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 B C Rethinking participation Pacific Heights Housing Co-operative Workshop Leader: April English April 2, 2014 1
Workshop overview The board is responsible for making sure that the co-op is well managed. It sounds simple, but we know what a big role the board plays in a co-op s success or failure as a business and as a community. Every board can excel if the directors know their job. Good directors are the cornerstone of good governance and a successful co-op. 2
Outline 1. Introduction 2. The board s job 3. Governing documents 4. Good governance and sound management 5. Know your role 6. Facilitated discussion 7. Wrap-up 3
Workshop agreements encourage everyone to participate avoid side conversations stick to the topic value others and their right to express ideas pay attention and listen hear what people are saying talk about issues and not about people ask if you don t understand arrive on time (after breaks) laugh, learn, and enjoy! 4
A housing co-op is: a membership association a housing development a real estate asset a community 5
The board s job The board s job, along with the members who elect it, is to make sure that: the membership association is well governed the housing development is well managed the real estate asset is well maintained and protected the community is healthy 6
A good board will need: a clear understanding of its obligations, authority and responsibilities up to date co-op information and governing documents a commitment to putting the interests of the co-op and its members first to be an effective team directors who understand their duties as individual directors knowledge, skills and training to get the job done 7
Governing documents 8
Governing documents Does your board have these at meetings: Rules Occupancy Agreement Policies Co-op Act 9
Getting the legal governance framework right Cooperative Association Act and other laws Section 76 Co-op s Memorandum, Rules, Occupancy Agreement Policies Contracts: Operating agreement, etc. Standing resolutions and operational decisions Nothing in the co-op s Rules or policies can override the Act or other laws, even if the members approve it unanimously. 10
Governing documents: Rules set out how the co-op will run as a co-operative association of members deal with how to become a member, membership shares, elections, how meetings will be run... must be consistent with the Co-op Act and the co-op's Memorandum can be changed by a special resolution of the members, are in force once filed by the Registrar 11
Governing documents: Occupancy Agreement the lease between the housing co-op and each member a schedule to the Rules deals mainly with the occupancy of the co-op s units by members 12
Governing documents: Policies set by the members in most co-ops deal with the daily business of the co-op: parking, pets, arrears, maintenance and more must be consistent with the Rules and Occupancy Agreement can be changed by a simple majority vote of members (or directors in some co-ops) are enforced by the board 13
Where to look? Memorandum worth of shares co-op s legal name names of first directors Rules meeting notice survivor rights director eligibility Occupancy Agreement alterations to unit & exterior notice for unit entry home business Policies flooring upgrades internal unit transfers notice of housing charge increase 14
Legal basic 15
Board obligations: corporate maintain the co-op s status as a non-profit housing co-op under the Co-op Act annual reports and filings (Registrar) record keeping corporate secretary 16
Board obligations: contractual meeting the co-op s obligations under contracts with governments, corporations, individuals protecting the co-op s rights in the same contracts examples of contracts... 17
Board obligations: examples of contracts operating agreement occupancy agreement insurance policy service agreements (elevator, pest control...) management or employment other... 18
Board obligations: statutory observing municipal, provincial, federal laws examples: pet and noise by-laws, employment standards, human rights, PIPA, Co-op Act, GST... 19
Meeting the board s legal obligations get good advice and training hire professional help for key tasks adopt and observe standard corporate calendar with key legal events and obligations maintain contract logs with summary of renewal terms know the laws that affect the co-op and how 20
The five standards of a 2020 Co-op 21
Identifying goals, setting priorities, and planning Establishing rules and policies Evaluating results or outcomes Key governance activities Electing a board of directors Selecting, supervising, and evaluating management 22
What is governance? Governance is how directors, and the members who elect them, set and control the overall direction of the co-op to ensure its success as a viable business and a caring, co-operative community. 23
What is governance? Governance is how directors, and the members who elect them, set and control the overall direction of the co-op to ensure its success as a viable business and a co-operative community. 24
What is management? Management is taking care of the day-to-day business of the co-op to achieve the goals set by the members and directors. 25
Key management activities include: managing the finances keeping the co-op in good repair keeping the co-op full meeting legal responsibilities supporting good governance In a well managed co-op, the board makes sure that desired results are achieved in each of these five key areas. 26
Getting management right The board is responsible for making sure that jobs get done: By people with the necessary skills to do the job well every time When they need doing Measure your success against the standards of sound management, and don t settle for results that don t measure up 27
Keys to getting management right identify the desired results set high standards delegate clearly monitor properly apply financial controls assess results This is the board s job, and no one else s. 28
Manage or supervise the management do it yourself hire managers retain professionals and contractors assign to committees 29
Setting the standard Core management standards form a simple set of blueprints for good co-op management describe the results the co-op needs help you measure and improve the management in your co-op 30
Know your role 31
Know your role Members and boards have different authority under the Act. Neither can make decisions that are reserved for the other. 32
Know your role Section 76 of the Co-op Act sets out the board s obligation to manage the co-operative: The directors must manage or supervise the management of the business of the association and may exercise all the powers of the association 33
Know your role 34
Good members pay housing charges on time act and live cooperatively by the co-op s rules and policies keep their unit in good condition are good neighbours attend meetings productively get involved in the co-op community 35
Know your role 36
An accountable board - 1 The board is accountable and reports to: the members for the job it does on their behalf government 37
An accountable board - 2 takes seriously its duty for the guidance and wellbeing of the co-op makes good, honest, fair decisions stands by its actions and decisions and takes responsibility for them collectively keeps the overall interests of the co-op in mind answers to the members listens to the members and is responsive to the things that matter to them 38
An accountable board - 3 Directors work as a team or board of directors No one director has more authority than another Directors make decisions together at proper board meetings 39
An accountable board government The board reports to government: to comply with the operating agreement that provides funding to the co-op to keep the co-op s incorporated status 40
An accountable board members The board keeps the members in the picture on what it s doing. Especially about any decisions that affect the members as a whole. Make sure you report at and between meetings: share minutes, financial statements and other reports use meetings, newsletters or website to keep members up-to-date 41
Facilitated discussion- 1 o What is our current model of managing and governing our co-op? o Has this approach given us the cost-effective, wellmanaged, well-governed housing co-op we expect? o Is our current use of board, committees, members, contractors and management company achieving the results we want? 42
Facilitated discussion- 2 o What are the best way for members to get involved in our co-op? o How can members really make a difference in the things that matter most? o How can we improve on what we re doing well? And address any problem areas? o What are the next steps needed to ensure effective governance, management and member participation in our co-op? 43
Next steps As a result of this workshop and discussion: o what actions will be taken? o who will be accountable for them? o when will they be completed by? o who will monitor achievement? o what training will you target next? 44
The Board Governance Management Legal The Road to 2020 Good Boards Good Directors Good Governance and Principled Leadership Co-op basics Policies that work Maintenance policies 2020 Compass Effective meetings Sound Management Financial management Budgets Financial statements Arrears Maintenance Maintenancesavvy members Legal Basics Terminations PIPA Co-op Act Sustainability: Capital and financial Good members Sustainability: Environmental Getting along 45
Resources CHF BC info@chf.bc.ca CHF BC special request portable workshops CHF BC advice, problem solving, meeting chairing, conflict resolution, 2020 Compass and 2020 Vision CHF BC education conferences, webinars, scheduled events www.chf.bc.ca Guide to the Co-op Act (link) Members only section BC Talk Member resources Model Rules 2.0 46
Resources CHF BC Policies on the web Policy Manual (link) and Resources for board and governance (link) ethical conduct declaration co-op meetings in brief general meetings and your co-op rules at a glance rules of order for co-op meetings meeting agreements - sample 47
2020 Vision Resources 48
Resources CHF Canada www.chfcanada.coop Resource Centre Tools for good management and governance (link) Good governance charter (link) Good governance test Sound management challenge (link) Beyond participation: Building a foundation for real member involvement 49