Catherine Wilkinson Dan King 312-59 Edgewood Ave 505- 341 Bloor StW Toronto, ON Toronto, ON MaL 369 MSS 1W8 March 9, 2014 Dear Toronto City Councillors, Re: Special Meeting of Toronto City Council - March 9, 2011 We are writing as to you in our capacity as the two duly elected tenant Directors of the Board of the Toronto Community Housing Corporation ("TCHC’) to express concems about the process and conduct of the above-noted meeting of City Council For the reasons outlined below, we are of the view that City Council lacks the necessary legal authority to change the composition of the TCHC Board to the extent that it may purport to do so by removing us. Our view in this regard is informed by our own reading of the TCHC Shareholder Direction (the “Direction") and the relevant By-Law, TCHC By-Law No. 2, (the “By- Law’), and is supported by advice received from legal counsel. Our submission is that City Council does not have the unilateral authority to change the composition of the TCHC Board of Directors. Tne composition of the Board is clearly established by the By-Law and Direction and may only be altered in accordance with those governing instruments. The By-Law clearly states that only the TCHC Board, not the Council as Shareholder, is responsible for making amendments to the By-Law. Moreover, if the City seeks to amend the Direction, its discretion to do so is subject to the express notice requirement set out in the amending provision at article 12 of the Direction. Article 12 requires that the City provide the Board with no less than six (6) weeks prior written notice of any such proposed amendment. In other words, there is no way for the Council to avoid adherence to the six week written notice requirement. In this regard, even if the City were to propose an amendment to the amending process at article 12 (i.e. if the City were to propose voting to delete the notice requirement therein), it would be required to provide at least six weeks’ advance notice of any such change to the Board. ‘We believe that City Council does not have the legal authority to decide on the question before it to the extent that such a decision would be inconsistent with or purport to amend the existing By-Law or Direction to alter the existing composition of the TCHC Board. sac, -~ A. 2, ‘atherine Wilkinson Dan King Tenant Director, TCHC Tenant Director, TCHC