What is the Fort William Business District Business Improvement Area (BIA)?
The Fort William Business District BIA is a non-profit organization which represents all of the businesses located within its boundaries in the beautiful City of Thunder Bay located at the head of Lake Superior in pristine Northwestern Ontario.
It is governed by a volunteer Board of Management and staffed by a part-time office personnel and full-time maintenance personnel. The B.I.A. is responsible not only for improving the image of an historical area and promoting businesses in the downtown Fort William area, but also for promoting events and lobbying for brown space redevelopment meant to attract new businesses and customers.
The BIA Boundaries are Miles Street in the north from McKellar St to May St. The East side of May Street to Donald St., the North Side of Donald to McKellar St. on the east side and all businesses within that area (excluding Victoriaville Centre tenants).
Our Associate membership boundaries are: Miles Street from Vickers to Simpson Street (Excluding the 100 Block of North Simpson street which is part of the Simpson Street BIA), Simpson Street from Victoria to Arthur Street, Ridgeway from May Street to Vickers Street and Vickers from Ridgeway to Miles and all commercial properties within the boundaries. Victoria Ave & Arthur St. East will extend to Franklin St., businesses on both sides of the street.
Property owners are assessed a levy that is paid with the taxes through the City and then to the BIA to support the mission. Associate members pay a minimal yearly fee directly to the BIA.
The BIA has a two-fold mandate
To promote and enhance the Business Improvement area located in DOWNTOWN FORT WILLIAM and to improve, beautify and maintain public lands and buildings within the BIA.
This statement is mandated by the Province of Ontario.
In support of the mission, your BIA has these initiatives in place:
Market our area as a destination to shop, eat, work, and visit. We have a new website & facebook page. We provide 1/4ly newsletters and email blast to our members. We have designed & printed a new map of all the public parking in our area. We have an annual General Meeting where we invite speakers to discuss member issues (Superior Points, Crime Prevention through Economic Design are just a few). Currently they are located at all of the entrance/exits of Victoriaville Centre and we are working with the Parking Authority to have external signage. Last year we developed a 5 year Strategic plan and met with City representatives to discuss changes to the Official Plan.
We are currently reviewing our promotions and will report back to the BIA the exciting new opportunities heading our way!
We have worked closely with the Thunder Bay Police to ensure we have a safe neighbourhood and contribute to the Eye on the Street Program.
We have a good working relationship with Thunder Bay Police and continue to advocate for safe streets in our area.
Providing customer friendly signage (especially during construction periods) street furniture, planters, hanging baskets, banners, twinkle lights in Parkette.
We provide all the holiday decorations in Paterson Park and on Victoriaville Centre, tree boughs on all of the tree grates, seasonal banners, as well as the angels that line our main BIA boundaries.
We work closely on behalf of the BIA members to ensure that concerns are heard. We have made deputations to Council to encourage them to look at Fort William as an option for the Multiplex. We meet with the Beat Officer and Inspectors to discuss our safety concerns and to learn about upcoming policing initiatives. W also have a BIA representative on the Crime Prevention Council.
Fort William BIA By Laws – Updated February 2017 (to be ratified at our next General Meeting – Date TBA)
Fort William Business District BIA
BY-LAW NO. 01-2017
A by-law relating generally to the conduct of the affairs of
FORT WILLIAM BUSINESS DISTRICT, BUSINESS IMPROVEMENT AREA
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of FORT WILLIAM BUSINESS DISTRICT, BUSINESS IMPROVEMENT AREA (hereinafter called the “BIA”) as follows:
1. BIA NAME
The name of the organization is the FORT WILLIAM BUSINESS DISTRICT BUSINESS IMPROVEMENT AREA.
The BIA is the voice of the business community. It is committed to improving and promoting the area of Fort William Business District BIA East between Donald and Miles Street, as well as McKellar, Archibald and May St, including all of the side streets inside this boundary through investment and advocacy to maintain its position as one of Thunder Bay’s shopping, business, entertainment and historical downtown destinations.
The purposes of the BIA are to:
(a) Improve, beautify, and maintain municipally owned lands, buildings and structures in the area, beyond such improvement, beautification and maintenance provided at the expense of the City of Thunder Bay at large;
(b) Promote the area as a business, shopping and entertainment area; and
(c) Do all things necessary and appropriate to achieve the foregoing in accordance with applicable legislation or authorities.
4. HEAD OFFICE
The head office shall be located in the City of Thunder Bay in the Province of Ontario, at such a place that the Board of Management may determine from time to time.
5. FISCAL YEAR
The fiscal year of the BIA shall terminate on December 31 in each year.
(A) Membership Eligibility
(i) The following shall be eligible for membership in the BIA:
(a) Property Owners: Members of an improvement area consist of persons who are assessed, on the last returned assessment roll, with respect to rateable property in the area that is in a prescribed business property class; and
(b) Tenants: Tenant of such rateable property, who, by the terms of their lease are responsible for the part of the taxes that the tenant is required to pay under the tenant’s lease.
(B) Rights and Benefits of Membership
Every Member in good standing is entitled:
(i) To attend any Annual or General Meeting of the BIA;
(ii) To one vote on each question arising at any Annual or General Meeting of the BIA; and
(iii) To hold any office of the B.I.A.
If a Member is a corporation or a partnership it shall designate in writing to the Board of Management a nominee to attend an Annual or General Meeting of the BIA on its behalf and where a Member operates one or more corporations or partnerships or two or more tenanted locations it shall appoint a different nominee for each such entity or location.
7. MEMBERSHIP MEETINGS
(A) Annual General Meetings
The Annual General Meeting (AGM) of the BIA shall be held at a location in Thunder Bay specified in the meeting notice no later than in the month of March in each year as determined by the Board of Management.
The AGM agenda shall include:
(i) Financial Statements and Reports;
(ii) Annual Budget;
(iii) Annual Report of the Board of Management;
(iv)Minutes of the last Annual General Meeting;
(v) Election of Board of Management (subject to approval by City Council of the City of Thunder Bay), if an election year; and
(vi8) Any other business that may properly be brought before the meeting
(B) General Meetings
The Board of Management may, from time to time, call a General Meeting of the Members of the BIA for any date and time to be held at a location in Thunder Bay, as specified in the Notice.
(C) Notice of Meetings
(i) Notice of the Annual General Meeting or of a General Meeting of Members shall be sent by fax, email or personal delivery at least ten (10) days (exclusive of the day of mailing and of the day for which notice is given) in advance to each Member and each member of the Board of Management as well as the Commissioner of Economic Development, Culture and Tourism Department, at the addresses as they appear on the books of BIA and if no address is given therein then to the last address of each known to the BIA Coordinator; provided always that a meeting of Members may be held for any purpose on any date and at any time and at any place within Ontario, without notice, if all Members are present in person at the meeting or if all the
absent Members shall have signified their assent in writing to such meeting being held. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Member.
(ii) The accidental omission to give notice of any meeting or the non-receipt of any notice by any persons referred to in subparagraph (i) shall not invalidate any resolution passed or any proceedings taken at any meeting.
(D) Determination of Questions
(i) Questions arising at any meeting of Members shall be decided by a majority vote unless otherwise stated in these By-laws or as required by law.
(ii) At all meetings, every question shall be decided by a show of hands unless a ballot on the question is required by the Chair or requested by a Member.
(iii) The Chair shall declare that a resolution has been carried or not carried. It will be entered into the minutes of the BIA It is not necessary to record the number or the proportion of votes.
(iv) The Chair shall not vote on any matter unless there is a tie in which case, the Chair shall have the casting vote.
(E) Meeting Procedures
Subject to the By-laws of the BIA, the procedure to be used at all General and Annual General Meetings shall be governed by the latest edition of Robert’s Rules of Order light version.
For the purposes hereof and Section 8, designated nominees of Members shall be considered Members.
8. BOARD OF MANAGEMENT
(A) Board Composition
The affairs of the BIA shall be governed by a Board of Management (sometimes called the “Board”) whose members are approved by City Council of the City of Thunder Bay, and shall be composed of:
(i) 2 current board members appointed by City of Thunder Bay Council.
(ii) 6 Members to be nominated by the Membership
(iii)50% of Members that are property owners and 50% members that are tenants/proprietors may be elected to the Board; and
(iv) 2 Councillors appointed directly by City of Thunder Bay Council.
(B) Term of Office
(i) The term of office for the Board of Management is from the time of his or her appointment by City Council until the expiration of the term of the City Council that appointed him or her, so long as the Member continues to be qualified as a Member.
(ii) In an election year, the new Board cannot officially assume its duties until approved by City Council, therefore the outgoing Board must continue to hold office until their successors are appointed.
The Board may, on behalf of the BIA, exercise all the powers that the BIA may legally exercise in fulfilment of its objects, unless the Board is restricted by law or by the Members from exercising those powers. These powers include, but are not limited to, the power:
(i) To enter into contracts or agreements;
(ii) To make banking and financial arrangements;
(iii) To execute documents;
(iv) To direct the manner in which any other person or persons may enter into contracts or agreements on behalf of the BIA;
(v) To purchase, lease or otherwise acquire, sell, exchange or otherwise dispose of real or personal property, securities or any rights or interests for such consideration and upon such terms and conditions as the Board may consider advisable; and
(vi) To purchase insurance to protect the property, rights and interests of the BIA and to indemnify the BIA, its Members, the Board, and Officers from any claims, damages, losses or costs arising from or related to the affairs of the B.I.A.
(D) Role and Function
The Board shall be responsible for:
(i) Making decisions on policy affecting the BIA,
(ii) Managing the affairs of the BIA,
(iii) Hiring of Staff of the BIA, and
(iv) Appointing such committees as may be required to accomplish the work of the BIA
(E) Borrowing Powers
The BIA shall not borrow money and, without the prior approval of City Council, may not incur indebtedness extending beyond the current year.
(F) Board Eligibility
Each Board member shall be a Member of the BIA or be nominated by the BIA and shall remain a Member throughout his or her term of office.
Where a vacancy on the Board occurs, the Board of Management may nominate a replacement, subject to City Council approval, which shall hold office for the remainder of the term for which his or her predecessor was appointed. If there is no quorum of the Board, the remaining Board members shall call a General Meeting of the BIA to fill any vacancy.
A quorum for a meeting of the Board of Management shall be a simple majority,
(I) Meetings of the Board
(i) Meetings of the Board may be called by the Chair, the Vice-Chair, the BIA Coordinator or any two members of the Board. The Board may hold its meetings at any place in the City of Thunder Bay in the Province of Ontario as it may from time to time determine.
(ii) No formal notice of any meeting of the Board shall be necessary if all the elected Board Members are present or if those absent have indicated their consent to the meeting being held in their absence.
(iii) The Board may appoint a day or days in any month or months for regular meetings at an hour to be named. If regular meetings are scheduled, no additional notice is required. A meeting of the Board may also take place without notice immediately after an Annual General Meeting at which the Board is elected, provided a quorum is present.
(iv) No error or omission with respect to notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting.
(v) The members of the Board shall vote on any resolution arising at any meeting of the Board. A majority of votes shall decide the resolution. In case of a tie vote, the Chair of the meeting shall have a casting vote in addition to his or her original vote.
(vi) A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favour or against any resolution.
(J) Confidentiality and Privacy of Information
(i) The BIA, through its Board of Management, shall abide by and act in accordance with the laws, policies, and practices governing all matters related to confidentiality, privacy, and access to information.
(ii) In this regard, every Board member shall:
(a) respect the confidentiality of all matters discussed at Board meetings and any other information and documentation to which one may have access to in the capacity as Board member of the BIA; and
(b) respect and act in accordance with the BIA policies governing the privacy and access to information to which one may acquire in the capacity of Board member of the BIA
(K) Standard of Care
Every Board member and Officer of the BIA shall:
(i) Exercise the powers and discharge the duties of the office honestly, in good faith, and in the best interests of the BIA; and
(ii) Exercise the degree of care, diligence, and skill that a reasonable and prudent person would exercise in comparable circumstances.
(L) Conflict of Interest
Every Board member who has any direct or indirect interest in any contract or arrangement, or proposed contract or arrangement with the BIA shall disclose his or her interest in the manner required by the Municipal Conflict of Interest Act, R.S.O. 1190 c M-50 or as the same may be amended and shall:
(i) Declare his or her interest at the first meeting of the Board after which he or she became interested or aware of any such interest;
(ii) Request that his or her declaration be recorded in the minutes of the meeting; and
(iii) Not vote on any resolution or participate in any discussion with respect to the resolution concerning the contract or proposed contract.
(i) A Board member may be removed from the Board for:
(a) Ceasing to be a Member in good standing;
(b) Absence from three (3) consecutive meetings of the Board, unless there are extenuating circumstances;
(c) Failure to perform any duty or tasks as set out in the By-laws and any governing policies;
(d) A breach of the provisions of the By-laws regarding conflict of interest;
(e) A breach of the provisions of the By-laws regarding confidentiality and privacy of information;
(f) Breach of the provisions of the By-laws regarding the Standard of Care referred to in subsection (K) above and/or behaviour deemed harmful to the welfare or best interests of the BIA.
(ii) To remove a Board member from office for any of the reasons set out in this section, a resolution shall be made and approved by a simple majority of the Board members present at a duly called meeting of the Board to which notice specifying the intent to pass such resolution has been given.
(A) Election and Term of Office
(i) The Board of Management shall elect from among themselves a Chair, Vice-Chair, Treasurer/Finance, Parking Authority Representative who shall serve until the next Annual General Meeting or until he or she is removed from office by resolution of the Board of Management.
(ii) Officers shall be elected annually by the Board of Management at the first February meeting and only after following the January year-end review.
(B) Duties of the Officers
(i) The Chair shall:
(a) Chair all meetings of the BIA and of the Board, when present in person and able;
(b) Have general supervision of the affairs of the BIA;
(c) Sign all By-laws and execute any documents with the Coordinator;
(d) Perform any other duties, which the Board may, from time to time, assign;
(e) Sit, ex officio, on all committees; and
(f) Ensure that all past records of the Board are transferred to the succeeding Treasurer/Finance when there is a change of Treasurer/Finance.
(ii) The Vice-Chair shall:
(a) Exercise any or all of the duties of the Chair in the absence of the Chair or if the Chair is unable for any reason to perform those duties; and
(b) Perform any other duties, which the Board may, from time to time, assign.
(iv) The Treasurer/Finance shall:
(a) Cause to be kept and maintained the financial records and books of the BIA;
(b) Assist the auditor in the preparation of the financial statements of the BIA;
(c) Perform any other duties, which the Board may from time to time, assign;
(d) Maintain or cause to be maintained an inventory of all physical assets owned or leased by the BIA; and
(e) Cause to be prepared and distributed the proposed annual budget in accordance with the requirements of the City.
10. THE COORDINATOR
The Board of Management shall hire or contract a Coordinator and prescribe the duties of this position.
(a) The Board shall delegate to Coordinator the responsibility for the general management and the execution of the policies of the BIA
(b) THE COORDINATOR shall:
(i) Be the Chief Administrative Officer;
(ii) Be the senior staff position, responsible (with Board approval) for the hiring and termination of all staff associated with programming, beautification & events;
(iii) Be the liaison with the City of Thunder Bay in regards to the BIA administration & Beautification issues
(iv) Attend all meeting of the Board of Management and be entitled to speak on all matters when called upon or consulted, without the right to vote; and
(v) Sit ex-officio, on all committees.
(C) Remuneration and Evaluation
The Board shall:
(i) Establish the remuneration for the COORDINATOR through a resolution of the Board; and shall:
(ii) annually or from time to time, and jointly with the COORDINATOR, carry out a formal and written evaluation of the position of the COORDINATOR, within a mutually determined and agreed upon approach, process, and time frame. The Chair of the Board shall represent the Board in this matter.
11. The Maintenance Technician
The Board of Management shall hire or contract a Maintenance person and prescribe the duties of this position.
(a) The Board shall provide a job description and delegate to the Maintenance Technician the responsibility of the BIA Maintenance (Ambassador) Technician
(b) THE Maintenance Technician shall:
(i) Be responsible for the beautification of the BIA area.
(ii) Be the Ambassador for the area.
(C) Remuneration and Evaluation
The Board shall:
(i) Establish the remuneration for the Maintenance Technician through a resolution of the Board; and shall:
(ii) annually or from time to time, and jointly with the Maintenance Technician, carry out a formal and written evaluation of the position of the Maintenance Technician, within a mutually determined and agreed upon approach, process, and time frame. The Chair of the Board shall represent the Board in this matter.
12. COMMITTEES OF THE BOARD
(a) There shall be Standing committees, as the Board of Management shall from time to time determine.
(b) The Board may appoint ad hoc committees as may be deemed necessary to carry out the objectives of the BIA or to advise the Board. The Board shall prescribe the duties of all such committees.
(c) All committees, standing and ad hoc, are required to conduct business in accordance with these By-laws.
(d) All committee membership, as required by these By-laws and determined by the Board from time to time, are subject to the same rights and responsibilities in their capacity as Members of committees, as those required by the Board.
(e) Each Standing and ad hoc committee is considered a committee of the Board of Management and as such, is responsible to the Board. Each Committee shall make recommendations to the Board for its approval, and shall report to the Board, through each committee Chair, as determined by the Board, from time to time.
(f) Standing committees of the Board may include, but not be necessarily limited to:
(i) Executive & Finance Committee
(ii) Marketing & Economic Development Committee
(iii) Streetscape & Beautification
(iv) Safety Committee
(g) Each Standing and ad hoc committee of the Board shall be chaired by a Board Member, as elected by the Board. Committee members shall be Board members. Members, non-Members from within the BIA may be appointed as ex-officio members of any committee.
(h) Unless otherwise stated in the By-laws, the terms of reference for each committee will be determined by the Board of Management, from time to time.
13. TERMS OF REFERENCE – EXECUTIVE & FINANCE COMMITTEE
The Executive & Finance Committee:
(a) Shall have all powers of the Board to deal with matter(s) requiring emergency action. The Executive & Finance Committee shall report to the next meeting of the Board on all acts and proceedings, subject to review at that time;
(b) May have meetings called by the Chair, between Board meetings, to discuss month-to-month business requiring Board action and for emergency action between regular Board meetings;
(c) Shall consist of the Chair, the Officers, and Committee Chairs; and
(d) Shall make recommendations to the Board on all financial matters affecting the BIA
14. SIGNING AUTHORITY
(a) Three (3) persons shall have signing authority for the BIA: the Chair, the Treasurer/Finance, and the Vice-Chair.
(b) Two (2) signatures of foregoing shall be required on all cheques issued by the BIA.
(a) No Board member shall receive remuneration in payment for services carried out in that capacity.
(b) Board members may be reimbursed for all reasonable, out-of-the-ordinary expenses directly relating to their functions as Board members. Reimbursement for any such expenses must be approved in advance by the Board of Management.
The external Auditor for the Corporation of the City of Thunder Bay shall be the Auditor for the BIA and all books, documents, transactions, minutes and accounts of the BIA shall at all times be open to his/her inspection.
The BIA shall indemnify and save harmless Board members, their heirs, executors and administrators, respectively from time to time and at all times from and against:
(a) All costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in the execution of the duties of his or her office; and
(b) all other costs, charges and expenses that he or she sustains or incurs in or about or arising from or in relation to the affairs except costs, charges or expenses thereof as are occasioned by his or her own willful neglect or default.
18. REVIEW MECHANISM & DISSOLUTION
(a) Should a majority vote be received to dissolve the BIA, a request shall be made to the City of Thunder Bay to repeal the by-law establishing the BIA.
(b) Upon the repeal of a by-law under the Municipal Act the Board of Management is dissolved and the assets and liabilities of the Board become the assets and liabilities of the municipality.
(c) If the liabilities assumed under subsection (b) exceed the assets assumed, The City of Thunder Bay may recover the difference by imposing a charge on all rateable property in the former improvement area that is in a prescribed business property class.
19. CONSISTENCY WITH LEGISLATION
(a) Nothing contained in this by-law shall require the commission of any act which is contrary to an express provision of the Municipal Act or any by-laws of the Corporation of the City of Thunder Bay relating to the Board of Management of the area or “Business Improvement Areas” as defined by the Municipal Act.
(b) If there shall exist any conflict between any provision contained in these By-laws and any such provision of the Municipal Act or the By-laws, the latter shall prevail, and the provision or provisions herein affected shall be curtailed, limited or eliminated to the extent (but only to the extent) necessary to remove such conflict, and as so modified these By-laws shall remain in full force and effect.
By-laws of the BIA may be enacted, repealed, amended, added to or re-enacted by the Board of Management, upon approval of a General Meeting of Members duly called to consider confirmation of such by-law amendment
21. EFFECTIVE DATE
These By-laws come into force and are effective immediately, subject to ratification and confirmation by the Members at a General Meeting called for that purpose or an Annual General Meeting, whichever occurs first.
PASSED by the Board of Management _February 9th__, 2017
THE BOARD OF MANAGEMENT
FOR THE FORT WILLIAM BUSINESS DISTRICT BUSINESS IMPROVEMENT AREA
CHAIR BIA Shelby Ch’ng
APPROVED by the Membership on the_____9th__ day of __February__, 2017