Tag: governance

Board of Directors – key tasks and responsibilities

Topics:

1.  Governance framework
2.  (a)  Board operations and decision-making; standards of care; removal of directors
(b). Board meetings, quorum, absence from Board meetings, chair, votes, guests
(c). Special meetings
(d) Board polls
3.  Officers
4.  Financial oversight, budgeting and reporting to members
5.  Capital and investments
6.  Management and committee oversight
7.  Special legal and ethical responsibilities including conflict of interest.
8.  Membership and occupancy matters (bylaw-driven)
9.  Specific Occupancy Bylaw issues the Board may address
10.  Staffing the Co-op – Board responsibilities

This document provides a brief overview of the roles and responsibilities of the Board of Directors as outlined in Woodsworth’s bylaws.
It highlights selected key points but does not replace or supersede Woodsworth’s bylaws and policies.

The links to the bylaws will open in a new browser tab, allowing you to view each topic within the context of the full bylaw or policy

The Organizational Bylaw is the primary document about governance and the role of the Board. Unless noted, this is the source.

The Spending Bylaw has information on budgets, contracts and bids. It works with the Occupancy Bylaw.

See the Occupancy Bylaw especially for arrears, evictions and problems including performance agreements. Also occupancy standards, appeals and legal actions.

See the Human Rights Bylaw and the Accommodation Policy for Residents with Disabilities

1. Governance framework

(Organizational Bylaw, Article 9)

(A) Role and Authority of the Board

The Board of Directors is responsible for governing the co-op and supervising its management. The board may exercise all powers of the co-op unless the Co-op Act or these by-laws require approval by the members.

(B) The board’s responsibilities include:

(i) Members
• approve or refuse membership applications
• call members’ meetings and decide about electronic attendance, present an agenda to the members
• report to the members on the activities of the board and committees
• pay attention to the community needs of the members
• make sure that education about co-operatives is available to members

(ii) Finances

• oversee the financial affairs of the co-op
• present budgets to the members
• make financial decisions for the co-op within the budget and by-laws
• arrange for long-term financial planning based on expected future needs of the co-op
• make sure the co-op has a current building condition assessment, a current reserve fund study and an asset management plan
• report to the members on the co-op’s finances

(iii) Maintenance

• ensure that the co-op’s property is well maintained and repairs are done when needed
• make sure that the system for responding to member work orders operates efficiently

(iv) Risk management

• make sure the co-op has appropriate insurance for the co-op property and for co-op liability
• make sure that other kinds of insurance are maintained if prudent and cost-effective, such as directors’ and officers’ liability insurance and employee and contractor dishonesty insurance or bonding
• evaluate long-term maintenance contracts for co-op equipment
• make sure the co-op has a disaster relief plan
• arrange for all required fire plans
• make sure the co-op’s electronic records and data are backed up and protected on the co-op computer system. If confidential files are stored elsewhere including the cloud, Board permission must be given and security in place.

(v) Organization

• make sure that co-op by-laws are reviewed regularly
• have a clear outline of the responsibilities of committees and staff
• direct and co-ordinate the activities of committees
• involve the co-op in the broader co-operative movement and in the local community

(vi) Staffing

• deal with staffing as stated in article 16 (Staffing) –
See #10 below: Staffing the Co-op – Board responsibilities
AND #6. Management and committee oversight, (A) Changes in management or staffing contracts

(C)  Authority of Directors and Officers

The board acts only through decisions made by the board as a whole. Individual directors or officers have no authority to act on behalf of the co-op unless that authority is granted by a by-law or a board resolution.
(Organizational Bylaw, Article 9.3)

(D)  Indemnification of directors

(a) Obligation to indemnify
The co-op will indemnify all directors and officers, and their heirs and legal personal representatives, to the maximum extent permitted by the Co-op Act.
(b) Insurance
The board of directors may purchase insurance to cover this liability, subject to reasonable limitations and deductibles
(Organizational Bylaw, Article 24.6)

2. Board operations and decision-making

Organizational Bylaw, Article 10

(A) Standards of care

Standards of care required for a director are stated in the Co-op Act and other laws. A director must
• act honestly, in good faith and in the best interests of the co-op rather than in the director’s personal interest, and
• use the care, diligence and skill of a reasonably prudent person.

Performance of Directors’ Duties
Each director must
• attend all board and members’ meetings unless excused by the board based on advance notice of absence or later information if advance notice was not possible
• prepare for all meetings
• comply with the co-op by-laws and with board decisions, and
• comply with the Directors’ Ethical Conduct Agreement and the Confidentiality and Conflict of Interest Agreement.

(B) Board meetings, quorum, absence from Board meetings, chair, votes, guests

(Organizational Bylaw Article 11 Board Procedures)

Regular board meetings

are held monthly at a time and place set by the board. No notice is required for regular meetings.

Quorum

is a majority of directors. Quorum is not reduced by vacancies or by conflicts of interest. The Board is made up of seven (7) directors.
Minimum number of directors in attendance for quorum – 4.
(Article 11.2)

Absence from Board meetings:

Board can recommend removal
The board can recommend that the members remove a director if the board decides that the director has broken article 10 (Standards for Directors) or has not carried out the other responsibilities of a director or member.
See the Procedure for board recommendation.
(Article 12.2)

Chair for Board meetings:

The chair for all board meetings will be the president, or the vice-president if the president is absent. The
board can choose someone else. That person can be another director, a member or an outside person.
(Article 11.6)

Each director has one vote

Decisions are made by a majority vote unless the law or these by-laws require otherwise. A tie vote defeats the motion.
(Article 11.7)
Note that this is different from general members’ meetings – the member chairing a GMM does not vote unless it is a secret ballot or there there is tie vote. See Organizational Bylaw, Article 5.3 (e).

Members, Staff and Guests at Board Meetings

Members, staff and guests can attend the non-confidential part of board meetings with the permission of the board. Permission can be withdrawn at any time. Persons who are not directors can speak with the board’s permission, but they cannot make motions or vote.
(Article 11.8)

Minutes of Board Meetings

The approved minutes, or brief summaries, should be made available to members as soon as possible after they are approved at the co-op office.  This does not include confidential minutes as stated in section 21.1 (Confidentiality of Minutes). (Article 11.9)

Board meetings follow the same rules of order as members’ meetings unless these by-laws state otherwise.
(Article 11,7)

(C)  Special meetings

Special meetings may be called by the board, the president, the vice-president, or a quorum of directors. At least three days’ notice is required, except in emergencies.
(Article 11.1)

(D) Board Polls

(Article 11.5)

With no objection, the board may conduct non-binding polls.

All directors will be given the same information and the opportunity to state their position on the issue.

A poll becomes binding only if it is confirmed by a board motion or a unanimous written resolution.

Acting on board poll

Before the next regular board meeting, a decision made by a board poll can only be acted on if:
– the board confirms the poll result at a special board meeting (which may be held by phone); or
– all directors confirm the poll result by signing a written resolution under section 11.4 (Resolutions in Writing); or
– the action is something the manager, or another authorized person, already has the authority to do.
(Article 11.5)

3. Officers

(Organizational Bylaw Article 13 Officers)

(A) Officers – Qualifications and Offices

All officers must be members of the co-op and elected directors. An officer’s position becomes vacant if the person ceases to be a member or a director. No person may hold more than one office at the same time.
(Article 13.1 (c))

The signing officers of the co-op are the president, vice-president, secretary, and treasurer.
(Organizational Bylaw, Article 25.3)

(B) Duties of Officers

President

    • provides leadership to the board
    • represents the co-op
    • chairs board meetings
    • ensures board decisions are carried out
    • coordinates the work of the board and committees
    • reports to the members

Vice-President

            • acts in the president’s absence
            • assists the president as required

          The president and vice-president review their roles regularly to make sure that they are carrying out all their responsibilities.

Secretary

          • oversees secretarial duties
          • ensures proper notice of meetings
          • maintains records, minutes, and required filings
          • ensures distribution of by-laws and policies
            (See the more detailed list in the Organizational Bylaw, Article 14.3)

Treasurer

          • act as the co-op’s representative in dealing with the auditor beyond what is normally done by staff
          • work with staff and the auditor in implementing and monitoring internal financial controls
          • when available, sign cheques on behalf of the co-op along with one other signing officer
          • each month, review the reconciliation of the co-op’s bank accounts performed by staff, sign the reconciliation statement to show the review has been performed and report to the board on any problems
          • work with staff in preparing an annual operating budget and capital budgets and present the budgets to the board, and
          • receive a copy of any management report from the auditor as soon as possible, report to the board on it and work with staff and the board in implementing its recommendations.
          • chair the Finance Committee. The finance committee is made up of members at large and one other Board member. (See the Finance Committee Policy).


(C) Authority and Signing

All directors must sign Ethical Conduct, Confidentiality, and Conflict of Interest agreements. Failure to do so results in automatic vacancy of the position. (Organizational Bylaw, Article 7.2)

Board approval is required before committing the co-op or signing documents. Member approval may also be required under Article 24.1. Major Commitments. Whoever signs any document must be sure that these approvals have been given.
(Article 25)

4. Financial oversight, budgeting and reporting to members

(A) Operating Budget and setting housing charges

Each year, the board must prepare an operating budget for the next fiscal year and present it to the members for approval at a general meeting.
(Occupancy Bylaw, Article 4)

The operating budget must include:

          • the total estimated cost of operating the co-op
          • a detailed breakdown of costs by category
          • the proposed monthly housing charges for each unit or type of unit
          • the proposed fees for services charged separately, such as parking
            (Occupancy Bylaw, Article 4.2)
(B) Reporting to members

The board will provide the members with a summary of the operating budget with actual expenditures and income based on the six month financial report. The report will be provided to members in writing by mid-March.

(i)  Significant un-budgeted expenses (greater than 1% (one percent) of the TMHC (Total Market Housing Charges) must be reported by the board to the members.
(Spending Bylaw Article 8.2)

(ii)  Un-budgeted emergency expenses

Emergency expenses are immediate costs the Co-op must pay to prevent property damage, protect people or property, or maintain essential services such as power, heat, hot water, or cooking.

The board is authorized to approve un-budgeted emergency expenses without member approval and may delegate this authority to staff or other designated persons.

All un-budgeted emergency expenses must be reported by Management to the Board and disclosed to the members in accordance with Article 8.2 of the bylaw.
(Spending Bylaw Article 9)

(iii) Change in housing charges

If the board feels that there should be a change in the total operating expenses and/or housing charges during a fiscal year, it must call a members’ meeting (in accordance with the Occupancy By-law Article 4.5) to consider the change. (Spending Bylaw, Article 4 (d)

(iv) Member approval needed for major commitments, major agreements, authority to spend borrowed money

Major commitments including borrowing must follow the Organizational Bylaw Article 24.1 -24.2. Certain actions can only be taken by the board of directors on behalf of the co-op, but only if they have been authorized by the members.

Members must approve major agreements that involve charges for items that were not included in the most recent approved budget(s) and entering into any agreements or commitments with a term of ten years or more, or where the other party can renew the term so the total is more than ten years.

Authority to spend when borrowing money
Members vote to approve borrowing funds. They must also vote on a separate motion which authorizes the board to spend the borrowed money.(Spending Bylaw, Article 6)

(v) Authority to spend by committees

The Board may also delegate spending authority to a committee for budgeted expenses. However purchases and contracts over one thousand dollars ($1000) must be approved by the Board and bids and contracts must be administered by Management.
(Spending Bylaw, Article 3 (c))

(vi) Choosing a bid or quote

The Spending Bylaw has a list of criteria.

The board or other person authorized by the board does not have to choose the lowest quote or bid. They may choose another for reasons such as quality, experience and timing. If they do not choose the lowest bid, they must document the reasons for their choice in the open minutes of the board meeting.
(Spending Bylaw, Article 11.6)

(vii) See also: 6 (C)  
(A) Changes in management or staffing contracts

(C)  Donations

The Donation Policy says the Board of Directors will disclose annually the full amount of donations made in the financial year, together with the names of the recipient charities and the amount awarded to each charity in a report prepared at the same time as the annual audited statement.

5. Capital and investments

(A)  Capital Budget

If the board plans to make capital expenditures, it must prepare a capital budget and submit it to the members for approval. Whenever possible, the capital budget should be presented at the same time as the operating budget.

The capital budget must include:

          • a description of the proposed capital expenses
          • the proposed source of funding
          • the impact on the co-op’s capital reserve
          • the impact on future operating budgets
          • the estimated timeline for completing the work
            (Spending Bylaw, Article 5)
(B) Capital planning – reserves

The Board of Directors  will see to it that the Co-op has a Capital Replacement Plan or Asset Management Plan that is updated at least every five years. The plan will help guide the Co-op in deciding how much it can invest and for how long.
(Investment policy, capital planning Article 9.1 and Organizational Bylaw, Article 9.1)

(C) Investments

The Board will administer the investment policy and will:

          • ensure compliance with the policy
          • appoint the Co-op’s External Investment Advisor
          • approve investments and redemptions
          • review and adjust investments as needed when the policy is adopted
          • receive quarterly reports from the External Investment Advisor on investment performance and asset allocation
          • report on investments to members at each annual meeting
          • review and recommend updates to this policy as needed
          • See also the  Investment Policy
(D) Reporting to members – Interest on savings

Ninety five (95) percent of any income earned on the co-op’s cash and investments shall be allocated to replacement reserves. The other five percent shall be allocated to operations.
This ratio roughly represents the ratio of our combined replacement reserves to accumulated surplus. The Board can override this ratio but must report this to members as part of the budget process.
(Spending Bylaw, Article 7)

6. Management and committee oversight

(A) Changes in management or staffing contracts

The Board has the authority to amend the management contract or staffing at any point in the fiscal year. If the amendment causes a change in total operating expenses and / or housing charges during a fiscal year, it must call a members’ meeting.
(Spending Bylaw, Article 4.1 (d)

The Organizational Bylaw, Article 18.7 makes conditions on contracts with a Management or Service Company Employee. And Occupancy Bylaw has rules in Article 17.4. Co-op Employees.

(B) Management spending

Co-op staff can spend up to 0.5% (half of one percent) of TMHC (total market housing charges) without consulting the Board of Directors. Amounts greater than 0.5% (half of one percent) must be approved by the Board of Directors.
(Spending Bylaw, Article 11.3)

(C) Delegating to staff

The board may delegate tasks to committees or staff, but it must supervise their work. The board remains fully responsible for all decisions and actions and may overrule any committee or staff decision at any time.

See also: #10 below – Staffing the Co-op – Board responsibilities

(D) Committees

Committees may be created by the board or by a meeting of the members. One or more members may propose the creation of a new committee to the board for approval.

The board decides on the committee makeup, duties and authority of each committee, when a committee’s work is complete and when a committee is dissolved.
(Organizational Bylaw, Article 17)

The Board may also delegate spending authority to a committee for budgeted expenses.
However purchases and contracts over one thousand dollars ($1000) must be approved by the Board and bids and contracts must be administered by Management.
(Spending Bylaw, Article 3 (c).

Board members may not serve as voting members of standing committees during their tenure on the Board unless expressly authorized by the bylaws (e.g., the Reconciliation and Finance Committees). Directors may, however, serve as Board liaisons to committees or participate as members of ad hoc committees that report to the Board of Directors.
(Organizational Bylaw, Article 17.2)

7. Special legal and ethical responsibilities

(A) Human Rights

The board will address any human rights issues it becomes aware of, whether or not a formal complaint has been made, where there are reasonable grounds to believe a by-law has been breached.
(Human Rights Bylaw)

(B)  Accommodation Policy for Residents with Disabilities

Woodsworth Housing Co-operative commits to addressing residents’ needs in a manner consistent with the Ontario Human Rights Code that is inclusive and free of barriers based on disability, unless to do so would cause undue hardship to the Co-op.  This Accommodation Policy applies to all residents of the Co-op, as required by the Human Rights Code.

(C) Conflict of interest

Directors, committee members and staff must follow the conflict of interest rules in the Organizational Bylaw, Articles 19-20.

Members at a general members’ meeting do not have to follow conflict of interest rules during discussion but they are encouraged to make a declaration if they are speaking to an issue.

See the Organizational Bylaw or just the article about conflict of interest.

(D) Privacy (PIPEDA)

The board will appoint a director to act as the co-op’s Privacy Officer, as required by law. The Privacy Officer will work with the manager to review confidentiality procedures and advise on specific privacy issues, including those described in Article 21.

The Privacy Officer is responsible for ensuring compliance with confidentiality requirements but has no authority to direct staff, the board, or committees, or to approve spending.
(Organizational Bylaw, Article 22)

8. Membership and occupancy matters (Bylaw-driven)

(A) Membership and Long-Term Guests

The board approves all new members and long-term guests of the co-operative.
(Occupancy Bylaw)

Membership bylaw (Member Approval and Unit Allocation),
Schedule A: Membership and Unit Allocation Responsibilities
(iii) The Board of Directors is responsible for:

• Approving new members – approve, request more information as needed or deny their membership

• Approving of long-term guests, based on the Occupancy Bylaw

• Appeals, based on Articles 3 and 7

• Waiving residency requirements as they deem necessary, based on Article 5.2.5

• Approving all priority move requests and priority moves based on accommodation based on Article 5.2.1 and Schedule F.

(B) Arrears and Evictions

          • Arrears and Evictions – Occupancy Bylaw, Article 11

          • Problems with Members – Occupancy Bylaw, Article 12

          • Evictions – Occupancy Bylaw, Article 13

          • Evicted Persons – Occupancy Bylaw, Article 8.7

          • Alternative Dispute Resolution / Performance Agreements – Occupancy Bylaw, Article 14

          • Legal Actions and Evictions – Occupancy Bylaw, Article 16

          • Notices to Appear (arrears, late payment, behaviour, etc.) – Occupancy Bylaw, Articles 11.7, 12.2. Attached schedules.

9. Specific Occupancy Bylaw issues the Board may address

          • Sub-occupancy (sublet) Article 8.5
          • Appeals including appeals to the membership Article 15
          • Domestic violence Article 7.4
          • Non-members in a member unit (what applies) Article 17.6
          • Serving documents Article 17.8

All from the Occupancy Bylaw.

10. Staffing the Co-op – Board responsibilities

The board is responsible for co-op staffing. This includes:
• recommending amounts for staffing in the budget presented to the members
• arranging contracts with property management or service companies or others or hiring employees
• negotiating management fees, salary and employment terms, as applicable
• making sure there is an adequate contract for all staffing services including a description of duties, responsibilities and authority
• following the Occupancy By-law section on “Co-op Employees”, and
• making sure that education about co-operatives is available to staff.

16.2. Dealing with Staff

(a) Board responsibility
The board is the final authority for the co-op in relation to staff. This includes:
• dealing with property management or service companies
• supervising the manager
• reviewing performance of property management companies and employed staff at least annually
• considering increases in fees or salaries when desirable
• dealing with complaints and problems relating to property management companies and employed staff, and
• terminating staffing contracts when needed.
(Organizational Bylaw, Article 16)

February 2026