Minutes Board of Directors Meeting November 21-22, 2014 Marriott Residence Inn, Ottawa, Ontario

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, Rosalind Langer, Myles Shaw, Brian Eng, Linda Campbell, Brian Burch, Pat McClain, Eunice Keirstead, Allison Ferris, Frank Wheeler, Louis-H. Campagna (from 9:07 am) Others: Nicole Waldron, Ontario Council Regrets: Michelle Maldonado, Wajiha Syed Staff: Nicholas Gazzard, Nick Sidor, Karla Skoutajan, Harvey Cooper, Christine Seguin, Linda Stephenson (7 (a)(b) only) A quorum being present and notice having been properly given, the chairperson, Anne Davidson, called the business meeting to order at 9:00 a.m. EST on Friday, November 21, 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 September 6, 2014 and June 19, 2014 receipt of membership status report, as at September 30, 2014.

2 2 Glen Armstrong/Deryl Thompson THAT the consent agenda be adopted. 2. Business Arising Report Directors were in receipt of a business arising report from the September 6, 2014 meeting. Myles Shaw/Frank Wheeler THAT the business arising report be received. 3. Management Report Directors were in receipt of a report from management covering the period from May 22 to November 5, It was noted that: negotiations are continuing with two Montreal venues to terminate our AGM contracts a typo exists on page 3 (should read October 1, 2014) three directors attended the Goldeye Conference in Alberta the commercial insurance program will not have any increase in rates this coming year except for earthquake coverage the refinancing program loans have proceeded more slowly than anticipated the asset management program will help co-ops prioritize what capital work needs to be done and help provide clarity for co-ops to move forward; small co-ops will also be considered for AMP noted that not many BC co-ops have participated in 2020; staff will follow up with CHFBC about more promotion (CHFBC is responsible for marketing ad delivery of 2020 compass in BC) a need to train more CHF Canada 2020 facilitators was identified. Eunice Keirstead/Rosalind Langer THAT the receive the management report covering the period from May 22, 2014 to November 5, 2014.

3 3 Executive Director s 2014 Year-end Report Directors received a written report from the Executive Director on highlights of the year, and looking forward to continuing discussion about consolidation in the sector. Brian Eng/Myles Shaw THAT the receive the Executive Director s 2014 yearend report. It was noted that the Executive Director will include some comments about the number of staffing changes and the abnormal period of change this year in the President/ED report in the 2015 annual report. 4. Executive Committee Report Directors were in receipt of minutes of the October 1, 2014 Executive Committee meeting. Deryl Thompson/Eunice Keirstead THAT the receive the Executive Committee meeting minutes of October 1, Ontario Council Report The Ontario Regional Director provided an oral report on the recent meeting of the Ontario Council. She noted that at its November 19, 2014 meeting, the Council reviewed and supported the draft operating priorities, approved the 2015/2016 Ontario Region expenses and supported the recommended 2015 salary scale. The Council received the Finance and Audit Committee report, a report from attendees to the October Co-operative Summit in Quebec City, and various other reports. The Council also received political lobbying training from CHF Canada s government relations staff. It was noted that Charles Sandor will officially resign from the Ontario Council, effective November 30, 2014, as he is moving from his co-op.

4 4 Rosalind Langer/Glen Armstrong THAT the Ontario Council report be received. 2. Finance and Administration 1. September 30, 2014 Financial Statements Directors were in receipt of a written report from staff enclosing the September 30, 2014 financial statements and providing supporting commentary. Glen Armstrong/Pat McClain THAT the receive a report on the September 30, 2014 financial statements. 2. Finance and Audit Committee Report Directors were in receipt of a written report from the Finance and Audit committee covering business conducted at its meetings of March 18, April 22 and October 24, Barbara Millsap/Allison Ferris THAT the receive the Finance and Audit Committee s written report on activities; AND THAT the Board receive the 2014 audit plan. Directors requested that staff prepare a financial indicators report and a short description of all CHF Canada reserves, for their information. 3. Special Initiatives Reserve Directors were in receipt of a written proposal requesting funding through this reserve to fund continued discussions among federations with respect to potential collaboration.

5 5 Louis-H. Campagna/Deryl Thompson THAT the approve a funding request from the Special Initiatives Reserve, in accordance with the terms and conditions of that reserve, for $75,000 toward the costs of holding a special federations conference in 2015 and toward shared costs of supporting outside facilitation to support the continued exploration of collaboration and structure within the network of regional federations of housing co-ops. Directors also received an oral report on the recent Federations Conference, which staff and four directors/council members attended (Frank Wheeler, Louis-H. Campagna, Barbara Millsap, and Nicole Waldron). Reports indicated that presentations by Howie Wong and Paul Evans and the panel discussion on growth and development were excellent. It was noted that the conference presentations are available on-line for other directors. Louis-H. Campagna/Eunice Keirstead THAT the receive the oral report on the Federations Conference. 4. Risk Management Report Directors were in receipt of an updated risk management model for CHF Canada. Myles Shaw/Frank Wheeler THAT the receive the CHF Canada Risk Management Model, dated October 2014, for information. 5. Personnel Policy Directors were in receipt of a written report and redlined policy recommending changes to the CHF Canada personnel policy. The revised policy incorporates some general housekeeping changes, changes to overtime, harassment and reimbursement of travel expense provisions, and the addition of a new section concerning use and care of CHF Canadasupplied equipment.

6 6 Barbara Millsap/Pat McClain THAT the approve amended Policy 2.5.1: Personnel Policy, dated November Budgets and Operating Plans 1. Key Achievements against 2014 Priorities Glen Armstrong/Rosalind Langer THAT the receive the report on key 2014 activities linked to the 2014 operating priorities Operating Priorities Directors were in receipt of a report from staff outlining the draft 2015 operational priorities as established at the September Board/Council planning session. It was noted that the Ontario Council had supported the 2015 operating priorities at its November 19, 2014 meeting. Myles Shaw/Barbara Millsap THAT the Board and Council adopts the five priorities as the CHF Canada operating priorities for next year and 2016 Budgets Directors were in receipt of recommendations and supporting information on the 2015 and 2016 budgets, as well as a report from the Executive Director on staff salaries It was noted that the Ontario Council adopted the Ontario Region expense and endowment fund budgets at its meeting on November 19, It was also noted the Finance and Audit Committee recommended approval of the budgets as circulated.

7 7 Linda Campbell/Eunice Keirstead THAT the provisional 2014 year-end projections for operations and reserves be received; THAT the final summary budgets for operations and reserves, the national endowment fund, and Nova Scotia and operations, for the fiscal year beginning January 1, 2015 and ending December 31, 2015 be approved; AND THAT the summary budgets for operations and the national endowment fund for the fiscal year beginning January 1, 2016 and ending December 31, 2016 be received for information. Directors supported staff s recommendation that, in the future, the preliminary forecast budget not be presented to AGM delegates since this forecast bears very little resemblance to what is presented as a final budget. A summary budget to support the dues resolution will be provided for delegates information. Directors requested that a Finance and Audit Committee review of the revenue and expenses associated with CHF Canada s annual meeting be provided to the Board at its March 2015 meeting. Brian Eng/Myles Shaw THAT the adopt a salary scale for 2015, providing for a 2.1% cost-of-living adjustment to all staff salaries in 2015, to take effect January 1, Sector Development 1. Compass Co-op Directors were in receipt of an oral presentation by staff concerning the development, purpose and activities of Compass Co-op. Staff confirmed that Compass Co-op was not only for distressed assets, but well-run co-ops as well. It may take some time before non-distressed co-ops see value in becoming part of Compass. This new structure would not impede the ability of co-operatives to be represented at the national level.

8 8 Co-ops wishing to become part of Compass would transfer their assets to the organization. Due to differing provincial legislation (particularly eviction law), Compass Co-op is incorporated provincially. Since assets are being transferred to another entity, HSA-co-op operating agreements would prohibit this merger without the Ministry s consent. Brian Eng/Pat McClain THAT the oral presentation on Compass Co-op be received, for information. 2. Diversity Committee Directors were in receipt of a Diversity Committee activity report. Eunice Keirstead/Myles Shaw THAT the receive a report on Diversity Committee activities in 2014 and plans for Risk Underwriting Fund Administration Committee Directors were in receipt of a written report from staff concerning appointments to the RUF Administration Committee. Myles Shaw/Brian Eng THAT the appoint Paul Byron of The Co-operators as the contributors representative to the Risk Underwriting Fund Administration Committee. Brian Eng/Rosalind Langer THAT the approve an amendment to Policy : Risk Underwriting Fund, section 2.1, to add the word insurance so that it now reads: start-up funds (including the CMHC mortgage insurance application fee),.

9 9 5. Corporate Affairs 1. Government Relations Directors were in receipt of a written report and oral update on government relations activities. Staff noted that decisions about the federal budget will be taken in the coming month. Our lobbying efforts are focused on RGI subsidy replacement and the prepayment of CMHC mortgages so that Section 61 and other program co-ops refinance without unreasonably high prepayment penalties. Staff noted that the new national government relations staff person to be hired will be able to assist with development and writing of policy, more than has been done in past. Staff will provide a government relations presentation, similar to that provided at the recent Federations Conference, to the Board at its March meeting. Glen Armstrong/Rosalind Langer THAT the receive and discuss a report from staff on CHF Canada s government relations program. 2. Commercial Services Development Directors were in receipt of a written report and oral update from staff on CHF Canada s commercial services programs, including our shareholding in a new investment firm (Encasa), the asset management program, and Essex Non-profit Housing (the Windsor-Essex Community Housing Corporation is purchasing three lots, and may buy more, paying the outstanding mortgage balance as the purchase price, even though it s to be land only). It was noted that The Network is now generating a surplus, and will be repaying a portion of its CHF Canada loan at the end of this year. Glen Armstrong/Eunice Keirstead THAT the receive a progress report on commercial services development for information and discussion.

10 10 3. The Muttart Foundation Consultation Directors were in receipt of a written report from the Executive Director outlining information received at an invitation-only conference held in October to discuss the tax-exempt status of not-for-profit organizations that are not charities. Recent audits by the Canada Revenue Agency and CRA s interpretation and rulings indicated that some revenues earned by non-profit organizations will make them taxable entities. Glen Armstrong/Frank Wheeler THAT the receive a report on a consultation on the taxexempt status of not-for-profit organizations. 4. Co-operative Housing International (CHI) Directors received an oral report of the CHI board meeting held in Quebec City in October from the Executive Director. In addition, directors received reports from attendees at the Quebec Co-operative Summit meeting, (Anne Davidson, Louis-H. Campagna and Nicole Waldron). It was noted that CHF Canada is making some progress on the international exchange program. Dame Pauline Green has invited CHF Canada s Executive Director to visit Tel Aviv, Israel to provide advice on housing co-ops. Frank Wheeler/Brian Eng THAT the receive the oral report on the Co-operative Housing International board and Quebec Summit meetings for information. 5. Quebec Sector Report Directors received an oral update from the Quebec regional director outlining key issues in the province at present: 1. distressed co-op assets being picked up in Quebec; planning to create a new not-for-profit co-op with these assets 2. FECHIMM: the split with CQCH is now official; each is attempting to attract the other s members; the Government of Quebec has arranged mediation 3. ongoing pilot project in northern Quebec with Desjardins and CQCH to develop 900-1,000 units in Nunavut

11 11 4. noted that there will likely be program revisions in Quebec, given the government s austerity program 5. equity co-ops (Desjardins and CQCH are negotiating with CMHC to provide access to mortgage insurance for those seeking equity co-op mortgages) 6. seniors co-ops: after the tragic seniors home fire in early 2014, the provincial government has enacted very stringent rules for any seniors housing, including co-ops. CQCH is petitioning to have some of the regulations eased for co-ops, though none that would affect seniors safety. It was noted that the dispute between CQCH and FECHIMM did not reflect well on the co-op sector, and a resolution needs to be found soon. Directors expressed their concern that this end with a good outcome for all parties. CHF Canada agreed to find out more about what assistance might be offered by CHF Canada, after the government-sponsored mediation is finished. Barbara Millsap/Glen Armstrong THAT the receive the oral report on the Quebec sector. 6. Membership Issues (a) Applications for membership Directors were in receipt of applications for membership to be considered at this meeting. Pat McClain/Frank Wheeler THAT the accept into membership in CHF Canada the following organization: Housing co-operative Old Grace Not-for-Profit Housing Co-operative (Winnipeg MB);

12 12 AND THAT the Board receive information on the applicant approved for membership by the Executive Committee since the last board meeting: Housing co-operative Kailasa Housing Co-operative (17 units; Victoria, BC). (b) Members in arrears Directors were in receipt of a list of CHF Canada members and associates in arrears of their dues. Eunice Keirstead/Rosalind Langer THAT the receive the list of CHF Canada members and associates who are in arrears of their dues and have not made arrangements to pay; AND THAT the membership or associate status of the following organizations be terminated effective December 31, 2014, if, in the absence of other arrangements satisfactory to the Executive Director, payment of outstanding dues has not been received by that date: Housing co-operatives Black Creek (North York, ON) Forest City (London, ON) Hoy Creek (Coquitlam, BC) Kaleidoscope (Timmins, ON) Silver Wood (Guelph, ON) Stirling Meadows (St. Thomas, ON). 7. Annual Meeting (a) 2015 annual meeting Directors were in receipt of an evaluation by participants of the 2014 annual meeting, and a presentation was made by staff. Comments noted include: develop some kind of scarf or button so that Board/Council members stand out among members, particularly so that first time AGM attendees can identify them

13 13 Council members will pick up their registration packages at registration instead of waiting until their meeting the reception needs to be accessible for everyone who might attend; the Board/Council dinner should also be held in an accessible location use more signage so that members are reminded of the welcome reception identify first-time participants pay attention to the feeling at the business meeting and end on a high note publish AGM highlights for members to get by and use to report back to their co-ops. Glen Armstrong/Linda Campbell THAT the report on the 2014 annual meeting be received. Pat McClain/Deryl Thompson THAT the draft minutes of the 2014 annual meeting be approved. (b) Nominating Committee Directors received a written report from staff concerning the composition of the 2015 Nominating Committee. Linda Campbell/Brian Eng THAT the receive a report from staff on the 2015 Nominating Committee; AND THAT the Board appoint the Nominating Committee for the 2015 annual meeting. The following directors agreed to serve as the 2015 Nominating Committee: Rosalind Langer Barbara Millsap Glen Armstrong.

14 14 It was noted that Rebecca Cambridge (Ontario Council), has been asked to serve as the Ontario Council representative on the committee. (c) 2014 annual meeting resolutions Directors were in receipt of a report on action taken on the 2015 annual meeting resolutions. Linda Campbell/Glen Armstrong THAT the receive for information the report of action taken in response to the 2014 AGM resolutions. 8. Policy Review (a) Confirmation of policies without amendment Directors were in receipt of policies for which staff had determined no revisions were necessary at this time. Glen Armstrong/Deryl Thompson THAT the confirm the following policies without amendment: Policy : Non-housing Resolutions Policy 1.1.5: Representation on Member-Service Task Forces Policy : Membership Standards Resource Groups Policy 1.4.2: Official Languages Policy : Dues Discount Policy 2.1.1: Policy Review Schedule Policy 2.1.9: Dissemination of By-laws and Policies Policy 2.4.1: Dues Administration Policy 2.4.2: Payment of Sector Support Contributions Policy : Distribution of Investment Income Policy 2.4.8: Endowment Fund Earnings Policy 2.7.1: Ethical Conduct Policy 2.7.3: Ethical Conduct Disclosure Statement for Employees.

15 15 (b) Policies to be repealed Directors were in receipt of a report requesting the repeal of Policy : Agency Evaluation. Glen Armstrong/Barbara Millsap 6. Other Business THAT the repeal Policy : Agency Evaluation. 1. Region Reports Each region represented by a director at the board table provided an oral update on activities in their regions. Newfoundland recent presentation on refinancing by staff well received noted that co-ops that left CHANAL to go to another private property management company last year have had complaints and some are now returning to CHANAL meeting with the City of St. John s to be held in January to discuss availability of surplus lands New Brunswick nine co-ops in Saint John are thinking about mergers CHF Canada staff are working with the steering committee some successes with the You Hold The Key campaign Prince Edward Island successful education event with excellent facilitator recently undertaken looking to the year ahead and the PEI annual meeting Nova Scotia recent education event went well and was well-attended (approx. 70 people)

16 16 recent announcement of CHF Canada s Nova Scotia diversity scholarship working to engage young members in the province Ontario anniversary prints for co-ops (originally sourced by Pat McClain) are being very well-received staff will arrange for a member of the Ontario Council to reach out to Bread and Roses Co-op after the recent co-op fire the director recently attended an eviction law workshop in Durham and noted it was very well done Manitoba directors noted that the recent education event had gone really well directors participated in the sleepout for homeless in Winnipeg and used the occasion to meet with Minister Bergen You Hold the Key rally sparked a lot of interest in Winnipeg CHF Canada staff will be involved with providing information to the January 20 conference being hosted by Correctional Services Canada, focusing on convicts and homelessness and affordable housing Saskatchewan 60 people, in total, attended the three-city education event held this fall, including representatives of three non-member housing co-ops building condition assessments are a big issue in the province; co-ops are aware that the approaching end of operating agreements will mean they lose government subsidies meeting in Moose Jaw in February to get a national voice about best practices around this and provide guidance to the provincial government no movement yet on getting the provincial co-op act amended to allow equity-based models of housing co-ops Alberta good Goldeye conference (with Glen Armstrong and Pat McClain also in attendance) SACHA held its education day in October; participants received an excellent presentation from CHF Canada about asset management

17 17 the NACHA education day is being held November 21 region director is involved in Edmonton Mayor s committee on social housing regeneration British Columbia CHF BC Aging in Place Committee has undertaken a comprehensive survey of BC co-ops in the new year to find out what their needs are CHF BC is developing a new housing project which will be the larger co-op in BC (approx. 238 units) as part of a larger housing/commercial project excellent BC education event held recently CHF BC AGM being held next weekend. Glen Armstrong/Brian Eng THAT the receive the oral reports from all region directors represented on the CHF Canada. 2. Wajiha Syed Resignation It was noted that Wajiha Syed had provided a letter of resignation from the board of directors, due to personal commitments, effective December 1. Deryl Thompson/Eunice Keirstead THAT the accept Wajiha Syed s letter of registration with thanks for her service to CHF Canada; AND THAT her position be filled for a one-year term at the next annual meeting, and remain vacant until that time.

18 18 There being no further business to conduct, the chairperson, Anne Davidson, declared the meeting closed at 1:45 p.m. EST on Saturday, November 22, CERTIFIED to be the minutes of a meeting of the of CHF Canada held on. Chairperson Recording Secretary