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18-38 Procedural By-law Procedural By-Law 18-38 COUNTY OF ELGIN By-Law No. 18-38 "TO REGULATE THE PROCEEDINGS IN THE MUNICIPAL COUNCIL OF THE CORPORATION OF THE COUNTY OF ELGIN AND COMMITTEES THEREOF, AND TO REPEAL BY-LAW NO. 11-06" WHEREAS pursuant to Section 238 of the Municipal Act, 2001, S.O. 2001, Chapter M. 45, as amended, every municipality shall pass a procedure by-law for governing the calling, place and proceedings of Meetings; and WHEREAS the Council of the Corporation of the County of Elgin did pass By-Laws No. 11-06, 02-37, 03-33 and 07-36 and amendments thereto, in order to make and establish rules and regulations for governing the proceedings of Council; and WHEREAS it is necessary to update the Procedural By-Law in keeping with the requirements of Bill 68 "Modernizing Ontario's Municipal Legislation Act and to repeal previous by-laws to comply with amendments to the Municipal Act, 2001, S.O. 2001. NOW THEREFORE the Municipal Council of the Corporation of the County of Elgin enacts as follows: 1. THAT this By-Law shall apply to Council's local boards and committees where applicable. 2. THAT this By-Law comes into force and take effect upon passing. 3. THAT By-Law 11-06 and any previous By-Law inconsistent with this By-Law be and are hereby repealed. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 27TH DAY OF NOVEMBER 2018. /&2 0:1414-1-- )::12IfeVnt;lou, David Marr, Chief Administrative Officer Warden 1 Procedural By-Law 18-38 APPENDIX `A' By-Law No. 18-38 RULES OF ORDER AND PROCEDURES GOVERNING THE MUNICIPAL COUNCIL OF THE CORPORATION OF THE COUNTY OF ELGIN AND COMMITTEES THEREOF TABLE OF CONTENTS 1. DEFINITIONS 5 2. PURPOSE 7 3. PRINCIPLES OF THE PROCEDURAL BY-LAW 7 4. APPLICATION 8 5. INTERPRETING THE PROCEDURAL BY-LAW 8 6. SUSPENSION OF RULES 8 7. MAJORITY VOTE 8 8. COUNCIL COMPOSITION 8 9. INAUGURAL MEETING AND ANNUAL ELECTION OF WARDEN 9 10. APPOINTMENT OF DEPUTY WARDEN 11 11. REGULAR MEETINGS OF COUNCIL 11 (A) LOCATION AND SCHEDULE OF MEETINGS OF COUNCIL AND OTHER COMMMITTEES 11 (B) NOTICE OF MEETINGS OF COUNCIL 11 (C) SPECIAL MEETINGS OF COUNCIL 12 (D) NOTICE OF SPECIAL MEETINGS OF COUNCIL 12 (E) EMERGENCY MEETINGS OF COUNCIL 12 (F) NOTICE OF EMERGENCY MEETINGS OF COUNCIL 13 (G) WORKSHOP AND ORIENTATION MEETINGS 13 (H) NOTICE OF WORKSHOP AND ORIENTATION MEETINGS 13 (I) CANCELLATION OR POSTPONEMENT OF MEETINGS 13 (J) INVALIDATION OF NOTICE OF MEETING 13 (K) QUORUM 14 (L) LATE ARRIVAL 14 (M) ELECTRONIC PARTICIPATION 14 12. PREPARATION OF THE AGENDAS OF COUNCIL 15 13. AGENDA 15 (A) REGULAR MEETING 15 (B) INAUGURAL MEETING 15 14. CHANGES IN ORDER OF AGENDA OF COMMITTEE OF THE WHOLE 16 15. MATTERS OF URGENCY/ADDENDUM TO AGENDA 17 16. OTHER BUSINESS 17 (A) STATEMENTS / INQUIRIES BY MEMBERS 17 (B) NOTICE OF MOTION 17 17. REPORTS FROM COUNTY STAFF 18 18. PETITIONS, DELEGATIONS AND CORRESPONDENCE 18 (A) PETITIONS 18 (B) DELEGATIONS 19 (C) CORRESPONDENCE 19 (D) MINUTES 20 19. COMMITTEE OF THE WHOLE 20 20. PECUNIARY INTEREST 21 2 Procedural By-Law 18-38 21. RULES OF DEBATE 21 22. RECONSIDERATION 22 23. READINGS OF BY-LAWS AND PROCEEDINGS 22 24. MOTIONS FROM OTHER MUNICIPALITIES AND ORGANIZATIONS REQUESTING ENDORSEMENT 23 25. PRESENTATIONS AND RECOGNITIONS 23 26. OPEN MEETINGS AND CLOSED SESSION MEETINGS 24 (A) OPEN MEETINGS AND IMPROPER CONDUCT 24 (B) CLOSED SESSION MEETINGS 24 (C) VOTING DURING MEETINGS CLOSED TO THE PUBLIC 25 (D) NOTICE OF MEETINGS CLOSED TO THE PUBLIC 26 (E) CONFIDENTIALITY OF CLOSED SESSION DISCUSSIONS AND PUBLIC DISCLOSURE 26 (F) APPLICATION OF OPEN AND CLOSED MEETING PROVISIONS TO ALL COMMITTEES 27 (G) CLOSED MEETING INVESTIGATION 27 27. DUTIES OF THE WARDEN AND CHAIR 27 28. WARDEN ENTERING DEBATE 29 29. COUNCIL MEMBER ROLES AND RESPONSIBILITIES 29 30. ABSENCE OF WARDEN AND/OR DEPUTY WARDEN 30 31. ALTERNATE COUNCIL MEMBER 30 (A) GENERAL PROCEDURES 30 (B) NOTIFICATION PROCESS 31 (C) MEETING ADMINISTRATION 31 (D) APPOINTMENT OF ALTERNATE MEMBER LESS THAN 1(ONE) MONTH 31 (E) APPOINTMENT OF ALTERNATE MEMBER EXCEEDING 1(ONE) MONTH 32 32. MEMBER VACANCY 33 (A) VACANCY OF SEAT OF MEMBER OF COUNCIL 33 (B) VACANCY OF SEAT OF WARDEN 33 (C) PREGNANCY AND PRENTAL LEAVE 34 33. ADMINISTRATIVE AUTHORITY OF CAO/CLERK 34 34. ORGANIZATION OF COMMITTEES 35 35. AD HOC, COMMITTEE OR STEERING COMMITTEES 35 36. COMMITTEE VACANCIES/APPOINTMENTS 36 37. OTHER COMMITTEES/BOARD/AGENCIES 36 38. GENERAL RULES FOR ALL COMMITTEES 37 39. DUTIES OF COMMITTEES 37 40. RESTRICTION ON POWER OF MEMBERS 37 41. REPEAL OR AMENDMENT OF THIS BY-LAW .38 42. CONVENTION ATTENDANCE 38 43. PUBLIC RECORD 38 44. GENERAL PROVISIONS 38 45. CONFLICT WITH THE MUNICIPAL ACT 38 46. SEVERABILITY 38 3 Procedural By-Law 18-38 1. Definitions (a) In this By-Law: "Act" means the Municipal Act, 2001 S.O. 2001, Chapter 25, as amended from time to time. "Ad Hoc Committee" means a committee, sub-committee or similar entity of which at least 50 per cent of the Members are also Members of Council, appointed by Council to review and report on a specific issue. Once the final report is delivered and a resolution of Council is adopted concerning the specific issue, the Ad Hoc Committee is automatically dissolved. "Alternate Member" means an authorized individual who, during the absence of the Member for whom that individual is an alternate, shall act in the place and stead of such member and perform such other duties as assigned. "Business Day" means the days of the week in which Council or Committee shall conduct its business transactions and hold its meetings, excluding Saturday and Sunday or statutory holidays. "CAO/Clerk" means the Chief Administrative Officer/Clerk of the County or his or her designate. Clerk means the person duly appointed, by By-Law pursuant to Section 228 of the Act, as the Clerk of the County. "Chair" means the position of the person appointed to preside, or presiding at, a meeting, whether that person is the regular Chair or not. "Closed Session" means a meeting of Council or Committee that is not open to the public, pursuant to Section 239 of the Act or any successor provision thereto. "Committee" means any advisory or other committee created by Council, of which at least one Member is also a Member of Council, which is established under any Act with respect to the affairs or purposes of one or more municipalities. "Committee of the Whole" means the committee of which all Members present sit on Council. The purpose of this committee is to enable Council to give detailed consideration to a matter under conditions of freedom approximating that of a Committee. When sitting as Committee of the Whole, the results of votes taken are not final decisions of Council, but have the status of recommendations which Council is given the opportunity to consider further and which it votes on finally under its regular rules. "Confidential matter" means those items of business discussed in Closed Session. "Council" means the elected Mayors and/or Deputy Mayors or alternate of the County's constituent municipalities when they sit in deliberative assembly. "County" means the Corporation of the County of Elgin. "Delegation" means to address Council or a Committee at the request of the person wishing to speak. "Deputy Warden" means the Member of Council appointed, by By-law or resolution, pursuant to Section 242 of the Act, to act in the place of the Warden when the Warden is absent or refuses to act or when the office of the Head of Council is vacant and while so acting such Member has all the powers and duties of the Head of Council. "Ex-Officio" means a Member who has the right, but not the obligation, to participate in the proceedings of the meeting, and is not counted in determining the number required for a quorum or whether a quorum is present at a meeting. Ex-Officio cannot attend a Committee meeting if by attending a minimum quorum of Council is created. "Inaugural Meeting" means the first meeting of Council after a regular election as set out in the Act. "Meeting" means an event wherein business is transacted for any regular or special purpose by Council or local board, or a Committee or sub-Committee of either of them, as the case may be, where, (a) a quorum of Members is present, and (b) Members discuss or otherwise deal with any matter in a way that materially advances the business or decision-making of Council, local Board or Committee. "Member" means a person duly elected to hold office with the County of Elgin's constituent municipalities, pursuant to the Municipal Elections Act, 1996 S.O. Chapter 32, as amended; or, a person appointed by Council to a Committee. 4 Procedural By-Law 18-38 "Minutes" means a written Record of meetings of Council, and the Minutes are to include the events of the meeting, a list of attendees, a statement of the issues considered by the Members, and related responses and decisions on issues. "Motion" means a proposal moved by a Member, and if moved in Council or Committee, seconded by another Member, to adopt, amend or otherwise deal with a matter before Council or Committee. "Municipal Office" means 450 Sunset Drive, St. Thomas, Ontario, N5R 5V1 or any location in the County subsequently designated as its municipal office. "Notice" means written Notice, except where legislation, By-Law or Corporate Policy provides for another form and manner of Notice. "Open Meeting" means a Meeting at which a quorum of Members is present and they discuss or otherwise deal with a matter in a way that materially advances the business or decision-making of the relevant council, local board or Committee. "Point of Order" means a statement made by a Member during a meeting, drawing to the attention of the Chair a breach of the rules of procedure. "Pecuniary Interest" means an interest that has a direct or indirect financial impact for a Member, be it positive or negative, as defined under the Municipal Conflict of Interest Act, RSO 1990, c. M.50, ss. 2, ss. 3. "Pregnancy and Parental Leave" for the purposes of this By-Law means the period of time the Member of Council will not attend meetings of Council or any Committee to which the Member has been appointed as a result of the Member's pregnancy, the birth of the Member's child or the adoption of a child by the Member. "Quasi-Judicial Board" means a local board or Committee that has been delegated Council's decision-making powers; for example, the Land Division Committee. "Question" means a Motion that has been appropriately placed before Council or Committee. Only once duly recognized by the Chair and "on the floor" can a Motion be debated and put to a question of the Members for proper resolution. "Quorum" means, in the case of Council, a majority of Members representing at least one-half of the lower-tier municipalities, pursuant to Section 237 of the Act. In the case of a Committee of Council, quorum is a majority of the whole number of Members of the Committee, including the Chair. "Recorded Vote" means a vote taken on a matter of business, whereupon the CAO/Clerk duly notes the name of each Member present and their vote in the Minutes, as provided for in Section 246 of the Act. Section 246(2) of the Act specifically notes that a failure to vote by a Member who is present at the Meeting at the time of the vote and who is qualified to vote shall be deemed to be a negative vote. "Rules of Procedure" means the rules and regulations provided in this By-Law and, where necessary, Robert's Rules of Order (Newly Revised). "Secretary" means the person responsible for recording the Minutes of Council or Committee meetings, the preparation of the agenda and the preparation of any resulting correspondence, as designated by the CAO/Clerk. "Standing Committee" means a Committee established by Council, comprised entirely of Members of Council, to carry out duties on an ongoing basis, as specified by Council. "Steering Committee" means any advisory body, roundtable or other body Council established to advise on specific areas of interest, with Members of the public and staff making up more than 50 per cent of the membership and Council Members or other elected officials making up the rest. "Warden" means the Warden of the Corporation of the County of Elgin, in accordance with the Act, and the term is interchangeable with "Chair", "Chief Executive Officer (CEO)", and "Head of Council" for the purposes of conducting Committee meetings. 2. Purpose (a) This By-Law (referred to as the Procedural By-Law) establishes the rules of order for Council and Committee Meetings. 5 Procedural By-Law 18-38 3. Principles of the Procedural By-Law (a) The principles of openness, transparency and accountability to the public guide the County's decision-making process. In the context of Council and other Committee proceedings, this is accomplished by: i. Ensuring the decision-making process is understood by the public and other stakeholders; ii. Providing access to information and opportunities for input by the public and other stakeholders consistent with the requirements of this By-Law and other statutory requirements; iii. Exercising and respecting individual and collective roles and responsibilities provided for in this Procedural By-Law and other statutory requirements; iv. The protection of basic rights by recognizing the right of the majority to decide, the minority to be heard and individuals have the opportunity to participate. (b) The principles of parliamentary law governing Council and Committee Meetings include: i. The majority of Members have the right to decide; ii. The minority of Members have the right to be heard; iii. All Members have the right to information to help make decisions, unless otherwise prevented by law; iv. All Members have a right to an efficient Meeting; v. All Members have the right to be treated with respect and courtesy; and vi. All Members have equal rights, privileges and obligations. 4. Application (a) The rules and regulations contained in this By-Law set out the rules of order for the dispatch of business in Council and Committee Meetings and shall be observed in all proceedings of Council and Committees appointed by Council. 5. Interpreting the Procedural By-Law (a) In the event of conflict between this By-Law and a valid and binding statute, the provisions of the statute prevail. (b) A specific statement or rule in this By-Law has greater authority than a general one. (c) If there is a conflict between two or more rules in this By-Law, or if there is no specific rule on a matter, the Chair will rule. In making a ruling, the Chair may consult the CAO/Clerk, rely on previous rulings or practices, or refer to Robert's Rules of Order(Newly Revised). 6. Suspension of Rules (a) The rules and regulations contained herein that are discretionary and not mandatory under statute may be temporarily suspended by a majority vote of Council or Committee Members present, with the exception of the following circumstances: i. Where required by-law; ii. Contractual agreements binding the County; iii. Amending this Procedural By-Law; and, iv. Quorum requirements. 7. Majority Vote (a) Unless this Procedural By-Law states otherwise, a matter passes when a Majority of Members present vote in the affirmative. 6 Procedural By-Law 18-38 8. Council Composition (a) Section 458 of the Act, provides that as of January 2, 2003, the composition of the Council of a municipality, the method of electing or appointing its Members, the number of votes given to each Member and the titles of its Members shall be the same as they were on December 31, 2002. On December 31, 2002, pursuant to By-Law 97-8 passed on March 18, 1997, the composition of the Corporation of the County of Elgin Council ("Elgin County Council" was: County Council will have nine (9) Members, being the Mayors from each of the seven (7) municipalities within the County of Elgin and the Deputy Mayors of the Municipality of Central Elgin and the Township of Malahide, thereby constituting the composition of such Council as follows: i. Municipality of West Elgin —One (1) Member (the Mayor) ii. Municipality of Dutton Dunwich — One (1) Member (the Mayor) iii. Township of Southwold — One (1) Member(the Mayor) iv. Municipality of Central Elgin —Two (2) Members (the Mayor and the Deputy Mayor) v. Township of Malahide—Two (2) Members (the Mayor and the Deputy Mayor) vi. Town of Aylmer—One (1) Member (the Mayor) vii. Municipality of Bayham —One (1) Member (the Mayor) (b) The Head of Council, the Warden, will be elected by County Council from amongst the Members of Council on an annual basis. (c) Each Member of Council will have one (1) vote. (d) As provided for in the Act, the Councils of the seven (7) municipalities have the authority to appoint alternates from the Members of Council to represent the municipality on County Council in the absence of Mayor and/or Deputy Mayor in accordance with Section 32 of this Procedural By-Law. 9. Inaugural Meeting and Annual Election of Warden (a) A person elected or appointed as a Member of Council shall not take a seat on Elgin County Council until the CAO/Clerk has received the certificate from the constituent municipality certifying the name of each person elected or appointed. (b) No business shall be conducted at the first meeting of Council until after the declarations of office have been made by all Members who present themselves for that purpose. (c) The first Meeting of a new council of a municipality after a regular election shall be held in the evening of the second Tuesday of the month of December, or at such hour and on such day thereafter as the majority of the Members of the Council are present in the Council Chamber but in any case not later than 31 days after its term commences, as provided for in the Act. (d) The annual election of the Warden shall be held in the evening of the second Tuesday of the month of December, or at such hour and on such day thereafter as the majority of the Members of Council are present in the Council Chamber. (e) Section 233 of the Act requires Council to appoint the Head of Council ("Warden") at its first Meeting. No other business shall be conducted until the Head of Council is confirmed. (f) For the appointment of the Warden, the following regulations and procedures shall be followed: i. The CAO/Clerk shall take the Chair at seven o'clock in the evening of the second Tuesday of the month of December in each year, or at such hour and on such day thereafter as the majority of the Members of Council are present in the Council Chamber. ii. The CAO/Clerk shall prepare ballots for voting. 7 Procedural By-Law 18-38 iii. The CAO/Clerk shall inform the Members that he or she is ready to proceed with the election of one of their Members to be Warden, unless only one Member indicates his or her intention to run for the Office, in which case the election procedure is dispensed with in favour of a resolution appointing the Warden. iv. The CAO/Clerk shall ask those Members of Council seeking the Office of Warden to stand. v. The CAO/Clerk shall announce that any person aspiring to the position of Warden shall be granted an opportunity, not exceeding five (5) minutes, to address Council. Candidates will address Council in alphabetical order. vi. Voting shall be by secret ballot and balloting will continue until a candidate obtains a majority of votes. The CAO/Clerk shall count the votes, in the presence of a representative/witness to be chosen by the CAO/Clerk. vii. In the event there are more than two (2) candidates, the candidate receiving the lowest number of votes shall retire. At no time shall the actual number of votes received by any candidate be announced, only the name or names of successful candidate during such round of voting. viii. If two (2) candidates with the least number of votes are tied, then a tie-breaker ballot between the two lowest (tied) votes shall take place. ix. By Motion, the CAO/Clerk shall be directed to destroy the ballots after the election has been completed. x. For the purposes of electing the Warden, each Member of County Council shall have one vote. xi. In the case of an equality of votes for Warden, the successful candidate shall be determined by the CAO/Clerk placing the names of the candidates on equal sized pieces of paper in a box and one name being drawn by a person chosen by the CAO/Clerk. xii. The Warden-Elect shall forthwith sign and declare and read aloud the Declaration of Office and, on completion thereof, he or she shall take the Chair. 10. Appointment of Deputy Warden (a) A position of"Deputy Warden" shall be held by the most immediate past Warden who is a member of Council. In the event that there are no Past Wardens on Council following a Municipal Election, Council shall vote and appoint a Deputy Warden at the Inaugural Meeting. (b) The Warden may request said Deputy Warden or any other member of Council to represent him or her at any Meeting or function where the Warden is unable to attend. (c) Councillors attending a function as "Deputy Warden" shall be paid mileage at the same rate established for the use of personal vehicles for County business and any other eligible "out of pocket" expense that may occur. 11. Regular Meetings of Council (a) Location and Schedule of Meetings of Council and other Committees i. After its Inaugural Meeting, Council shall meet in the Council Chambers of the Elgin County Administration Building, 450 Sunset Drive, St. Thomas, ON or other designated location, at a time designated by the Warden, on the second and fourth Tuesday of each month as provided for in the Act as amended and when Notice is given. ii. Council shall approve a schedule of regular Meetings of Council for each calendar year, which may be amended. The schedule of Meetings is made available to the public on the County's website and from the Municipal Office. iii. The Meeting schedule of all other Committees is determined by its Members, in accordance with each Committee's terms of reference and/or prescribed mandate. iv. As soon after the time appointed for a Meeting of Council as a Quorum is present, the Warden shall assume the Chair and call the Meeting to order. 8 Procedural By-Law 1838 v. Council shall always recess/adjourn no later than 12:00 noon and 6:00 P.M., if in a Meeting at these hours, unless otherwise determined by a resolution, but in all cases shall adjourn no later than 10:00 P.M. vi. The Members of Council shall not leave their places on adjournment, until the Warden or other Presiding Officer leaves the Chair. (b) Notice of Meetings of Council i. The agenda shall be considered as Notice of regular Meetings of Council and By-Law 07-29, being a By-Law to establish a policy respecting the manner in which Notice will be provided, as amended, shall be utilized in respect thereof. ii. Reports or actions before Council that require enactment of a By-Law, with Notice, shall be subject to terms of the By-Law 07-29, as amended. iii. The CAO/Clerk gives Notice of a Meeting of Council by: a) Providing Council with a regular agenda on each Thursday preceding a Meeting day of Council. b) Where required, providing Council with a Closed Session agenda in accordance with the publishing timeframes set out of regular, addenda and additional addenda set out in Sections 12, 14 and 15. (c) Special Meetings of Council i. If a matter arises which, in the opinion of the CAO/Clerk, in consultation with the Warden, is considered to be of an urgent or time sensitive nature, or which could affect the health or well-being of residents of the County, and/or if a state of emergency is declared by any Provincial Ministry, the Notice requirements of By-Law 07-29, as amended, may be waived and the CAO/Clerk shall make his or her best effort to provide as much Notice of such Special Meeting of Council as is reasonable under the circumstances. ii. A Special Meeting of Council may be called by the Warden at any time. A Special Meeting of Council is limited to business matters included in the Notice of Meeting. iii. When the CAO/Clerk receives a petition for a Special Meeting of Council signed by a majority of the Members of Council, a Special Meeting of Council is called for the purpose and at the time identified in the Petition. The Petition shall include: a) Original signatures of Members; b) A clear statement of the purpose of the Special Meeting; c) A proposed date and time for such Special Meeting. (d) Notice of Special Meetings of Council The CAO/Clerk gives Notice of Special Meetings of Council by: i. Providing Council with an agenda in person or by telephone, mail, or electronic means at least 24 hours prior to the Meeting; and, ii. Posting a Notice on the County's website and time permitting, Notice shall be sent to local media that indicates the date and time of the Meeting of Council; or iii. Where item (ii.) cannot be achieved, posting a Notice at the main entrance to the Municipal Office that indicates the date and time of the Special Meeting of Council and the purpose of the Special Meeting. (e) Emergency Meetings of Council i. Notwithstanding any other provision in this By-Law, the Warden may, at any time, call or provide Notice of an Emergency Meeting of Council. An Emergency Meeting of Council is limited to business matters included in the Notice of Meeting. ii. In the case of an emergency, Council may hold its Meetings at any convenient location within or outside the territorial limits of Elgin County. 9 Procedural By-Law 18-38 (f) Notice of Emergency Meetings of Council i. The CAO/Clerk gives Notice of Emergency Meetings of Council to Members by: (a) Providing Council with an agenda in person or by telephone, mail, or electronic mail at least 24 hours prior to the Meeting. (b) Posting a Notice at the main entrance to the Municipal Office that indicates the date and time of the Emergency Meeting of Council and the general nature of the matters to be discussed. (g) Workshop and Orientation Meetings i. The Warden and/or CAO/Clerk may convene a Workshop or Orientation Meeting for Members of Council to discuss issues in an informal venue. With the exception of Procedural Matters, no Motions are passed and no matter is discussed which advances the business of the Municipality during the course of such Workshop or Orientation Meeting. ii. A record describing, in general terms, the proceedings and the subject matter discussed is made at all Workshop or Orientation Meetings and placed on a future Council agenda to be received only for the purposes of information. (h) Notice of Workshop and Orientation Meetings The CAO/Clerk gives Notice of Workshop and Orientation Meetings of Council by: i. Providing, at least 24 hours in advance, Notice to Council in person or by telephone, mail or electronic means that indicates the date and time of the Workshop or Orientation Meeting and the general nature of the matters to be discussed; and, ii. Posting a Notice on the County's website and time permitting, Notice shall be sent to local media that indicates the date and time of the Workshop or Orientation Meeting and general nature of the matters to be discussed; or iii. Where item (i.) cannot be achieved, posting a Notice at the main entrance to the Municipal Office that indicates the date and time of the Workshop or Orientation Meeting and general nature of the matters to be discussed. (i) Cancellation or Postponement of Meetings i. A regular, special, or emergency Meeting of Council or a Workshop or Orientation Meeting of Council may be cancelled or postponed where Quorum cannot be achieved, by Council resolution, in the event of an emergency, or where the Meeting is no longer required, as deemed by the Warden and/or CAO/Clerk. ii. The CAO/Clerk gives Notice on the County's website and time permitting, through the local media, of a cancellation or postponement of a regular, special, or emergency Meeting of Council or a Workshop or Orientation Meeting. Where time is limited, a Notice is posted at the main entrance to the Municipal Office. iii. Meetings of any Committees of Council may be cancelled or postponed by the CAO/Clerk, Chair or other assigned person where Quorum cannot be achieved, by Committee resolution, or in the event of an emergency. (j) Invalidation of Notice of Meeting i. If a Meeting Notice is substantially given, but varies from the form and manner provided in this Procedural By-Law, the ability to hold the Meeting and actions taken at the Meeting are not invalidated. (k) Quorum i. Members of Council will attempt to advise the office of the CAO/Clerk at least two days in advance if unable to attend a Meeting of Council. If Quorum cannot be met, the Meeting may be cancelled by the CAO/Clerk. ii. Unless there shall be a Quorum present within thirty (30) minutes of the time appointed for the Meeting of Council, Council shall then stand absolutely adjourned 10 Procedural By-Law 18-38 until the date of the next regular Meeting and the CAO/Clerk shall record the names of the Members present at the expiration of such thirty (30) minutes. iii. Where there is an insufficient number of Members of Council present to achieve Quorum at a Meeting of Council due to a provision of the Municipal Conflict of Interest Act, RSO 1990, c. M.50, ss. 2, ss. 3., the remaining Members of Council constitute Quorum, provided that such number in no case be less than two (2). iv. Members of other Committees will attempt to advise, at least two days in advance, the office of the CAO/Clerk, Recording Secretary, Chair or other assigned person if unable to attend a Committee Meeting. If Quorum cannot be met, the Meeting may be cancelled and the Committee advised by the CAO/Clerk, Recording Secretary, Chair or other assigned person. v. Unless there shall be a Quorum present within thirty (30) minutes after the time appointed for the Meeting of a Committee, the Meeting shall be adjourned until the date of its next regular Meeting. Remaining Committee Members may have an informal discussion on matters, but Motions or other affairs of the Committee shall not be addressed. The CAO/Clerk, Recording Secretary or other assigned person will not be required to remain for the informal discussion. (I) Late Arrival i. If a Member arrives late at a Meeting, any prior discussion is not reviewed without the consent of the Members present. (m) Electronic Participation i. Electronic Participation at Meetings shall be reserved for emergencies or accessibility requirements. A Council Member who is unable to attend a Council Meeting in person may participate in Council Meeting by electronic or other communication facilities if: (a) The facilities enable the other Council Members to hear and be heard by the Council Member. (b) Except for any part of the Council Meeting that is closed to the public, the facilities enable the public to hear, or watch and hear, the Council Member. (c) A Council Member who intends to participate in a Regular Council Meeting by electronic or other communication facilities shall give the CAO/Clerk Notice of this intention at least 72 hours prior to the Council Meeting or as soon as the Member becomes aware of the emergency. The CAO/Clerk shall, as soon as reasonably possible thereafter, provide the Council Member with instructions on how to connect to and participate in the Council Meeting by electronic or other communication facilities. ii. If a Council Member participates in a regular Council Meeting by electronic or other communication facilities: (a) The Council Member shall advise Council when they join the Council Meeting and when they leave the Council Meeting; (b) The Council Member shall not be counted towards Quorum but can participate electronically; (c) The Council Member may participate electronically but their vote shall not be counted or recorded; (d) The Chair shall repeat the results of each vote, including the names of Council Members voting in favour and opposition, immediately following each vote. (e) The Council Member may participate in meetings that are open to the public. Participation in Closed Meetings is restricted to Members who are participating in person. 12. Preparation of the Agendas of Council (a) The CAO/Clerk and his or her staff are charged with providing guidance and recommendations to Council related to municipal business and to implement the decisions of Council. 11 Procedural By-Law 18-38 (b) The CAO/Clerk shall chair a regularly scheduled internal meeting of senior staff and invited attendees to review draft agenda items in order to support the business of Council. (c) The CAO/Clerk shall either personally or by his or her approved staff establish an administrative process to support the approval, preparation, Notice, publication and distribution/public access to agendas and agenda items. 13. Agenda In respect of a Regular, Special or Emergency Meeting of Council, the CAO/Clerk shall have prepared an agenda of the Orders of the Day, containing: (a) Regular Meeting 1st Meeting Called to Order 2nd Adoption of Minutes 3rd Disclosure of Pecuniary Interest and the General Nature Thereof 4th Presenting Petitions, Presentations and Delegations 5th Motion to Move into Committee of the Whole Council 6th Reports of Councillors, Outside Boards and Staff 7th Council Correspondence: i. Items for Consideration ii. Items for information (Consent Agenda) 8th Other Business: i. Statements/Inquiries by Members ii. Notice of Motion iii. Matters of Urgency 9th Closed Meeting Items 10th Recess 11th Motion to Rise and Report 12th Motion to Adopt Recommendations from the Committee of the Whole 13th Consideration of By-Laws 14th Adjournment 15th Public Notice (b) Inaugural Meetinq/Annual Warden's Election 1st Meeting Called to Order 2nd Receipt of Declaration of Acclamation to Office or Declaration of Election from Councillors (the first year only after a municipal election) 3rd Declaration of Office by Councillors (the first year only after a municipal election) 4th Election of Warden Candidates for Warden to Stand Prospective Candidates to Speak (alphabetical order) Proceed with Election (Ballot or Resolution) 5th Administering and Signing of Declaration of Office 6th Gowning 7th Presentation by Past Warden Chain of Office Lord Elgin Watch Gavel of Office 8th Warden's Address 9th Resolution to Destroy the Ballots (if required) 1 0th Adoption of Minutes 11th Warden to Recommend Committee and Outside Board Appointments 12th Consideration of By-Laws 13th Other Business: i. Statements/Inquiries by Members ii. Notice of Motion iii. Matters of Urgency 14th Recess 14. Changes in Order of Agenda of Committee of the Whole (a) The business of Council is dealt with in the order stated on the published agenda, unless the Warden consents to changing the order. 12 Procedural By-Law 18-38 15. Matters of Urgency/Addendum to Agenda (a) When, after the Agenda has been prepared and distributed as Notice of a Meeting of Council, a Member wishes to inform Council of an additional matter that, in his or her opinion, should be considered immediately and during the course of such Meeting, then, after notification of the CAO/Clerk, he or she shall present such matter to Council at such Meeting through the Chair and, with the consent of the majority of Members present, the matter shall only then be added to the Agenda and considered as an additional Matter of Urgency without any prior or further Notice being given or required. 16. Other Business (a) Statements/Inquiries by Members i. When a Councillor wishes to inform Council of a matter that does not require action and consideration by Council or otherwise wishes clarification of a matter, such information may be announced under "Statements/Inquiries by Members". It is understood that these announcements are made solely for Council's information and that under no circumstances shall Council take action within this category. (b) Notice of Motion i. Notices of Motion shall be received by the CAO/Clerk at any time Council is meeting and in his or her office in advance of the production and distribution of the agenda material and shall be printed in the agenda. ii. A Notice of Motion shall be dealt with by Council at the Meeting at which it appears printed in the agenda. A Notice of Motion that is not printed in the agenda shall be dealt with in the order of business of Motions at any subsequent Meeting of Council. iii. The business of such Motions shall, in all cases, be taken up in the way in which it appears upon the Orders Of The Day, unless otherwise determined by a vote of the majority of the Members present taken without debate thereon. iv. All Motions shall be moved and seconded before being debated or put to vote; and all Motions shall be read and then conveyed to the Warden, who may again read the same. v. After a Motion has been received by the Warden or other Chair, it shall be deemed to be in possession of Council or Committee, but may be withdrawn at any time by consent of a majority of the Members present. vi. A Motion to refer the main Motion to staff or an outside board shall preclude all amendment of the main question until decided. vii. A Motion to adjourn shall always be in order unless a vote is being taken. viii. A Motion to table is always in order and will supersede the main Motion. ix. All amendments shall be placed in the reverse order in which they are moved; and every amendment to the Motion shall be decided upon or withdrawn before the main question is put to vote. x. There shall not be more than two (2) amendments to the main question or any Motion. xi. Not more than one (1) amendment shall be allowed to any amendment. xii. After any question is finally put to vote by the Warden or other Chair, no Member shall speak to the question nor shall any other Motion be made until after the result is declared. xiii. Whenever the Warden or other Chair is of the opinion that a Motion offered to Council is contrary to law or the rules and privileges of Council, he or she shall apprise the Members thereof immediately. xiv. Members shall always take their places prior to any decision being called. xv. When the Warden or other Chair is called on to decide a point of order or practice, he shall state the rule or authority applicable to the case. 13 Procedural By-Law 18-38 17. Reports from County Staff (a) If deemed appropriate by the CAO/Clerk, any County Staff may report to the Warden and Members of Council at any session of Council. 18. Petitions, Delegations, Correspondence and Minutes (a) Petitions i. Every petition, protest, or other written application intended to be presented to Council must be legibly written or printed on paper, and signed by at least one person, complete with their mailing address and telephone number. The Warden, in consultation with the CAO/Clerk, shall determine whether the delegation(s) request is suitable and appropriate for consideration by County Council. In determining the suitability of each delegation for authority to address Council, the Warden shall ensure that the request is within the purview and jurisdiction of Council. ii. Every Member presenting any petition, protest, or other written application to Council, shall examine the same and shall be answerable that they contain only relevant or proper matter and that the same is respectful and temperate in its language; he or she shall also endorse thereon the name of the applicant and the substance of such application, sign his or her name thereto, which endorsement only shall be read by the CAO/Clerk, unless a Member shall require the reading of the paper, in which case the whole shall be read. iii. All petitions or other written communications received prior to any Meeting of Council and on any subject that falls within the jurisdiction of any outside board shall, upon presentation, be referred to the outside board by the CAO/Clerk for consideration. Any matters arising subsequently shall be referred by the Warden without Motion and no Member shall speak upon nor debate on the presentation of any such petitions or other communications to Council. (b) Delegations i. An individual may make a delegation at any Meeting of Council or Committee related to an item of business on the agenda. Any person or groups of persons wishing to address Council or Committee is required to make the necessary arrangements through the CAO/Clerk, at least eight (8) days prior to the date of the Council or Committee Meeting. Written briefs shall be provided so that sufficient time will permit distribution to the Members of Council, prior to the said Meeting. ii. The CAO/Clerk's determination as to when a deputation will be scheduled is final. iii. Once a delegation has addressed Council or Committee, no further request on the same issue will be entertained until written information is produced to Council or such Committee and it agrees that another delegation is warranted. iv. No person or delegation shall be permitted to address Council or Committee on a subject not on the Agenda, unless permission is granted on the consent of the Chair and on two-thirds majority of members in support of such presentation. v. A delegation shall be limited to a maximum of fifteen (15) minutes. Council or Committee may, by Motion, and with the support of the majority of its members lengthen the time for hearing of delegations. vi. A delegation consisting of more than five (5) persons shall be limited to two speakers and to a total time limitation of fifteen (15) minutes for the delegation presentation. Council or Committee may by Motion lengthen the time for hearing of delegations. vii. No more than four (4) delegations shall be scheduled to address Council at any Regular, Special or Emergency Meeting, unless otherwise permitted by the Warden. viii. The CAO/Clerk shall provide all individuals or groups seeking to address Council or Committee with a copy of the appropriate section of this Procedural By-Law dealing with delegations. ix. No person shall be allowed to address Council during any Meeting of Council without the permission of the Warden or other Chair. x. Members of Council may ask questions of a delegation but shall not enter into debate with any representative of any such delegation. With the permission of the Chair, the 14 Procedural By-Law 18-38 CAO/Clerk may ask questions of any delegations. All questions to delegations shall be addressed through the Chair. No other person may ask any questions of delegations, unless directed to do so by the Warden or other Chair. xi. Should an individual wish to be provided with further Notice related to a matter addressed by a delegation before Council or Committee, he or she is required to indicate this wish to the CAO/Clerk as part of his or her delegation request originally delivered. (c) Correspondence i. When correspondence has been requested to be included on a Council agenda or on the request of a Member of Council or Committee to the CAO/Clerk or any Chair of any Committee, such correspondence is placed on the agenda for a regular Meeting. Correspondence must be received no less than eight (8) days prior to a regular Council Meeting. Where required due to urgency or timing, correspondence may be considered directly by Council as an item of New Business, as an Addendum to the Agenda, or as a matter for Closed Session. ii. Staff may prepare recommendations related to any matter raised in Correspondence for consideration by Council or Committee. iii. Council will direct, to the CAO/Clerk, correspondence clearly intended to be considered as part of an agenda of Council. iv. The CAO/Clerk is required to verify whether it is the intent of an individual to include his or her correspondence on a public agenda. For reasons of privacy, irrelevant personal information will be severed from correspondence. General correspondence between Councillors or staff and constituents or stakeholders will not be included unless the CAO/Clerk is satisfied that it was clearly the individual's intent to include his or her correspondence on a public agenda. v. Correspondence must be legible and not contain any defamatory statements. Anonymous correspondence will not be acknowledged, circulated or placed on an agenda. vi. Receipt of correspondence by Council does not constitute endorsement of either the correspondence by the County or of any recommendations it may contain or actions it may advocate. vii. When not requested to be included in a Council agenda, correspondence may be circulated by the CAO/Clerk to Members of Council and applicable staff for their information. (d) Minutes i. The Minutes of Council or Committee Meeting shall consist of: (a) A record of the place, date and time of Meeting; (b) The name of the Chair, a record of all Members present, and the names of those Members who are absent; (c) The reading, if requested, correction and adoption of the Minutes of prior Meetings; (d) All other proceedings of the Meeting without note or comment. ii. The CAO/Clerk shall ensure that a copy of the Minutes of each Meeting is delivered to each Member of Council or Committee at least forty-eight (48) hours prior to the commencement of the Meeting of Council or Committee. iii. The CAO/Clerk shall keep a permanent copy of all Council or Committee Minutes for public inspection. 19. Committee of the Whole (a) When Council wishes to consider a subject(s) with all the freedom granted an ordinary committee, it may refer the matter to Committee of the Whole. Members may speak more than once to the same question and the limitations on length of speaking, if any, are relaxed. 15 Procedural By-Law 18-38 (b) The rules of Council shall be observed in the Committee of the Whole, so far as may be applicable. (c) The Chair, subject to an appeal to Council, shall decide any questions of order arising in Committee of the Whole, and if any sudden disorder should arise in the Committee, then the Warden or other Chair will resume the seat of Chair, without any question being put. 20. Pecuniary Interest (a) As required by the Municipal Conflict of Interest Act, RSO 1990, c. M.50, ss. 2, ss. 3, at the commencement of a Meeting, or prior to considering a Motion under New Business or at the first Meeting attended thereafter, a Member who was absent from any previous Meeting at which such matter was considered, such Member shall disclose any direct or indirect pecuniary interest and state the general nature of such interest and it shall be recorded by the CAO/Clerk in the Minutes. (b) A Member shall file with the CAO/Clerk a written statement of any interest declared by the Member in accordance with the Municipal Conflict of Interest Act, RSO 1990 Act and its general nature, and the CAO/Clerk will make the disclosure publicly available and will maintain a registry of written statements of disclosure. (c) In the case of items to be discussed in a Closed Session Meeting, the Member declaring a pecuniary or other conflict of interest shall leave the Meeting and shall take no action to participate in, or influence, the vote of the other Members when said item is to be resolved by Council. 21. Rules of Debate (a) As soon after the hour of Meeting as a Quorum is present, the Warden shall take the Chair and Members present there at shall be called to order. (b) The Chair shall maintain a list of Members who have requested to speak or ask questions. The Chair designates Members to speak or ask questions in the order in which they appear on the list. (c) When the Warden or other Chair is putting forth the question, no Member shall walk across or out of the room, shall not interrupt the speaker, except to a question of order, nor pass between the speaker and the Chair. (d) Any Member called to order shall at once cease speaking, unless permitted to explain, and the ruling of the Warden or other Chair shall be final, unless otherwise decided by Council on an appeal from such ruling. (e) No Member shall speak disrespectfully of any person or use un-parliamentary or offensive language in or against Council or Committee or against any Member, staff or other person in the Council Chamber. (f) No Member shall partake of food in the Council Chamber while the Council is Meeting. No Member shall speak outside the question in debate. (g) Any Member may require the question or Motion under discussion be read at any time during the debate but only so as not to interrupt a Member while speaking. (h) During any Council or Committee Meeting, except during any period sitting as Committee of the Whole, no Member, unless Council consents to it, shall speak more than once on the same question or during any period sitting as Committee of the Whole, until all other Members have had the opportunity to speak to the question. (i) After a Motion is passed or a report adopted, no Motion to alter or amend the same shall be considered during the same Meeting of Council or Committee, unless the Motion to alter or amend is moved and seconded by two Members of Council or Committee from among those Members in attendance and who voted with the majority that carried said Motion or report. (j) Questions under the proper Orders of the Day may be put to the Warden or other Chair or through him or her to any Member of Council, relating to any Motion or other matter connected with the business of Council or Committee or the affairs of the County, but no argument or opinion is to be offered, nor any facts stated, except as may be necessary to explain the same; and in answering any such questions, a Member is not to debate the matter to which the same refers. 16 Procedural By-Law 18-38 (k) Members of Council or Committee, except the Warden, shall be referred to as County Councillors. (I) At any time when a vote, taken by a show of hands, is unclear as to the outcome, the Warden or other Chair may request the Members to stand to indicate their YEA or NAY in respect of such vote. In the case of electronic participation, the attending Member will be asked directly to indicate his or her YEA or NAY. (m) Upon a tie vote on any question, by a show of hands, a recorded vote shall then be taken. (n) Upon a tie recorded vote the question shall be considered a defeated Motion. (o) If the Warden or other Chair, as the case may be, desires to leave the seat of the Chair before adjournment of the Meeting and fails to call some Member to the position of the Chair, Council or Committee may appoint a Member to preside over the Meeting until the business of the Meeting is finished. (p) No person other than Members or any Members of a Committee or employees of the County shall be allowed to speak from the gallery during the Meetings of Council or Committee without the permission of the Chair. 22. Reconsideration (a) After a Motion has been voted on by County Council, no Motion for reconsideration thereof shall be introduced and such Motion may only be passed by a two-third vote of the entire Council in support of such reconsideration. (b) Reconsideration of a Motion must take place at the same meeting or, in a multi-day session, the next day. 23. Readings of By-Laws and Proceedings (a) Every By-Law shall be printed in written or in electronic form and introduced by the CAO/Clerk and shall be considered for enactment by Council. (b) All By-Laws collectively shall be given first, second and third readings in a single Motion, unless a Member wishes to discuss the contents of a By-Law or a matter requires that the By-Law receive first and second reading only and third reading at a future Meeting, at which time the subject By-Law shall be removed from the Motion list and dealt with separately. The headnote only of the By-Law shall be read and a By-Law shall not be enacted until it has received three readings. (c) After By-Laws have passed, the CAO/Clerk shall be responsible for their corrections should amendment be required. (d) The Proceedings of every Regular, Special or Emergency Meeting shall be confirmed by a Confirmation By-Law so that every decision of Council and every resolution passed at that Meeting shall have the same force and effect as if each one of them had been the subject matter of a separate By-Law duly enacted. (e) All By-Laws adopted by Council shall be printed in the annual Proceedings of Council. (f) The CAO/Clerk shall maintain a permanent copy of all By-Laws for public inspection. 24. Motions from Other Municipalities and Organizations Requesting Endorsement (a) Motions from other municipalities in Elgin County are placed on the agenda for County Council. Where required due to urgency or timing, the Motions from other municipalities and organizations that request endorsement or action by Council may be considered directly by Council as an item of New Business. (b) Staff may prepare recommendations related to the matter for Council's consideration. (c) Council's receipt of Motions from other municipalities in Elgin County does not constitute endorsement by the County of any recommendations or actions they may contain. (d) Motions from municipalities outside of Elgin County and requests for endorsement or action from other organizations will be dealt with as a matter of correspondence. 17 Procedural By-Law 18-38 25. Presentations and Recognitions (a) Presentations include those of staff or parties invited by staff or those of other government agencies and presentations to Council on matters of interest to the County as well as awards, certificates, grants and other recognitions presented to/by the County or its staff or related parties. Such presentations are received or presented by the Chair. (b) Presentations may be up to ten (10) minutes. The consent of Council is required to extend the presentation beyond ten (10) minutes. 26. Open Meetings and Closed Session Meetings (a) Open Meetings and Improper Conduct i. Except as provided in this section, all Meetings of Council and Committee shall be open to the public pursuant to the Act, S. 239 (1). ii. The Chair may expel any person for improper conduct at a Meeting, pursuant to the Act, 2001, S. 241 (2). (b) Closed Session Meetings i. Persons may be excluded when Council or Committee is in Closed Meeting in accordance with Section 239 of the Act and amendments thereto. As provided for in the Act, Council or a Committee may resolve to move into a session closed to the public in order to discuss matters related to one or more of the following: (a) the security of the property of the County or local board; (b) personal matters about an identifiable individual, including County or local board employees; (c) a proposed or pending acquisition or disposition of land by the County or local board; (d) labour relations or employee negotiations; (e) litigation or potential litigation, including matters before administrative tribunals, affecting the County or local board; (f) advice that is subject to solicitor-client privilege, including communications necessary for that purpose; (g) a matter in respect of which a council, board, committee or other body may hold a closed meeting under another Act; (h) information explicitly supplied in confidence to the municipality or local board by Canada, a province or territory or a Crown agency or any of them; (i) a trade secret or scientific, technical, commercial, financial or labour relations information, supplied in confidence to the municipality or local board, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or the organization; (j) a trade secret or scientific, technical, commercial or financial information that belongs to the municipality or local board and has monetary value or potential monetary value; or (k) a position, plan, procedure, criteria or instruction to be applied to any negotiations carried on or to be carried on by or on behalf of the municipality or local board. ii. A meeting or part of a meeting shall be closed to the public if the subject matter being considered is: (a) a request under the Municipal Freedom of Information of Information and Protection of Privacy Act, if the council, board, commission or other body is the head of an institution for the purposes of that Act; or (b) an ongoing investigation respecting the municipality, a local board or a municipally-controlled corporation by the Ombudsman appointed under the 18 Procedural By-Law 18-38 Ombudsman Act, an Ombudsman appointed by Council or the investigator appointed by Council. iii. A meeting of Council or of a committee of either of them may be closed to the public if the following conditions are both satisfied: (a) the meeting is held for the purpose of educating or training the members; and (b) at the meeting, no member discusses or otherwise deals with any matter in a way that materially advances the business or decision-making of Council, local board or committee. iv. Before holding a Meeting or part of a Meeting closed to the public, Council or a Committee shall approve a Motion, stating the following: (a) The fact that the Meeting will be closed to the public as provided for in the Act; and, (b) The general nature of the matter to be considered at the Meeting closed to the public. v. Pursuant to Section 239 of the Act, when a Motion to proceed in a Closed Meeting is carried, the Warden or the Chair may, with the approval of Council, exclude such persons as deemed appropriate from the meeting room. vi. When in a Closed Meeting, no one shall leave and re-enter the Meeting room without the approval of the Warden or Chair. vii. All Closed Meeting Minutes for Council and Committee Meetings shall be circulated electronically prior to the commencement of the next Meeting. viii. Closed Meeting Minutes for Council and Committee Meetings are maintained by the CAO/Clerk and are only accessible by the CAO/Clerk. (c) Voting During Meetings Closed to the Public i. No vote will be taken at a Meeting described in Section 26 (b) of this Procedural By- Law, and which is closed to the public, unless: (a) The subject matter relates to an issue as described in Section 26 (b) of this By- Law; and (b) The vote is for a procedural matter or for giving directions or instructions to officers, employees or agents of the Municipality or persons related by or under contract with the Municipality. ii. On Motion in Committee of the Whole in a Closed Meeting, to rise and report the question shall be decided without debate involving any of the following: (a) Motion to rise without reporting (b) Motion to rise and report (c) Motion to provide staff direction iii. With respect to debate and/or vote in a Meeting closed to the public: (a) The number of times a Member may speak to any question shall not be limited during a Closed Session, provided that no Member shall speak more than once until every Member who desires to do so shall have spoken. (b) A Member present at a Closed Session shall, prior to consideration of any matter, declare any pecuniary interest, direct or indirect and the general nature thereof and said Member shall leave the Closed Session, or part thereof, during which the matter is under consideration. The declaration of Pecuniary Interest shall be recorded in the Minutes. 19 Procedural By-Law 18-38 (d) Notice of Meetings Closed to the Public i. Where a matter may be considered by Council or a Committee for discussion in Closed Session, whenever possible, written Notice provided for in this By-Law shall disclose: (a) The fact that the Meeting will be closed to the public as provided for in the Act; (b) The general nature of the matter to be considered at the closed Meeting. (e) Confidentiality of Closed Session Discussions and Public Disclosure i. A summary of any discussion held in Closed Session and any required vote if permitted, will occur following the Closed Session discussion of Council or Committee. ii. The summary of Closed Session discussion and vote will provide sufficient detail, without detrimentally affecting the confidentiality of the matter(s) discussed in Closed Session and the position of the Municipality. iii. No Member shall disclose or discuss, through written, electronic or verbal communication, to any individual or corporate third party, any information that has been or will be discussed at a Closed Session Meeting of Council or Committee until such time that such Council or Committee has determined or has been advised by staff that the matter, or any part of the matter, can be made public subject to review by the Chair or designate under the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56 or if directed to do so by a court. iv. A Motion to adjourn a Closed Meeting shall always be in order and be decided without debate, except when a Member is in possession of the floor. v. Upon rising from a Closed Meeting, the Chair shall announce the result of the vote as it is to be recorded in the Minutes. (f) Application of Open and Closed Meeting Provisions to all Committees i. The provisions of Section 239 of the Act and Sections 26 (a), (b), and (c) of this By- Law apply to any and all Committees, despite Section 238 of the Act. (g) Closed Meeting Investigation i. Council shall appoint a Closed Meeting Investigator to carry out Closed Meeting Investigations. ii. If, after completing an investigation, the investigator is of the opinion that the Meeting or part of the Meeting that was the subject-matter of the investigation appears to have been closed to the public contrary to the Act or to this By-Law, the investigator shall report his or her opinion and the reasons for it to Council and may make such recommendations as he or she thinks fit. iii. The County of Elgin shall ensure that reports contemplated in this section are made available to the public as required by the Act. iv. If the investigator is of the opinion that the Meeting was closed to the public contrary to Act, Council shall pass a resolution stating how it intends to address such opinion and the report in which it was delivered. v. A person may request that an investigation be undertaken to determine whether Council or other Committee complied with the requirements of the Act and this By- Law in respect of a Meeting or part of a Meeting closed to the public. A person may initiate such a request by completing and submitting a copy of the Municipal Investigation of Closed Meetings form. 27. Duties of the Warden and Chair (a) The Chair of a Meeting of Council, whether a Regular, Special, Workshop or Orientation Meeting is the Warden. In the absence of the Warden, the Deputy Warden is Chair as provided for in this By-Law. 20 Procedural By-Law 18-38 (b) The Chair and any Vice Chairs of any Committees are appointed from among their respective Members and shall serve as Chair of any Committee Meetings at all times in accordance with this By-Law. (c) It shall be the duty of the Warden or other duly appointed Chair: i. to act as Chief Executive Officer of the municipality; ii. to preside over Council Meetings so that its business can be carried out efficiently and effectively; iii. to provide leadership to Council; iv. to represent the County at official functions; v. to carry out the duties of the Chair under any other Act or any other Statute of the Province; vi. to provide information and recommendations to the Members of Council with respect to Council's role to ensure the accountability and transparency of the operations of the municipality including the activities of the senior management of the municipality; vii. to provide information or recommendations to Council to ensure that administrative policies, practices and procedures are in place to implement the decisions of Council; viii. to open the Meeting of Council by taking the Chair and calling the Members to order; ix. to announce the business before Council in the order which it is to be acted upon; x. to receive, in the proper manner, all Motions presented by the Members of Council and to submit these Motions as questions for proper debate; xi. to put to a vote all questions which are duly moved and seconded or which necessarily arise in the course of proceedings and to announce the results; xii. to decline to put to a vote Motions which infringe upon the Rules of Procedure as provided for in this By-Law; xiii. to restrain the Members, within the Rules of Procedures, when engaged in debate; xiv. to enforce on all occasions the observance of order and decorum among the Members and those before Council; xv. to call by name any Member persisting in breach of the Rules of Procedure, thereby ordering the Member to vacate the meeting place; xvi. to receive all messages and other communications and announce them; xvii. to authenticate by his or her signature, when necessary, all By-Laws and Minutes of Council; xviii. to inform the Members of Council, when necessary or when referred to for the purpose, on any point of order; xix. to represent and support Council, implicitly obeying its decision in all matters; xx. to ensure that the decisions of Council are in conformity with the laws and By-Laws governing the activities of Council. xxi. When appointed to be, may be an ex-officio Member of all committees of Council; xxii. To perform all duties as required of a Member of Council; xxiii. To adjourn the Meeting without question in the case of grave disorder arising during the Meeting or suspend the sitting of Council until a time to be named by the Warden; and xxiv. To adjourn the Meeting when the business of Council is concluded. (d) As Chief Executive Officer of the County, the Warden shall: i. uphold and promote the purposes of the municipality; 21 Procedural By-Law 18-38 ii. promote public involvement in the municipality's activities; iii. act as the representative of the municipality both within and outside the territorial limits of the municipality, and promote the municipality locally, nationally and internationally; and iv. participate in and foster activities that enhance the economic, social and environmental well-being for the municipality and its residents. 28. Warden Entering Debate (a) If the Warden desires to take part in the debate of Council, he or she may remain in the Chair to do so. Alternatively and when he or she deems appropriate, he or she may leave the Chair and, at that time, call on the Deputy Warden to fill their place until they resume the Chair. 29. Council Member Roles and Responsibilities (a) Council Members are responsible for, where applicable: i. Attending scheduled Meetings; ii. Carefully considering and making decisions about Meeting business, including seeking information and advice from staff prior to and during a Meeting; iii. Voting on Motions put to a vote; iv. Respecting the rules of order in this Procedural By-Law; v. Listening attentively, participating in a Meeting and not interrupting, unless to raise a Point of Order; vi. Remaining silent in their seats while Council or a Committee votes and until the Chair announces the results of the vote; vii. Refraining from using any offensive, disrespectful or un-parliamentary language about any Member, municipal employee, Meeting attendees and Council or a Committee as a whole; viii. Respecting and following the decisions of Council or a Committee; ix. Respecting the confidentiality of matters discussed in Closed Session Meetings and not disclosing the subject or substance of these discussions unless authorized to do so; x. Complying with the Chair's rulings and Council's decisions; and xi. Complying with the Council Code of Conduct. (b) The role of Council Members also includes, where applicable: i. to represent the public and to consider the well-being and interests of the County; ii. to develop and evaluate the policies and programs of the County; iii. to determine which services and the extent to which such services are provided to the residents of the County; iv. to ensure that administrative policies, practices and procedures and financial policies, practices and procedures are in place to implement the decisions of Council; v. to ensure the accountability and transparency of the operations of the County, including the activities of the senior management of the County; vi. to maintain the financial integrity of the County; and vii. to carry out the duties of a Member as provided for under any Act or By-Law. 22 Procedural By-Law 18-38 30. Absence of Warden and/or Deputy Warden (a) In case the Warden does not attend within fifteen (15) minutes after the time appointed for a Meeting of Council or Committee, the Deputy Warden shall call the Meeting to order and preside as Chair, subject to any restrictions regarding Conflict of Interest. (b) In case the Warden and Deputy Warden are unable to attend the Meeting, the Members will, by resolution duly moved and seconded, appoint a Chair. While so presiding, the Chair shall have all the powers of the Chair. (c) Should the Warden or Deputy Warden, as the case may be, arrive after the Meeting has been called to order, the Chair shall relinquish the position of the Chair to the Warden, or Deputy Warden as the case may be, immediately after the current item of business on the Council Orders of the Day is considered or otherwise disposed. 31. Alternate Council Member (a) General Procedures i. This following procedure relates to alternates to County Council who are appointed by local municipalities under section 268 of the Act when they are required to attend a Council Meeting. ii. The Council of a constituent municipality may appoint one of its Members as an Alternate Member of County Council to act in place of a person who is a Member of the Council of the constituent municipality and the County when the Member is unable to attend a Meeting of County Council for any reason. iii. County Council has no role in the appointment of Alternate Members but it can establish procedures for accommodating Alternate Members at County Council. iv. Constituent municipalities are able to appoint an Alternate Member of County Council in accordance with the following provisions: (a) There can only be one Alternate Member appointed per municipality; (b) The appointment is for the term of Council; and (c) Municipalities cannot appoint another Alternate Member to act in place of the appointed Alternate Member. v. Alternate Members shall make their declaration of office prior to taking their seat as an Alternate Member of Council. This is not required for subsequent Meetings they might attend. vi. The Alternate Member shall have all the powers and duties of a Member, including the power to make motions and vote and the duty to abide by this By-Law and Code of Conduct, as applicable. vii. Alternate Members must only be used when the Member is unable to attend an entire Meeting with the exception of an Inaugural Meeting or Meeting of any County Board or Agency. (b) Notification Process i. A local municipality shall notify the CAO/Clerk in the event that its council appoints an Alternate Member of County Council. ii. The CAO/Clerk shall keep a record of all appointed Alternate Members which shall be available to the public. iii. The local Clerk or incumbent Council Member shall notify the CAO/Clerk, in writing, as soon as reasonably possible when an Alternate Member shall be attending a Meeting of Council. iv. Each local municipality will be responsible for notifying its Alternate Member that they are to attend any County Council Meeting. v. In situations where no prior notice has been given, the Alternate Member shall at the time they attend a County Council Meeting, provide the CAO/Clerk with written confirmation that they are acting as an Alternate Member for that Council Meeting. 23 Procedural By-Law 18-38 vi. Alternate Members shall receive a regular agenda on each Thursday preceding a Meeting day of Council. If no notice was provided, they shall receive a hard copy or electronic agenda at the time they attend the Council Meeting. vii. Closed Meeting agendas, reports and minutes will be provided to the Alternate Member on paper and shall be returned at the end of the meeting. (c) Meeting Administration i. The Alternate Member's powers and duties as a Member extend only to the time they are present at the Council Meeting. ii. Council Minutes shall note the absence of the incumbent Member and the attendance of an Alternate Member. iii. Where both an Alternate Member and Member attend a Council Meeting, the Member shall assume their seat. The Alternate Member may attend as a spectator. (d) Appointment of Alternate Member for a Period of Less Than One (1) Month i. If a person who is a Member of the council of a constituent municipality and a Member of County Council is unable to act as a Member of those councils for a period of less than one (1) month, the Council of the constituent municipality may appoint one of its Members as an Alternate Member of County Council to act in place of the Member until the Member is able to resume acting as a Member of those councils. ii. An Alternate Member appointed at the discretion of a constituent municipality as contemplated by section 31 (d)(i) above shall not receive compensation from the County for any Meetings of Council they are required to attend in the absence of the Member but shall be paid mileage at the same rate established for the use of personal vehicles for County business and any other eligible "out of pocket" expense that may occur. iii. An Alternate Member shall not be eligible to be reimbursed for attendance at conventions, seminars or training. iv. An Alternate Member while acting in his or her capacity, shall be governed by all applicable policies of the County such as but not limited to this By-Law and Council Code of Conduct; v. An Alternate Member shall have access to applicable support resources such as but not limited to the County's Integrity Commissioner. (e) Appointment of Alternate Member for a Period Exceedinq One (1) Month i. If a person who is a Member of the council of a constituent municipality and a Member of County Council is unable to act as a Member of those councils for a successive period exceeding one (1) month, the council of the constituent municipality may appoint one of its Members as an Alternate Member of County Council to act in place of the Member until the Member is able to resume acting as a Member of those councils. ii. Upon notice of vacancy of a Member exceeding one (1) month, the Member's compensation and expense reimbursement eligibility will cease and will be provided to the Alternate Member so appointed in his or her place by the constituent municipality in the same manner. iii. An Alternate Member so appointed shall be eligible to be reimbursed for attendance at conventions, seminars or training. iv. An Alternate Member, while acting in this capacity, shall be governed by all applicable policies of the County such as but not limited to this By-Law and Council Code of Conduct. v. An Alternate Member so appointed shall have access to all equipment supplied to a regular Member including but not limited to information technology equipment, account access and applicable support resources such as but not limited to the County's Integrity Commissioner. 24 Procedural By-Law 18-38 32. Member Vacancy (a) Vacancy of Seat of Member of Council i. The Council of the constituent municipality may appoint one of its Members as an Alternate Member of County Council to act in place of Member Vacancy. The office of a Member of Council becomes vacant if the Member: (a) becomes disqualified from holding the office of a Member of Council; (b) fails to make the declaration of office before the deadline; (c) is absent from the meetings of council for three (3) successive months without being authorized to do so by a resolution of Council; (d) resigns from his or her office; (e) is appointed or elected to fill any vacancy in any other office on the same council; (f) has his or her office declared vacant in any judicial proceeding; (g) forfeits his or her office under the Act or any other Act; or (h) dies, whether before or after accepting office and making the prescribed declarations. ii. Seats declared vacant by a constituent municipality will be dealt with as outlined in the Act. iii. Upon notice of vacancy, the Member's compensation and expense reimbursement eligibility will cease and will be provided to the Alternate Member so appointed by the constituent municipality in the same manner. iv. An Alternate Member, so appointed shall be eligible to be reimbursed for attendance at conventions, seminars or training. v. An Alternate Member, while acting in this capacity, shall be governed by all applicable policies of the County such as but not limited to the Council Code of Conduct. vi. An Alternate Member so appointed shall have access to all equipment supplied to a regular Member including but not limited to information technology equipment, account access and applicable support resources such as but not limited to the County's Integrity Commissioner. (b) Vacancy of Seat of Warden i. If the position of Warden is vacant, Council shall fill the vacancy by appointment in the same manner as Warden was originally appointed, as provided for in this By-Law. (c) Pregnancy and Parental Leave i. The provisions of this sub-section applies to a Member of Council who is absent from Meetings of Council for at least three (3) consecutive months as a result of the Member's pregnancy, the birth of the Member's child, or the adoption of a child by the Member. ii. The office of a Member of Council shall not become vacant if a Member is absent for twenty (20) consecutive weeks or less when such absence is a result of the Member's pregnancy, the birth of the Member's child or the adoption of a child by the Member. iii. Prior to the Member missing meetings of Council for three (3) consecutive months, a Member of Council shall provide a request for pregnancy and/or parental leave in writing to the CAO/Clerk. iv. If a Member wishes to seek a leave in excess of twenty (20) consecutive weeks, the Member shall request an extended leave, in writing to the CAO/Clerk, as soon as the need for an extended leave is known. If an extended leave is requested, the CAO/Clerk shall prepare a report for Council's consideration of the extended leave. v. Member on pregnancy or paternity leave is exempt from attending meetings of Council and any other Committee to which the Member has been appointed. 25 Procedural By-Law 18-38 vi. Members shall still receive all Council Agenda packages. vii. Any Member on pregnancy or paternity leave shall participate in events, conferences, committee meetings, constituent meetings or respond to communications at the level they determine, utilizing an out of office email feature to identify they are on leave, the level of service offered and an alternate contact if required. viii. Members of Council on pregnancy or paternity leave shall continue to receive all remuneration afforded to regular Members of Council. ix. Members of Council on pregnancy or paternity leave shall continue to have access to all equipment supplied to a regular Member including but not limited to information technology equipment, account access and staff support. 33. Administrative Authority of CAO/Clerk (a) The Clerk is authorized to amend By-Laws, Minutes and other Council and Committee documentation for technical, typographical or other administrative errors or omissions for the purpose of ensuring an accurate and complete record of proceedings. (b) Significant changes to By-Laws, Minutes and other Council and Committee documentation including a change in meaning, shall be presented to Council or the involved Committee for approval and adoption. 34. Organization of Committees (a) The Warden shall recommend and Council shall appoint representatives from within their membership to various committees/boards/agencies at the first Meeting in December of each year. (b) A Meeting of any Committee may be called by the Chair thereof whenever a Meeting is considered necessary by at least a majority of the Members of such committee and it shall be his or her duty to call such Meeting in writing. (c) All Members of Council shall be appointed to at least one position on any Committee, Board or Agency. (d) All Members of Council are equally eligible to serve on any Committee, local board or agency. (e) Any Member attending at any Meeting of a Committee, local board or agency shall not be entitled to additional compensation but shall be entitled to reimbursement of travel expenses. 35. Ad Hoc, Committee or Steering Committees (a) Council may at any time, on Motion of a Member duly considered and agreed to by a majority vote strike a Committee, Ad Hoc Committee and/or Steering Committee, as the case may be, which shall consider and report on any matter or to perform any special service within the spheres of jurisdiction of Elgin County, pursuant to the Act. Unless specifically provided for in this By-Law, such Committee, Ad Hoc Committee and/or Steering Committee shall dissolve as soon as the services for which that Committee was appointed are performed. Council may appoint an Ad Hoc Committee and/or Steering Committee if an issue must be addressed and it does not fall within the scope of management staff. (b) For every Committee, Ad Hoc Committee and/or Steering Committee established by Council, Council shall adopt terms of reference and these terms of reference shall be reviewed with each term of Council and prior to any new Committee appointments. (c) The terms of reference adopted by Council must include the: i. Identification of Members as appointed including term of office for lay appointments if the term does not coincide with the term of council; ii. The mandate of such Committee, Ad Hoc Committee and/or Steering Committee; iii. Specific duties, including delegated duties (if any); and 26 Procedural By-Law 18-38 iv. Requirement for a term report to provide a status update on the activities and accomplishments of the Committee, Ad Hoc Committee and/or Steering Committee. (d) The powers and duties of established Committees, Ad Hoc Committees and/or Steering Committees shall be pursuant to this By-Law, giving direction but shall not include the decision-making authority of Council, pursuant to the Act, except in the case of a Quasi- Judicial Board, or as otherwise explicitly provided for in this By-Law. (e) Unless Council specifically sets out in this By-Law, or unless legislation provides otherwise, the term of office for Member appointments to Committees, Ad Hoc Committees and/or Steering Committees shall coincide with the term of Council. (f) Unless the terms of reference or legislation provides otherwise, the term of office for lay appointments to Committees, Ad Hoc Committees and/or Steering Committees shall coincide with the term of Council or until their successors are appointed. (g) A majority of the Members of a Committee is necessary to constitute a Quorum. (h) All decisions of Committees, Ad Hoc Committees and Steering Committees shall be in the form of recommendations to Council, except as otherwise explicitly provided by Council resolution and/or By-Law striking the Committee and shall be forwarded by the Secretary to the CAO/Clerk for inclusion in the Agenda of the next Meeting of Council. (i) An employee of the County shall be the Secretary of the Committee, Quasi-Judicial Board, Ad Hoc Committee or Steering Committee and shall act as a resource person in a non- voting capacity. 36. Committee Vacancies/Appointments (a) Committee, local board or agency vacancies, which occur during the year, shall be filled by Council and in respect thereof, persons serving on local boards or Committees shall be eligible for re-appointment, but shall not be eligible for re-appointment to the same position for a period of more than eight (8) consecutive years. After an absence of not less than one (1) year, such person shall be eligible for re-appointment. 37. Other Committees/Local Board/Agencies The following sets forth the permanent Boards and the numbers and identity of appointees. Committee Appointees Dispute Resolution 2 Members +Warden Elgin County Museum 1 Member Southwestern Public Health 2 Members Health Recruitment Partnership 1 Member Human Resources Committee (as needed) 2 Members Joint Elgin/Central Elgin Accessibility Advisory Committee 1 Member Building Committee(s) 3 Members +Warden (per project) Rural Initiatives Committee 3 Members St. Thomas-Elgin Public Art Centre 1 Member Waste Management/Liaison All Members of Council Water Advisory Committee 1 Member Land Division Committee — Council shall appoint a seven (7) Member Land Division Committee, one Member from each constituent municipality, who shall individually hold office during the term of the Council that appointed them. Persons serving on Land Division Committee shall be eligible for re-appointment, but shall not be eligible for re-appointment to the same position for more than eight (8) consecutive years. After an absence of not less than one (1) year, such person shall be eligible for reappointment. 38. General Rules for All Committees (a) Any Member of Council or Committee may be placed on a Committee notwithstanding the absence of such Member at the time of their being named on such Committee. (b) The Warden shall be a Member ex-officio of all Committees of Council as required and may vote on all questions before the Committee and the ex-officio Member shall not be counted in the formation of a Quorum. 27 Procedural By-Law 18-38 (c) Members of Council or Committee may attend the Meetings of any of its Committees, but shall not be allowed to vote, nor should they be allowed to take part in any discussion or debate, except with the permission of the majority of the Members of the Committee. (d) Council may appoint a Member thereof to act on any Committee or Meeting in lieu and during the absence of any Member thereof, who is absent from the municipality, or unable from illness to attend the Meetings of such Committee, and the Member so appointed shall be deemed a Member of the Committee and entitled to act thereon, only during such absence or illness. (e) Should any Member of a Committee fail, neglect or refuse to attend the properly summoned Meetings of their Committees, the Chair shall report such failure, neglect or refusal to Council, which may remove the said Member or Members from the Committee and appoint another Member in his or her place or places; or should any Committee neglect or refuse to give due attention to all business or matters before them, Council may by resolution discharge such Committee and appoint another in its stead. (f) A majority of all Members of the Committee shall constitute Quorum. 39. Duties of Committees (a) Without limiting the generality of the foregoing, the duties of any Committee of Council will more specifically include: i. the general duties of the Committees of Council shall be to report to Council from time to time, whenever desired by Council and as often as the interest of the County may require, on all matters concerned with the duties imposed on them respectfully, and to recommend such action by Council in relation thereto as may be deemed necessary. ii. to cause to be prepared and introduced into Council all By-Laws as may be necessary to give effect to such of their reports or recommendations as are adopted by Council. iii. to consider and report on any and all matters referred to them by Council and every such report shall be signed by the Chair submitting the same. iv. to comply strictly with the transaction of all business to the rules prescribed in this By- Law. 40. Restriction on Power of Members (a) No Member of Council shall have power to direct or interfere with the performance of any work of the County Corporation. 41. Repeal or Amendment of this By-Law (a) This By-Law is not to be amended or repealed except by a majority vote when all Members of Council are present. (b) No amendment or repeal of this By-Law is to be considered at any Meeting of Council unless Notice of the proposed amendment or repeal has been given at a previous regular Meeting of Council. 42. Convention Attendance (a) County Councillors shall be permitted to attend any convention or conference in accordance with the established convention policy, provided the said convention or conference is relevant to the business of the County, subject to a maximum allowance. 43. Public Record (a) All communications that the CAO/Clerk receives about a matter on the agenda of a public or open Meeting will form part of the public record. Personal information and opinions in communications are part of the public record unless the author of the communication requests the removal of his or her personal information when submitting it or when otherwise confirmed by the CAO/Clerk. 28 Procedural By-Law 18-38 44. General Provisions (a) The rules and regulations contained herein shall be observed in all proceedings of Council or Committee and shall be the rules and regulations for the order and dispatch of business in Council and in the Committees. (b) Notwithstanding that set forth in subsection (a) above, the rules and regulations contained herein may be suspended by vote of two-thirds of the whole Council and otherwise in any case for which provision is not made herein. (c) That all newly-elected Mayors and Deputy Mayors to become Members of Council to be invited to attend upon Council proceedings at a November Session immediately preceding the commencement of their terms of office. 45. Conflict with the Municipal Act (a) In cases where the Rules of Procedure contained in this By-Law conflict with the Act, the Act shall prevail. 46. Severability (a) Each provision of this By-Law is distinct and severable. If any provision of this By-Law, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by order of any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: i. the legality, validity or enforceability of the remaining provisions of this By-Law, in whole or in part; or ii. the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction. ENACTED THIS 27th DAY OF NOVEMBER, 2018. 29