Minutes Board of Directors Meeting

Transcription

1 C O - O P E R A T I V E H O U S I N G F E D E R A T I O N O F C A N A D A Minutes Meeting Marriott Residence Inn, Ottawa, Ontario Present Directors: Anne Davidson, Jeanene Harnett, Barbara Millsap, Glen Armstrong, Deryl Thompson (to 3:00 pm, March 7), Rosalind Langer, Myles Shaw, Brian Eng, Linda Campbell, Pat McClain, Eunice Keirstead, Allison Ferris, Louis-H. Campagna, Frank Wheeler Regrets: Michelle Maldonado Others: Nicole Waldron, Ontario Council (March 7 only, to 3:00 pm) Staff: Nicholas Gazzard, Nick Sidor, Karla Skoutajan, Harvey Cooper (to 3:00 pm, March 7), Christine Seguin, Dallas Alderson (item 5.1 only), Linda Stephenson (items 5(2), 8, and 10 only) A quorum being present and notice having been properly given, the chairperson, Anne Davidson, called the business meeting to order at 9:11 a.m. EST on Friday, March 6, Christine Seguin recorded the minutes of the meeting. (Items are recorded in the minutes in the same order as in the attached agenda. This may not be the exact sequence in which business was transacted at the meeting.) I. OPENING BUSINESS 1. Approval of Consent Agenda Directors were in receipt of a consent agenda for the meeting: adoption of agenda approval of minutes of November 21-22, 2014 and of January 7, 2015 receipt of membership status report, as at December 31, 2014.

2 2 Deryl Thompson/Glen Armstrong THAT the consent agenda be adopted. 2. Business Arising Report Directors were in receipt of a business arising report from the November 21-22, 2014 meeting. Frank Wheeler/Barbara Millsap THAT the business arising report be received. 3. Management Report Directors were in receipt of a report from management covering the period from November 6, 2014 to February 18, It was noted that: staff noted that the Co-operators profits are likely to be up from 2012, when a number of weather-related events occurred, increasing CHF Canada s Loyalty Payment from 2013 staff drew attention to the formation of a new Enterprise Working Group, drawing on staff in different divisions to work together on commercial services programs the group benefits program premium increase is now known and will be 1.1%, effective April 1, 2015 staff to provide directors with a chart showing take-up of MemberGuard by province target the September board meeting training to member loyalty, with the assistance of a consultant the federation s ED roundtable will be held January 15/16, 2016 (instead of November 2015) in the Toronto airport area with a facilitator paid for by CHF Canada Sector Development undertook a total of ten education events events (online and in person) during the year, with 162 co-ops attending Aaron Denhartog s contract has been extended for a further six months, primarily to assist CHFT with its election campaign work in Deryl Thompson/Glen Armstrong THAT the receive the management report covering the period from November 6, 2014 to February 18, 2015.

3 3 4. Executive Committee Report Directors were in receipt of minutes of the February 3, 2015 Executive Committee meeting. Barbara Millsap/Rosalind Langer THAT the receive the Executive Committee meeting minutes of February 3, Ontario Council Report The Ontario Region Director distributed a written report to the board. In addition, she orally reported on highlights of the recent meeting of the Ontario Council as follows: the Council received the financial report and unaudited statements the Council confirmed that Sharon Carolan-McKinnon will serve on the 2015 Resolutions Committee the Council participated in an advocacy training session at the Council meeting. Staff will consider doing the same with directors at a forthcoming board meeting given the recent change by a Council member, will hold a discussion about the appropriateness of non-resident members holding positions on Council. Barbara Millsap/Pat McClain THAT the Ontario Council report be received. 6. Regional Directors Reports Regional directors and the Aboriginal Director provided oral reports on activities in their regions. Glen Armstrong/Eunice Keirstead THAT the regional directors reports be received.

4 4 2. Governance 1. Tied Election Results Directors were in receipt of a written report from staff setting out how to deal with any future elections that end up tied. It was noted that if an election was tied going into an annual meeting, a tie-breaking election would be held only after conclusion of the annual meeting. Frank Wheeler/Myles Shaw THAT the adopt the practice of repeating an election in the event of a tied vote. 2. Online elections (Ontario) Directors were in receipt of a written report from staff providing arguments in favour of allowing Ontario members to vote not only online in advance, but online at the annual meeting, so as to increase participation in the electoral process. Staff will track where delegates are voting during the next election in Ontario. Ontario member federations will be reminded of the new deadlines for voting, so that they schedule their delegate meetings accordingly (prior to the end of the voting period). Deryl Thompson/Myles Shaw THAT the agree to allow delegates from Ontario to vote for candidates for the Ontario Region Director onsite at the annual meeting as well as online in advance, beginning with the next Ontario regional director election in Electronic Meetings of the Board and Ontario Council Directors were in receipt of a written report from staff which gave first reading to a policy on meetings. M/S/D Eunice Keirstead/Glen Armstrong THAT the give first reading to CHF Canada s Meetings policy (Policy 2.9.2).

5 5 Directors discussed issues related to the recent polling of directors held by and noted the following: meetings should not be routine felt that this type of meeting allows directors to read the provided documentation thoroughly and take in the information more readily the use of infrequently in the policy needs to be changed some felt meetings were easier to deal with than a teleconference, though multiple threads of replies could be problematic staff could explore chat software as an alternative any meeting process would require moderation. Further discussion was referred to the in camera meeting of directors. Following the in camera meeting, directors agreed to the following principles: electronic meetings should be held using a simple platform electronic meetings should be used for time-sensitive matters only ensure proper notice of meeting is given, as described in the policy; and if confirmation of availability is not received from a director, attempts are made to contact them to ensure they are aware of the electronic meeting. M/WITHDRAWN Louis-H. Campagna THAT the refer Policy to a committee to draft an amendment to By-law No. 1, for consideration by the members. Barbara Millsap/Rosalind Langer THAT the Electronic Meeting policy (Policy 2.9.2) be redrafted by staff and tabled for second reading at the next board meeting. 4. Board Self-Assessment Directors were reminded to complete and submit their self-assessments as soon as possible.

6 6 5. Policy Review (a) Confirmation of policy without amendment Directors were in receipt of a copy of the policy respecting CHF Canada s executive director job description (policy ) to which an amendment and correction of two typographical errors was made Louis-H. Campagna/Brian Eng THAT the policy be amended to replace the words for ensuring in the first line, #2, page 2 with for providing for. Rosalind Langer/Glen Armstrong THAT the confirm CHF Canada s Executive Director Job Description policy (Policy ) as amended. (b) Policies to be amended Directors were in receipt of copies of redlined policies to be amended. CHF Canada s Ethical Conduct Policy Review of CHF Canada s Ethical Conduct Agreement policy (Policy ) was deferred until such time as each director had the opportunity to review the referenced policy on Ethical Conduct (Policy 2.7.1) and the sections in the Personnel Policy (Policy 2.5.1) with respect to conflict of loyalty. Glen Armstrong/Barbara Millsap THAT the approve CHF Canada s Ethical Conduct Agreement policy (Policy ) as amended.

7 7 CHF Canada s Investments Frank Wheeler/Eunice Keirstead THAT Section of CHF Canada s investments policy (Policy 2.4.3) be amended to include the following: In 2014, CHF Canada became a shareholder in Encasa Financial Inc. (Encasa). The cost of shares was $240,000. The funds were drawn from the Pooled Investment Assets to make the share purchase. The Encasa holding and any appreciation or depreciation of its value over time, will continue to form part of the pool but will not be included in the total pool, for the purposes of the allocation ratios set out above. The Ontario Regional Director noted the Council had reviewed and approved the policy revision at its meeting the previous day. 3. Finance and Administration 1. Financial Statements Directors were in receipt of a written report from staff enclosing the December 31, 2014 unaudited financial statements and received a presentation from the Executive Director providing supporting commentary. It was noted that the internal statements presented at this meeting were not expected to differ in any material respect from the audited financial statements for the year ended December 31, Brian Eng/Barbara Millsap THAT the receive a report on the unaudited December 31, 2014 financial statements. 2. Executive Director 2014 Performance Evaluation Directors held an in camera discussion on the Executive Director s 2014 performance evaluation.

8 8 3. CHF Canada Financial Indicators Directors received a presentation on financial indicators from the Executive Director. A copy of the presentation will be shared with the Finance and Audit Committee. In addition, staff was asked to provide a dashboard of financial indicators on a regular quarterly basis, on a rolling three-year cycle. Frank Wheeler/Glen Armstrong THAT the receive the presentation on financial indicators. 4. Discussion on CHF Canada s Hiring Policy Directors received an oral report from the Executive Director describing the pros and cons of changing the existing authorities for hiring in the Personnel Policy (Policy 2.5.1). These authorities require the Board s approval for certain hirings. The board was asked to consider whether staff could make some exceptions to the policy, and report them to the next meeting of the. It was agreed the policy would be left as it now stands. Glen Armstrong/Barbara Millsap THAT the receive the oral report from the Executive Director on CHF Canada s hiring policy. M/S/D Louis-H. Campagna/Brian Eng THAT the amend the Personnel Policy (Policy 2.5.1) section 7.3 to read: Any exception to this section 7.3 of the policy be referred to the Executive Committee for approval, and any exceptions be reported to the at its next meeting.

9 9 Deryl Thompson/Louis-H. Campagna THAT the table further discussion of the motion until the following day. 4. Sector Development 1. Collaboration of Sector The Executive Director provided directors with an oral report on the state of collaboration amongst sector organizations. He reported that: CHFT and PHCHF are working to identify a facilitator for the federations meeting in April in Toronto GHCHF s plans for any collaboration are not known CHASEO is not yet ready to make any decision on formal collaboration with CHF Canada at this point, however, we would expect to make significant progress by year-end. It would make sense for CHASEO and CHF Canada to offer some joint services to Ottawa housing co-ops. Deryl Thompson/Brian Eng THAT the receive the oral report on collaboration of the sector for information. 2. Scale and Housing Co-ops Directors were in receipt of a written report from staff on the scale of the sector initiative. It was noted that support for the staff position on this project ends on April 30, Enough experience has been gained in the past two years, however, that staff feel confident we can provide support to future mergers or co-op collaborations. Staff have not identified any detailed next steps. Glen Armstrong/Pat McClain THAT the receive a report from about scale and housing co-operatives for information.

10 10 3. Compass Co-op Update Directors were in receipt of a written report from staff providing an update on activities from Compass Ontario, and plans for the possible implementation of Compass in Nova Scotia and PEI. Myles Shaw/Rosalind Langer THAT the receive an update about Compass Co-op for information. 4. Essex Non-Profit Homes Directors were in receipt of an oral report from staff with respect to the operations of Essex Non-Profit Homes. It was noted that: the project is now covering the cost of operating its units (originally purchased with 131 units, 111 units are currently habitable; 18 units are uninhabitable, of which 9 units remain to be destroyed, and the balance of which will receive capital repairs) rent supplements are in place for 27 units with municipal funding. Barbara Millsap/Glen Armstrong THAT the receive the oral report from staff about Essex Non-Profit Homes. The Ontario Region Director raised a concern that the director s position as automatically made a director of Essex Non-Profit Homes, and felt that it was not necessary that it be that position specifically, bur could as well be any member of the Ontario Council. Brian Eng/Barbara Millsap THAT the recommend to Essex Non-Profit Homes that it amend its by-laws to allow for the appointment of any member of the Ontario Council to its board.

11 11 5. CQCH/FECHIMM Directors were in receipt of an oral report from the Quebec Regional Director on discussions between CQCH and FECHIMM. He noted that: the contract between FECHIMM and CQCH had expired in October and the Montreal federation has disaffiliated from CQCH situation has not improved toward the goal of a unified, strong sector in Quebec each organization is going its own way, serving membership and courting co-ops in the other s territory government-sponsored mediation was undertaken but not successful recent parliamentary commissions were held to revise the Co-op Act not convinced that parties are acting in good faith; very little hope for a mediated solution FECHIMM has launched its own insurance program in competition with CQCH s CQCH is expecting only minimal migration to FECHIMM s program; Co-operators is working with CQCH to keep the program competitive for co-ops in Montreal. Directors agreed that, in response to FECHIMM s letter questioning CHF Canada s decision to move its 2016 annual meeting away from Montreal, that it is not in the best interests of CHF Canada s members to hold the meeting there, and not intended to punish anyone. And that we could look at holding a meeting in Montreal in future, if the situation stabilizes. Directors agreed that staff should determine Alexandra Wilson s availability and interest in meeting with the two organizations to confirm if there is a role for CHF Canada to play in helping to resolve the situation in Quebec. Myles Shaw/Frank Wheeler THAT the receive the oral report on CQCH and FECHIMM for information.

12 12 5. Corporate Affairs 1. Government Relations Directors were in receipt of a written report and oral update on government relations activities. Dallas Alderson, CHF Canada s new program manager, policy and government relations, was introduced to board members. It was noted that the government relations team will continue to support town halls as vehicles for MPs to meet with their constituents. Glen Armstrong/Linda Campbell THAT the receive the report from staff on CHF Canada s government relations program. 2. Commercial Services Development Directors were in receipt of a written report on CHF Canada s commercial services, which include the refinancing program, the suite of insurance programs, spotlight property management software and the asset management program. In addition, the Director, Corporate Affairs provided an oral update on spotlight and the Asset Management Program, noting key messaging for directors. (a) Spotlight property management software offered in partnership with Housing Services Corporation (HSC) software developed by Yardi key messaging: the software is integrated (membership, maintenance and finances) and web-based (accessible by managers with an internet connection from anywhere); Yardi is a respected worldwide property management software company; we will be in a position to take orders at the AGM software being offered at affordable rates to CHF Canada members; not yet decided what to do about non-members (particularly when their property management company is a CHF Canada member)

13 13 staff working to ensure second generation Spotlight is ready for this year s AGM staff to have discussions with CHFT (which is offering NewsViews through its Cost Cutters program, which is neither web-based nor integrated) staff to explore fully and speak to any user concerns with respect to concerns around member-data privacy. (b) Asset Management Program implementation and project management also offered in collaboration with Housing Services Corporation (HSC) program managed by CHF Canada staff, but requires licensed engineers to undertake studies, prepare reports, etc. being offered outside of Quebec and BC in co-operation with HSC and a national engineering company yet to be identified co-ops being refinanced are getting assistance through this program; at some point later this year, an asset management plan will become a requirement for co-ops getting refinancing do not foresee offering such a program directly to co-ops in Quebec through CHF Canada; CHF BC has its own asset management program key messaging: every co-op should have an asset management plan; these plans are from your national association; asset management studies are being priced at an affordable level for housing co-ops. Myles Shaw/Eunice Keirstead THAT the receive and discuss the report on CHF Canada s commercial services. 3. The Agency for Co-operative Housing Directors were in receipt of a written report recommending the appointment of CHF Canada s representatives to the Agency s Board.

14 14 Pat McClain/Glen Armstrong THAT the reappoint Cameron Gray (Vancouver, BC) as a director of the Agency for Co-operative Housing, for a three-year term ending in 2018; AND THAT the Board reappoint Berta Zaccardi (Hamilton, ON) as a director of the Agency for Co-operative Housing, for a three-year term ending in Co-operative Housing International Directors were in receipt of an oral report by the Executive Director on Co-operative Housing International. It was noted that: the last face-to-face meeting of the CHI board was held in Quebec City in October 2014; the executive committee will meet shortly at which time the 2015 workplan will be mapped out for implementation the next full board meeting is scheduled for July in Zurich, Switzerland, to be hosted by the Swiss housing co-operative association the automated good governance test was demonstrated to the ICA staff in Quebec City and those in attendance were impressed with it in November 2015 at the ICA Assembly in Turkey, CHF Canada s Executive Director will lead a workshop on CHI s good governance tools. Eunice Keirstead/Rosalind Langer THAT the receive the oral report on Co-operative Housing International for information. 5. Applications for Membership Directors were in receipt of applications for membership to be considered at this meeting.

15 15 Glen Armstrong/Myles Shaw THAT the accept into membership in CHF Canada the following organizations: Organizational Associates Cornucopia Property Management Corporation (Ottawa, ON) Annual Meeting Directors were in receipt of a report on action taken on the 2014 annual meeting resolutions. Deryl Thompson/Eunice Keirstead THAT the Board receive for information the report of action taken in response to the 2014 AGM resolutions Annual Meeting (a) Members resolutions Directors received an oral report of three resolutions received from member co-ops, related to the celebration of an annual seniors day, the possible investment by CHF Canada in the Canada Co-operative Development Fund, and making co-ops more environmentally friendly. Staff are following up with each resolution proponent, and will report back on the status of each resolution at the Board s teleconference meeting, to be held March 19, Linda Campbell/Eunice Keirstead THAT the Board receive for information the report on member resolutions to the 2015 annual meeting. (b) Directors resolutions Directors considered three resolutions to be put forward by the Board to the 2015 annual meeting, including a general campaign

16 16 resolution (You Hold the Key), a resolution on the Co-op Blueprint, and a resolution recommending changing directors terms of office from three two-year terms, to two three-year terms. Glen Armstrong/Frank Wheeler THAT staff prepare and bring the director resolutions to the March 19, 2015 teleconference board meeting for further consideration. (c) Nominating Committee Directors were in receipt of the January 2015 Nominating Committee report, and received an oral report on the activities of the Nominating Committee by the Committee chair. Directors were reminded that the deadline for filing candidate nominations is March 31. Deryl Thompson/Rosalind Langer THAT the Board receive for information the report on Nominating Committee activities for the 2015 annual meeting. (d) Resolutions Committee Directors were in receipt of a report from staff on the appointments to the Resolutions Committee. Ontario Council has named Sharon Carolan-McKinnon to the committee. Barbara Millsap/Eunice Keirstead THAT the appoint Deryl Thompson to chair the 2015 AGM Resolutions Committee; THAT the Board appoint Karla Skoutajan, Karen Brodeur and René Daoust to serve on the committee; AND THAT the Board appoint Sharon Carolan-McKinnon of the Ontario Council.

17 17 (e) Honorary Life Associate Directors were in receipt of a confidential report from staff recommending that Dale Reagan be inducted as an Honorary Life Associate of CHF Canada at the 2015 annual meeting. Barbara Millsap/Glen Armstrong THAT the induct Dale Reagan as an Honorary Life Associate of CHF Canada at the 2015 annual meeting; AND THAT the Board delegate to the Executive Committee the task of selecting an alternative recipient if Dale Reagan is unable or unwilling to be so inducted. (f) CMHC Award for Outstanding Contribution to Co-operative Housing Directors were in receipt of a confidential report from staff recommending that the Board nominate Barb Casey for the CMHC Award for Outstanding Contribution to Co-operative Housing. Linda Campbell/Pat McClain THAT the select Barb Casey to receive the CMHC Award for Outstanding Contribution to Co-operative Housing in 2014; AND THAT the Board delegate to the Executive Committee the task of selecting an alternative recipient if Barb Casey is unable or unwilling to be so inducted. (g) Mark Goldblatt Directors held a brief discussion about ways in which Mark Goldblatt s work with CHF Canada, the Canadian co-op housing sector could be recognized at the annual meeting, including having a moment s silence, a video montage of various photos of Mark,

18 18 naming an award after Mark as a lasting legacy, a video on co-op history and Mark s work in the wider co-op sector (with the input and assistance of the Worker Co-op Federation and Co-ops and Mutuals Canada). Directors and staff will discuss plans further at the next teleconference meeting of the board. (h) Award for Co-op Achievement Directors were required to select directors to serve as a review committee, with staff, to review applications received for the Award of Co-op Achievement. Rosalind Langer/Myles Shaw THAT Glen Armstrong, Deryl Thompson and Eunice Keirstead work with staff to review all applications and nominate a recipient for the Award for Co-op Achievement. 6. Other Business 1. CHF Canada Directors on Federation Boards Directors discussed issues that may arise with respect to holding positions on the boards of CHF Canada and a member federation, including issues around conflicts of interest/loyalty and denying others the opportunity to serve in governance positions. It was generally agreed that serving on the two boards should not be an impediment to providing good governance. Staff will arrange to have CHF Canada s legal counsel provide some refresher training on conflict of loyalty at the September planning session. 2. Investing Basics Presentation Directors received a presentation from the Executive Director on the basics of investing, including strategies, types of investments and investment risks. A copy of the presentation will be shared with the Finance and Audit Committee.

19 19 Glen Armstrong/Frank Wheeler THAT the receive the presentation on investing basics for information. 3. Housing Services Corporation Directors received an oral report from the Executive Director concerning recent issues at HSC which have been widely published in the news. He provided some history about the organization and the spending issues which have arisen, noting that he has every confidence in the current leadership of the organization. Staff were asked to provide the Treasurer with a comparison of our per diem rates with current HSC rates. Glen Armstrong/Brian Eng THAT the receive the oral report on the Housing Services Corporation for information. There being no further business to conduct, the chairperson, Anne Davidson, declared the meeting closed at 4:15 p.m. EST on Saturday, March 7, CERTIFIED to be the minutes of a meeting of the of CHF Canada held on. Chairperson Recording Secretary