Ontario Association of Architects. Meeting #194 Open MINUTES March 4, 2010

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1 Ontario Association of Architects Meeting #194 Open MINUTES The one hundred and ninety fourth meeting of the Council of the Ontario Association of Architects, held under the Architects Act, took place on Thursday at the OAA Headquarters Building, Toronto, Ontario. Present: Gerrie Doyle President Sheena Sharp Senior Vice President and Treasurer J. William Birdsell Vice President, Practice Pawel Fiett Vice President Communications Vladimir Popovic Vice President Strategy Jane Burgess Jerry Chlebowski Louis Cooke David Craddock Brad Green Paul Hastings Elaine Mintz Lieutenant Governor in Council Appointee Andre Sherman Michael Visser Lieutenant Governor in Council Appointee Kristi Doyle Director of Policy Gordon Masters Director of Operations Hillel Roebuck Registrar Marcia Cooper Communications Specialist Tamara King Administrator, Web site & Communications (part attendance) Marilyn McInnes Manager Finance and Administration (part attendance) Tina Carfa Executive Assistant, Executive Services Regrets: James Farrow Vice President Regulatory Activities Sean O Reilly Thomas Thoma Lieutenant Governor in Council Appointee Wayne Medford Lieutenant Governor in Council Appointee The President called the meeting to order at 2:25 p.m. AGENDA APPROVAL The following items were added to the agenda: 8.1 Credit Card Discussion (oral) It was moved by Green and seconded by Burgess that the agenda be approved as amended. UNANIMOUSLY APPROVAL OF MINUTES Reference Material Reviewed: Draft Minutes of the January 21, 2010 Open Council Meeting. The minutes from the January 21, 2010 Open Council Meeting were reviewed by Council.

2 Page 2 of 11 It was moved by Hastings and seconded by Craddock that the minutes of the January 21, 2010 Open Council meeting be approved as circulated. UNANIMOUSLY BUSINESS ARISING FROM THE MINUTES A member of Council requested an update on the Web site development with respect to the process for populating the Web site that was to be distributed to all committees and task groups. Cooper responded that the content outline and instructions for Committees and Key Contacts for Programs and Services would be forthcoming upon Council approval of the Information Architecture Document. This would be in the coming weeks, but the date would be confirmed once reviewed with the Administrator, Web site and Communications. ITEMS FOR REVIEW AND APPROVAL Reference Material Reviewed: Memorandum from President, Gerrie Doyle dated February 19, 2010 re. Nomination of Honorary Member and attached supporting documentation. (APPENDIX A ) The President reported that Daphne Harris has been nominated for election at the Annual General Meeting in May as an Honorary Member of the OAA. The required nomination materials were reviewed by Council. It was moved by Burgess and seconded by Chlebowski that Council approve the nomination of Daphne Harris for election as Honorary member of the OAA at the Annual General Meeting of Members, May 5, Reference Material Reviewed: Memorandum from Senior Vice President and Treasurer, Sheena Sharp dated February 24, 2010 re. Audited 2009 OAA Financial Statements and background information. (APPENDIX B ) The Senior Vice President and Treasurer reported that the audit is now complete and deemed clean, resulting in a surplus for the Association at the end of this past fiscal year. There is currently $1.2 million held in reserve, adding that further statistics relating to the OAA s equity position will become available in the next several weeks. A member of Council enquired as to whether the checks and balances have been performed to ensure that the OAA and Pro-Demnity Insurance Company (ProDem) financial statements coordinate given questions that had been raised at the AGM the year prior. The Senior Vice President and Treasurer confirmed that both statements have been reviewed and all numbers accurately correspond to each other. It was moved by Sharp and seconded by Mintz that Council accept the OAA s 2009 audited financial statements as circulated. (1 abstention (Visser)) A member of Council enquired as to an approximate date when the Ontario Association for Applied Architectural Sciences (OAAAS) is expected to breakeven. The Senior Vice President and Treasurer responded that OAAAS is forecasted to be out of a deficit position by 2012.

3 Page 3 of 11 The President indicated that a budget format to align more closely with the OAA s reporting has been requested from the OAAAS and should provide a clearer view of the OAAAS s position. The Council member requested clarification for the higher contribution to OAAAS in 2009 as opposed to It was noted by the Senior Vice President and Treasurer that more members joined in during that period, and what is not broken out is the additional revenue that was also realized as a result, adding that a more comprehensive reporting format will be available at the May Council meeting. It was suggested by a Council member that the OAAAS financial statements be included in the annual report for A Council member expressed some concern that the current credit card processing fees are too high and that acceptance of credit payments should be eliminated altogether. The Senior Vice President and Treasurer noted that there has been a decrease in the credit card fees which are not reflected in the 2009 financial statements, but will be effective for 2010 It was suggested by the President that the OAA may lose a number of customers for the conference if they are unable to pay with a credit card. McInnes noted that currently on-line processing has been delayed due to the Web site development and password issues. The President suggested on-line banking as an option and enquired as to when the Web site is expected to be launched. Elimination of credit card payments after the launch may be a preferred route to consider. A member of Council indicated that the Web site is expected to launch at some point this fall. The Council member indicated that all alternatives be considered first as accepting cheques only would be a considerable set back, adding that it may be prudent to present a business case to the membership first. The Senior Vice President and Treasurer indicated that Council should first determine if they wish to eliminate credit card payments and then decide how best to communicate the decision to the membership. A finite date should correspond with the launch of the Web site unless a surcharge can be applied to those members who wish to pay by credit card. Masters reported that the OAA was informed that it was not permitted to charge a fee for the use of a credit card per the existing agreement with the Credit Card companies. It was moved by Green and seconded by Mintz that the OAA no longer accept Credit Card payments for any membership fees, services or programs as of the date that the new OAA Web site is fully functional, including the availability of online banking as a payment option for the membership A member of Council enquired as to what the OAA s policy is with respect to disclosure of financial instruments. The Senior Vice President and Treasurer responded that she would investigate the policy and report back to Council.

4 Page 4 of 11 A member of Council recalled that the minutes of the last In Camera Council meeting indicated that ProDem was to bring legal counsel to provide clarification with respect to its organizational structure. Action: Council directed Masters to follow up with ProDem on the status of a presentation by legal counsel on its organizational structure. Masters suggested that the issue was the availability of the appropriate legal counsel for this meeting Reference Material Reviewed: Memorandum from Senior Vice President and Treasurer, Sheena Sharp dated February 24, 2010 re. Allocation of Surplus Funds and background information. (APPENDIX C ) The Senior Vice President and Treasurer reported that it had been observed by consultants retained to investigate the OAA Building curtain wall and other areas that there is need to replace the windows and curtain wall which has been creating some damage due to leakage in the building. A member of Council enquired as to when the repairs would be expected, noting that there has been leaking of the roof as well as the windows for some time and it should be addressed as soon as possible. The Senior Vice President and Treasurer noted that the Building Committee would consider the priorities and report its plan and recommendations back to Council prior to proceeding. It was moved by Sharp and seconded by Green that Council approve the amount of $400,000 as the allocation of funds for curtain wall, roof, and window restoration in 2010 with the OAA Building Committee to present its recommendations with respect to repair priorities to Council Reference Material Reviewed: OAA Council 2010 Planning Session Notes and Summary. (APPENDIX D ) The President reported that the results of the Planning session had been distributed to Council earlier that week via conference call and that work is being done to present the activities in a Gant chart format. The President noted that the final Committee list for 2010 will be circulated to the Council members in the next several days Reference Material Reviewed: Memorandum from Vice President Communications, Pawel Fiett dated February 22, 2010 re. Society Special Project Funding Requests and attached supporting documentation. (APPENDIX E ) The Vice President Communications reported that four funding requests were received from local societies; Grand Valley, Niagara, and two from Toronto. A member of Council noted that the first request from the Toronto Society of Architects (TSA) regarding lectures has already received some external funding. The President indicated that the funding was to come from the Trillium Foundation, supported by the OAA for TSA last year, adding that there is some clarification needed to determine the status of that request. A Council member responded that TSA has not yet received that funding and would like to get the event launched while awaiting a response from the Foundation. Masters recalled that TSA was to receive the grant in the amount of $150,000 over a three year period A Council member suggested that the architectural walking tours proposed by TSA are a welcomed idea with the stipulation that they are tours intended for the public and not solely other architects.

5 Page 5 of 11 It was suggested by the President that TSA be asked to look into the funding that they are expected to be in receipt of from the Foundation prior to requesting further funding from the OAA. As such there was general agreement that the second request from TSA for $5,000 not be granted. It was moved by Burgess and seconded by Chlebowski that Council approve the allocation of society special project funding as follows: $4,160 to the Niagara Society of Architects; $6,000 to the Grand Valley Society of Architects; and $10,000 to the Toronto Society of Architects to funding their walking tour. The Senior Vice President and Treasurer took the Chair Reference Material Reviewed: Memorandum from President, Gerrie Doyle dated February 22, 2010 re. OAA Fee Guideline: A Client s Guide to Engaging an Architect in Ontario. (APPENDIX F ) K. Doyle reported that it has been recommended that the OAA Fee Guide be withdrawn given that OAA Council has endorsed the Royal Architectural Institute of Canada (RAIC) Fee Guideline. It was suggested by a member of Council that the RAIC should provide each practice with a copy of their Fee Guide. K. Doyle noted that the cost would be $10,000 for 1400 copies of the Guide, adding that it may be downloaded free of charge. As such the RAIC does not have the funds to cover hardcopy distribution. K.Doyle added that tracking of who has already downloaded a copy is not be possible. A Council member suggested that there should be a separate schedule of fees created for smaller projects under $250,000. The President responded that when the OAA Guide was originally put out for member feedback, most complaints came from those who do projects in the range of $500,000 and less. As a result, it was recommended to the RAIC not to list smaller projects. The RAIC Guide has received feedback on a national level. A member of Council suggested that it would be in everyone s best interest to recommend to RAIC a review of the Guide every two years. The President reminded members of Council of the provisions of the OAA s endorsement; annual review, rollout campaign to federal, provincial and municipal governments by the RAIC, and launch of the upcoming model RFP and QBS. It was moved by G.Doyle and seconded by Craddock that Council approve the withdrawal of the OAA Fee Guideline: A Client s Guide to Engaging an Architect in Ontario and that the membership be notified immediately and reminded of the OAA s endorsement of the RAIC s Fee Guideline It was moved by Burgess and seconded by Craddock that a hardcopy of the RAIC Fee Guideline: A Guide to Determining Appropriate Fees for the Services of an Architect be distributed with compliments to all Ontario practices along with a covering letter from the President; and that the cost of the printing and distribution be considered an unbudgeted item in The President returned to the Chair Reference Material Reviewed: President s Log from January 21-. (APPENDIX G )

6 Page 6 of Preview of AGM Presentation. (oral) The Senior Vice President and Treasurer made a PowerPoint presentation to Council of membership statistics noting that the finalized data will be ready for the Annual General Meeting (AGM) and is currently presenting preliminary numbers. It was reported by the Senior Vice President and Treasurer that the membership milestones appear to be relatively flat over the past 20 years, with the exception of an increase in membership in the past year. A member of Council asked whether OAA numbers will be projected against other professions as reference points. The Senior Vice President and Treasurer responded that it was not the intention of the presentation although she would consider investigating it. It was reported by the Senior Vice President and Treasurer that with respect to academic origin, 73% of licensed architects obtained their academic requirements in Canada, adding that the majority from outside of Canada appeared to originate from the Middle East and Asia. The profitability index as noted by the Senior Vice President and Treasurer shows Toronto as one of the least profitable. Generally the profitability of the firm improves as its size increases. The Senior Vice President and Treasurer indicated that the legal structure of practices shows that the number of sole proprietorships has declined and the number of corporations has increased. The number of firms that can work in Ontario but are not located in the province has increased. A member of Council enquired as to what the purpose of the statistics is intended to be. The Senior Vice President and Treasurer responded that it is to provide a general overview of the membership demographics, as well as where funds have been spent. Council may also be able to determine where it wants to head based on these numbers, adding that it may also be used to augment presentations to municipalities. It was suggested by a member of Council that the information appears to be good solely for the purpose of the architect. It is a good start with the intent going forward to provide a comparison with other industries. The addition of an outline of the average age groups would be useful as well. Council thanked Sharp for her presentation Reference Material Reviewed: Memorandum from Senior Vice President and Treasurer dated February 24, 2010 re. Update from HST Task Group; draft Industry Bulletin re. HST Update for the Design and Construction Industry. (APPENDIX H ) It was reported by the Senior Vice President and Treasurer that an agreement with the Ontario General Contractors Association (OGCA) has been reached with respect to a joint industry bulletin. Members of Council reviewed the draft bulletin that had been distributed to Council previously for their review. It was noted by the Senior Vice President and Treasurer that the Task Group has received a legal opinion on the issue through ProDem who has suggested that a form of waiver be added to the bulletin such that it be made clear that this does not constitute legal or accounting advice, and that clients should be reminded to contact their own counsel as appropriate.

7 Page 7 of 11 It was moved by Sharp and seconded by Green that Council endorse the Joint OAA/OGCA s Bulletin which sets out best practice advice to the industry relative to Bidding and tendering on new projects in relation to the HST. (1 abstention) A member of Council suggested that the Task Group spend some time to develop a more substantial guideline. The Senior Vice President and Treasurer suggested that the Task Group has limited time and will be developing something more substantial around May, however the next focus will be on best practices related to projects that are already underway Committee on the Future of the Profession/Interns. (oral) It was reported that the Waterloo Town Hall held on February 23 was a success with about 20 in attendance. The Ottawa Town Hall being held at Carleton University will be held on March 10; and the University of Toronto Town Hall will be held on March Reference Material Reviewed: Memorandum from Vice President Strategic, Vladimir Popovic dated March 1, 2010 re. Update from Vice President Strategic and attached background information. (APPENDIX I ) The Vice President Strategic reported on the proposal to develop a model RFP as agreed by Council at the Planning session in February. The VP added that Council policy generally requires three quotes if there is a bid greater than $2,500. However, due to the uniqueness of this project Council is being requested to consider the one quote that is presented to them. A member of Council indicated that he/she would like to see the construction value made clear in the document. The President noted that the model RFP would be ready for Council s consideration and approval at the next meeting in May. It was moved by Popovic and seconded by Birdsell that Council approve the Proposal for the development of the model RFP document for architectural services in the amount of $5,100. Tamara King joined the meeting at 3:20 p.m Reference Material Reviewed: Memorandum from Vice President Communications, Pawel Fiett dated February 19, 2010 re. Communications Committee Update. (APPENDIX J ) The Vice President Communications made a PowerPoint presentation to Council with respect to development of the OAA Web site. The Vice President Communications outlined the project timeline. The Web site project is currently past Phase 1 and moving into Phase 2. The design team met with stakeholders and is working on conceptual design, going through different end users with respect to layout and accessibility. It was noted by the Vice President Communications that the structure of the menu has changed and was built so that the most important information is on the home page with easy accessibility to other areas of the Web site. There is a large scrolling area at the top of the home page with announcements, information, etc. The right side of the screen displays current information for the members.

8 Page 8 of 11 As the design progresses the Vice President Communications indicated that there will be a blog space included. There will also be pages listed by topic such as BEFA and ITP s. It was noted by the Vice President Communications that once signed in, the menu will expand with information specific to the membership. People will have the ability to comment on issues and items which will be reviewed by staff prior to being posted. The Vice President Communications reported that under the heading of Discover an Architect, there will be the ability to search through a variety of elements including an architect s specialty. Documents available for purchase by the membership will be displayed with a preview screen for the purchaser. It was indicated by the Vice President Communications that member-at-large, Lou Ampas has indicated an interest in participating on the Communications Committee with a particular focus on the Web site and requires Council s approval for the appointment. It was moved by Fiett and seconded by Mintz that OAA member Lou Ampas be appointed to the Communications Committee for The Vice President Communications reported that the teleconferencing issue is progressing and expects to have a demo presentation at the OAA in the near future. In the event that teleconferencing is approved, an update to the internal connection would be required. King left the meeting at 3:40 p.m Reference Material Reviewed: Memorandum from Vice President Regulatory Activities, James Farrow dated February 18, 2010 re. Activities Under the Registrar January 4, 2010 through February 18, (APPENDIX K ) The President noted that five individuals cancelled out of the Admission Course with registrations at 135. Of the registrants, 16 have purchased a conference package Reference Material Reviewed: Memorandum from Vice President Practice, Bill Birdsell dated February 24, 2010 re. Practice Portfolio Report/Update and attached background information. (APPENDIX L ) The Vice President Practice reported that the Practice Committee s BIM task group held a successful Roundtable session with representatives of various architectural practices as well as selected engineers in order to move forward with the development of the BIM Best Practices Guide Next steps will be to draft an outline for the Guide and begin writing the content. The Vice President added that the OAA is working in cooperation with the RAIC in order to leverage information and resources. McInnes left the meeting at 3:50 p.m. It was noted by the Vice President Practice that there is a broad range of experience offered at the meeting. Some firms have agreed to advance their internal models. The Vice President Practice reported on Engineers, Architects and Building Officials (EABO) noting that the Ministry of the Environment has rolled out the FIT program allowing funding for retrofits to existing structures. It has been suggested that a Practice Tip will be created to advise members to be cognizant of potential liabilities.

9 Page 9 of 11 The Vice President Practice indicated that Paul Roth will be retiring from EABO and suggested that there be an advertisement to the membership to fill the vacancy. K. Doyle noted that there will be an ad in e-bulletin to replace Roth and a letter from the President to Roth thanking him for his service over a long period. It was noted that long term member Tim Moore also left the committee recently and that a letter of thanks should be sent to him as well given that he is an architect, notwithstanding that he had served on the committee as a representative of the building officials Reference Material Reviewed: Memorandum from OAA representatives of the Strategic Opportunities Committee dated February 22, 2010 re. Update from Strategic Opportunities Committee. (APPENDIX M ) Reference Material Reviewed: Memorandum from Chair of the Practice Services Task Group, David Craddock dated February 23, 2010 re. Provision of Project Management and/or Construction Management and attached background information. (APPENDIX N ) The Chair of the Task Group and reported on activities of this Committee as directed in fall 2009 by Council and that it had been recommended that a guideline be created to assist in differentiating between Project and Construction Management. The intention is to convey a message that it is not recommended that CM services be provided under the auspices of a Certificate of Practice issued by the OAA and that it has been confirmed that Pro-Demnity Insurance Company does not cover CM services offered by an architect. In addition the Task Group is recommending that if an architect does wish to provide CM services under the auspices of a separate company, those services should not be provide don the same project for which they are also providing architectural services It is the intent to issue this information as a guideline at this time, however in order to make it enforceable, a regulation stating such would need to be made. Members of Council reviewed the draft guideline information that had been distributed at the outset of the meeting. K.Doyle noted that the document is still subject to a detailed review by OAA legal counsel. It was moved by Craddock and seconded by Birdsell that Council approve the draft guideline to members regarding the provision of Project Management Services vs. Construction Management Services, subject to review and comment by legal counsel Reference Material Reviewed: Memorandum from, Jane Burgess dated March 4, 2010 re. Code of Ethics and attached background information. (APPENDIX O ) The President reported that a revised version of the Code of Ethics shows the proposed Code with the changes suggested by the membership incorporated into it. The responsible for the file reported that she reviewed the member comments as well as those submitted by ProDem. The majority of individuals who wanted some form of a code of ethics preferred one similar to the AIA format which has the regulations and code combined. A member of Council suggested that the Code of Ethics be further amended to change the words shall to should and must to may. There was considerable discussion relative to the results of the survey of the membership on this issue and Carfa was directed to make copies of the revised tally sheet of the raw data and distribute it to

10 Page 10 of 11 Council during the meeting. Carfa was also directed to distribute the same information to Council electronically following the meeting. It was moved by Burgess and seconded by Green that Council approve notice to the membership in an upcoming edition of e-bulletin regarding the revised Code of Ethics, and the intention of Council to bring the document forward to the AGM in May to be voted on for adoption by the membership. (9 in favour, 3 opposed (Chlebowski, Fiett, Popovic)) It was moved by Burgess and seconded by Mintz that subject to legal counsel review, Council approve inclusion of the revised draft Code of Ethics on the Official Agenda for the AGM in Windsor, May 2010; along with a copy of the draft Code of Ethics for vote by the membership with respect to its adoption by the OAA.. (9 in favour, 2 opposed (Chlebowski, Fiett), 1 abstention) Reference Material Reviewed: Memorandum from the Sustainable Built Environments Committee dated February 22, 2010 re. Update of Committee Activities and attached background information. (APPENDIX P ) ITEMS FOR DISCUSSION There were no items for discussion. ITEMS FOR INFORMATION Reference Material Reviewed: Memorandum from the Continuing Education Committee dated February 19, 2010 re. Continuing Education Program Update re. Cycle Five ( ) Compliance and attached background information. (APPENDIX Q ) The President noted that 56 members are currently non-compliant with Cycle 5, of which, 70-80% are newly licensed Society Updates (oral) There were no further updates since the last meeting of Council Reference Material Reviewed: Memorandum from the Conference Committee dated February 22, 2010 re. OAA Conference 2010 and attached background information. (APPENDIX R ) The President noted that the Committee is currently in the process of pursuing more sponsors and requested that Council members try to solicit sponsors where possible in the next week. A member of Council noted a conflict in meeting time for the Practice Committee which requires review Reference Material Reviewed: Articles from Publications (APPENDIX S ) The articles were noted for information. OTHER BUSINESS

11 Page 11 of Credit card discussion (oral) The President reported that the topic was covered earlier in the meeting under item 4.2.a in the agenda. DATE OF NEXT MEETING The next regular meeting of Council is Wednesday May 5, 2010 at 8:30 a.m. in the Mercuri Room at the Caesars Windsor Hotel and Casino, Windsor, Ontario. ADJOURNMENT It was moved by Mintz and seconded by Craddock that the meeting be adjourned at 4:30 p.m. UANIMOUSLY President Date