Submitted by Brenda Willman
We have good documents that govern our practices. The documents that deal with day to day details have been carefully presented, debated, written and re-written several times by the members! I concede that some of the Policies have perhaps been voted on at AGMs since the last full and comprehensive review of the Member Handbook, but I honestly don’t think much has changed, except with regard to the hiring of the Office Coordinator/manager, and that changed Buildings Policies (and were they all voted on and documented? Probably not and that is our collective error – no one to point fingers at but ourselves).
However, have members and boards continued to act as they see fit, provided ‘everyone’ is in agreement (that everyone being an interesting idea, since we really have to consider the entire membership and their wishes when changing how things are done)? Most definitely yes, and that was mentioned several times during the June 7th meeting.
There is so much to cover that I don’t know where to start
Think on some of the ways people can live together.
You can live in your own home and be subject to the regulations of the Village/Town/City in which your land is located, along with the requirements of your bank, along with the requirements of your co-habitants, if any. Who will pick up the garbage (in and out) who will provide safe drinking water, who will ensure that the lender (if one was involved) gets their money back? – which is equally to be considered.
You can live in a condo and be subject to the same as above, with the exception that some services will be provided by the condo-collective.
You can live in a housing cooperative and be subject to the same as above, with variations from condo agreements.
You can live on a commune (maybe as a Hutterite or as a member of Bountiful or Jonestown) and be subject to some of the same as above, likely with some privileges that come with being a religious organization (and such is usually the case). And maybe be with some detriments that come with living under the same (see Jonestown).
In all examples, there are agreements/Acts/regulations in place to protect landowners, big and small. Even communes exist in the country/municipality where they gather. Most of the legislation/regulation will ensure safety in the biggest sense of the word, i.e. safe drinking water, sewage collection, garbage collection, possibly schooling, etc. You might not get that on a commune.
Now narrow down your scope to the choice you have made. You decided to live in a Housing Cooperative and sign a Shareholders’ Agreement permitting/affirming/confirming your membership. You signed a business agreement as well as ‘signing-on’ to a more homey/touchy-feely tacit agreement to cooperatively live with other Shareholders in a hopefully mutually satisfactory and friendly environment. As such you have several documents protecting you as an individual, but (and what seems to be the missing link in so many differences and confrontations) these documents are also protecting you as a member at large who is paying rent and paying a mortgage and insurance, etc. for an entire housing complex comprised of 66 units built on rented land. You don’t own a unit. You own a mortgage and you have agreed to pay a land lease. To repeat - what comes with the mortgage and land lease is a housing complex of 66 units, one of which you may live in.
Here are our governing documents and what they mean to us.
MORTGAGE – we have borrowed money. We have to pay it back. We borrowed it to build the premises/buildings. Then we re-mortgaged everything again when we “got out of” the CMHC agreement. There may or may not be considerations for how we maintain the buildings under the terms of the current mortgage agreement – there probably are (there were requirements under the CMHC agreement but that is no longer in play and I have not read our mortgage agreement, and have never been provided a summary of same). Additionally and previously there were stipulations under the CMHC agreement on how much money a person could make upon move-in, how many subsidies should be provided and how much ($$) the subsidy should be – all stated in the $$ of the year of the agreement. This was revised throughout the years to keep up with inflation. I don’t know what, if any, stipulations in our mortgage govern our subsidy system any longer, and it shouldn’t matter because we do have a policy in place for that, and it was heavily discussed for months before finally accepted and it has stood the test of time, and has even served as an example for other coops leaving the loving arms of CMHC subsidies.
LAND LEASE – we live on rented land. The Landlord has rights. We don’t like some of them. We want our lease extended or to purchase the land. The Landlord has the right to say no, or say “yes but only if you do such and such”. Add in the extra complication that we want the land for non-profit housing purposes and you add on a layer of complexity(ies) that have been carefully considered by City Councilors that you and I have elected. For example, we must have accessible units if we want to stay on the land (which we all have agreed is a commendable goal and something we would like to strive for – but actualizing that goal is causing great distress amongst the members and introducing a huge financial load onto a tiny community). The land lease is also the source of the “right of ways” that were proffered by the City and sometimes lead us to a misunderstanding about what we can do where on our little patch of land – because some of “our” little patch is not really ours…the City just let us build a fence or garage there, but reserve the right to govern what happens on that land…that may be over-simplifying but it serves the purpose of Coles notes.
THE COOPERATIVES ACT and REGULATIONS– this is provincial legislation. I mention it all the time. If anyone has read it, they will come to understand that the reason I cite it constantly is to draw peoples’ attention to it. It is NOT a weapon. In fact, it covers the business end of things – and THAT is why I encourage people to read it. It does not limit our daily activities to any great extent, and so both Board members and members at large would do best to understand it and understand what DOES dictate our daily activities. Merely taking a look at the table of contents alone sheds light on what the Act provides for (and again) not only individuals belonging to a coop (and more specifically there is a section just for housing co-ops) but also for members belonging to a coop (ditto). Shareholders need protection from being evicted without due cause, but also need protection from having a crack house being set up on our collective property – which means we need legal ways in which to terminate that crack housee’s membership. Below this paragraph is a screen shot of the Table of Contents of the Act and of the Regulations (it’s the smaller list). Also is a screen shot of the TOC – expanded – for Part 18, where there is a special section for Housing Cooperatives. One can see that it is all business, but when expanded one can also see that it gets down to some details, especially regarding how Directors are elected, what their roles and duties are (including fiduciary), when we must meet, when we can meet other than when we must, how meetings are to be called, how many days notice, etc. all that business stuff which is predetermined by way of the Act and which we are obliged to follow. It tells us we must have Articles of Incorporation (special considerations for Housing Coops are under Part 18 392(1)) and it tells us we must have a Shareholders’ Agreement. It tells us what ByLaws we must have as a coop in general – see Part I Division 2 and it tells us what ByLaws we must have a Housing Coop in particular see Part 18 392(2)
ARTICLES OF INCORPORATION- re our Name, Purpose, Objectives, No Monetary Gain, the fact that we are a cooperative based on Shares, and a clause about the fact that we will carry on business, on a co-operative basis. It says the co-operative will comply with Part 18, Division 1 Housing Co-operatives, of the Cooperatives Act of Alberta and includes clauses, that we will have ByLaws and report any changes to our ByLaws to the Director of Cooperatives (a provincial position); it speaks to the number of Director’s we will have, and the address our registered office (place of business).
SHAREHOLDERS’ AGREEMENT – Everyone signs this before they move in, but it seems like some members have forgotten the terms of their agreement…for example I refer to the outcry several years ago when the Board requested confirmation of personal insurance from members and several members noted they did not know they were required to hold insurance policies. Our Shareholders’ Agreement includes clauses re General Provisions, the relationship is clarified as a right to occupancy and not a landlord-tenant relationship, what the occupancy rights are, general terms that the housing charge will be determined and will be paid – the details of which are described in the ByLaws and Policies, general clauses about provision of utilities and payment of utilities (provision and payment are not the same – the coop agrees that they will ensure you have access to water, electricity by way of pipes, and wires, but the member has to pay the monthly usage fees), right of entry, maintenance and alterations to units. There is a clause on withdrawal and termination which parrots the Act but one must prudently always revert to the Act when such situations occur, to ensure we are acting under current legislation. There is a clause about insurance and liability and this is where it says the Member agrees to carry personal insurance. There are an additional 13 clauses. You should all have a copy of your own Shareholders’ Agreement that you can reference for more details.
BYLAWS – many of our bylaws come straight out of the act – review the Tables of Contents I have inserted to find out more about that. Our ByLaws has sections on the following subjects:
General Matters
Corporate Seal
Capital Stock
Membership
Disputes
Transfer of Membership
Withdrawal of Membership
Death of a Member
Termination of Membership
Share Re-purchase
Meetings
Board of Directors
Officers
Payment of Directors and Officers
Board Meetings
Liability of Directors and Officers
Committees and task forces
Records
Financial Management
Housing Charge
Reserve funds/Banking/Borrowing
Signing Officers
Amendments of Policies – i.e., Currently states Major policies can only be passed, amended or rescinded at a general meeting by special resolution. I am strongly against changing this as was recently proposed by our recent Board. I believe members should approve all policies board policies or not. It also currently provides that the board can pass any policy that is not designated as a major policy. We collectively decided at a GM that, for now, all policies are MAJOR, hence requiring member approval
The priority of Sunnyhill's documents (and only Sunnyhill’s documents– in all cases the Provincial Act and Regulations will take priority and in some cases our Mortgage and/or Land Lease will also take priority over Sunnyhill’s documents) – WHICH ARE IN ORDER OF PRIORITY:
Articles of Incorporation
By-laws
Shareholders' Agreement
Relationship between the Coop (believe it or not you are one of the Shareholders and represent the Coop as an entity) and individual members (you live here in a unit – and some individual rights come with being a member living in a unit) You have a business relationship with yourself!
Winding up of Sunnyhill
And next comes policies, which all members approved at various GMs before and after the major work was done ( 2 or 3 times). Below is the list of Policies we had in 2008, and again I don’t think it has changed much. I am willing to review all minutes since 2008 to ensure that any changes are captured to revise the document prepared in 2008.
Here is a high level list of what is in our Policies section of the Member Handbook. Please note section 1.2 is “what is good governance”. I am not kidding about having mentioned governance over and over in the last 12 years.
General and Background Information
General Policies and Board Policies – there might be some new ones to add here which may or may not have been approved yet.
Caregiver Expenses for Document Signing Sessions
Collection Keys for all Units
“Reside” and “To Occupy” a Unit
Move-in Policy
Move-out Policy both always under consideration and not sure if any official changes have been made, but this is one area where Committee members have definitely done what they deem appropriate and not necessarily in agreement with what has been documented. In fact, several situations are not covered and the Committee has to use common sense.
Members required to sign 2004 Shareholders’ Agreement Policy – yes some Members had never returned their signed copy and we as a coop had not followed up.
Best usage of Space/Housing Fit Policy – separate from Housing Charge Policy but related
Directors Liability Insurance Policy
Termination of Membership – Appeals
Parking Policy
Wildlife Policy
l changes have been made, but this is one area where Committee members have definitely done what they deem appropriate and not necessarily in agreement with what has been documented. In fact, several situations are not covered and the Committee has to use common sense.
Members required to sign 2004 Shareholders’ Agreement Policy – yes some Members had never returned their signed copy and we as a coop had not followed up.
Best usage of Space/Housing Fit Policy – separate from Housing Charge Policy but related
Directors Liability Insurance Policy
Termination of Membership – Appeals
Parking Policy
Wildlife Policy
Financial Policies
Housing Charge Calculation and Collection Policy
Personnel Policies
Privacies Policies
SHC Representatives
Standing Purchasing Committee
Youth Committee
Member Selection Policies – same comments as Move-in, Move-out policies
Grounds Policies
Integrated Pest Management Policies
Cyclical Unit Inspections
Buildings/Maintenance Policy/Procedures (Unit Maintenance and Improvements)
Unit Maintenance at a Glance/Troubleshooting Tips
PROCEDURES - At the very bottom of this list are procedures – those being the ways in which the Policies are carried out. For example, we may say it is a policy that before any work can be done on a Unit, the Buildings Committee (and now, more currently the Office Coordinator) must pre-approve the work (with perhaps an exception policy in place for emergencies). The procedure is that we use Purchase Orders to signify approval (and to facilitate payment), and the procedure would dictate who keeps the purchase orders, when they should be available, etc. For another example, it is Grounds Policy that the Grounds Committee will make available grass seed for reseeding lawns. It does not stipulate (which would amount to Procedure) where it has to be purchased, stored, etc. As a general rule, the payment for the seed would fall under our spending policy which was proposed back in 2008 but I’m not convinced it was ever approved; we never got around to completing the policies that were required.
If you’ve read this far, you can understand that we have a tendency to blur the lines between POLICY and PROCEDURE, but that is not uncommon and we should not beat ourselves up for it. THE END.