majority of trustees must vote in favour of a bylaw or resolution in order for it to pass. In the event of a tie vote, the matter in question is defeated.
The board of trustee’s is a collective decision-making body – once the board has voted on a matter, all trustees are responsible to govern in accordance with that decision, regardless of how they voted.
A board of trustees may establish committees to undertake work on the board's behalf. People who are not trustees, such as industry experts or consultants, may be appointed to a committee in order to give input on a specific matter.
Open & Closed Meetings
Board of trustee and committee meetings must generally be open to the public to promote transparency and public participation. Persons other than landowners and officers may be excluded from a meeting if, in the opinion of the board, the public interest requires it. These meetings are known as in camera or closed meetings and are only used when discussing legal matters, property acquisition or personnel matters.
Regular Meeting Minutes
Board of trustees meetings must be recorded, with copies of the meeting minutes made available to the trustees and landowners upon request, or in response to requests under the Freedom of Information and Protection of Privacy Act. Minutes of closed meetings are only available to trustees and improvement district officers.
The improvement district's procedure bylaw determines the extent of the information that is recorded in the meeting minutes. For example, some improvement districts only record motions, while others also record the discussion. The chair signs the meeting minutes as correct at the next board meeting. The minutes then form a part of the historical record of the improvement district and must be kept safe by the corporate officer.
The board of trustees may wish to allocate time for landowners to address the trustees directly at a board meeting. In order to limit the length of board meetings, some improvement districts restrict the speakers to those who have previously written to the improvement district with an outline of the topic they wish to discuss.
Some improvement districts allow landowners attending a board meeting to make "motions" proposing various actions or items for discussion. However, it is only the trustees, as governing body, that are authorized to make formal motions; therefore, these proposals by landowners are not binding on the improvement district. A landowner's proposal may be discussed by the board if one of the trustees agrees to put it forward as a motion of their own. The only exception to this rule is at the annual general meeting where the landowners decide how much remuneration (if any) is paid to the trustees for the upcoming year.
Annual General Meetings
Under the Local Government Act, each improvement district must hold an annual general meeting at least once every 12 months. The two main purposes of the annual general meeting are to:
- Present the audited financial statements for the preceding year
- Elect a trustee(s) to succeed any trustee whose term of office expired at the annual general meeting, or whose office became vacant within the preceding 60 days
Learn more about improvement district elections
The annual general meeting is an opportunity for the board of trustees to report about the improvement district's administration and operations over the past year and to present their plans and priorities for the coming year. It is also a chance to discuss issues with the landowners so that the board may gauge landowner support for new policies, proposed rate increases or the options available for financing any upcoming capital projects. Landowners may also be asked to decide the remuneration paid to the trustees, if any.
Annual general meetings are open to everyone residing within the improvement district's boundary, not just the landowners. However, only the landowners can vote at the annual general meeting.
Scheduling the Annual General Meeting
Each improvement district's letters patent sets the time period within which the annual general meeting must be held, generally between January 1 and May 1. If the board of trustees holds the annual general meeting outside of this period, anything that transpired at the meeting, such as the election of trustees, could be subject to a legal challenge. Subsequent decisions made by improperly elected trustees could also be challenged.
Notice of Annual General Meeting
Notice of the annual general meeting must be given at least 14 days in advance. The notice can be given by advertising in a local newspaper, sending the notice by registered mail to all landowners or posting the notice in a prominent place in the community. Notice must include the date, time and place of the meeting in accordance with the improvement district's procedure bylaw.
Each improvement district's letters patent specify the method for giving notice. Notice of the annual general meeting must be given to both resident and non-resident landowners and may require more than one method of notification.
Annual General Meeting Minutes
Meetings must be recorded and copies of annual general meeting minutes made available to the improvement district board of trustees and landowners upon request. The minutes of the annual general meeting are sent to the Inspector of Municipalities as soon as they are transcribed and signed by the board chair and/or corporate officer.
Special General Meetings
A special general meeting can be called by the board of trustees at any time, and is generally held to elect a trustee to a position that has become vacant before the end of a three-year term. Other common reasons for holding a special general meeting are to discuss matters such as imposing a large rate increase or holding a vote on a proposed borrowing bylaw. Only the landowners can vote at special general meetings.
Notification, procedures and minutes for special meetings are identical to those for annual general meetings, and are covered by the improvement district's procedure bylaw.