Author Archives: Danielle Doucette

Guidelines for Committees

Helen’s Court Co-op Handbook
Section 06. Guidelines for Committees


(Adapted from CHFBC Directors’ course)

A Board of Directors will delegate much of its authority to various committees. These committees will have responsibilities in a particular area of the co-op’s overall management, e.g., finance, maintenance, member selection, etc.


COMMITTEE RESPONSIBILITIES

The committee’s task, initially, is to develop a proposal describing overall objectives and specific goals for management in that area, as well as the policies and procedures which will be used as guidelines in achieving the objectives and goals. The proposal would then be presented to the Board of Directors and the co-op members for approval. The proposal should also describe the committee’s responsibilities and role in carrying out the proposed procedures or job description.

Once the proposal is adopted (as proposed or with amendments), the committee has a number of ongoing tasks, depending on their job description. These will usually include:

  • Carrying out specific management tasks (e.g. maintenance committee inspections, finance committee
    housing charge collection, new member interviews and orientation).
  • Reviewing achievement of goals, identifying problems, reviewing policy and procedures and proposing amendments with a view to solving problems.
  • Holding regular meetings and keeping Minutes of the business transacted and decisions made.
  • Reporting to the Board and general co-op membership on a regular basis.

MEETING GUIDELINES

Establish a regular time, place and frequency of meetings. An agenda should be prepared in advance. A typical agenda would include the following items:

  • Agenda: the committee should review the agenda and agree on any changes, additions or deletions.
  • Minutes: the minutes of the previous meeting should be reviewed and adopted.
  • Business arising from the Minutes: any items noted in the minutes of the previous meeting which required
    follow up action should be reported and unresolved issues should be discussed.
  • New Business: all additional items for discussion, report or action should be listed here.
  • Date of Next Meeting: the date, time and place of the next meeting should be agreed to. Someone should be
    assigned the task of contacting any absent members with the information.

MINUTES

Minutes of meetings must be recorded and circulated to all committee members within three days of the meeting. Additional copies should be filed and one copy sent to the Board of Directors.

The Minutes should include:

  • The date, time and place of the meeting
    List of those present
    All items being discussed
    All decisions made

It is very important that all decisions requiring follow up action (e.g. specific work to be done, reports to be made, people to be contacted, etc.), be specifically assigned to one or more members with a deadline set for each task.

This should be recorded in the Minutes. Setting a time limit for meetings encourages participants to work toward accomplishing the business.


ROLE OF THE CHAIRPERSON AND RESPONSIBILITIES

  • To call meetings when necessary, set the Agenda and make sure that all committee members know about the
    meeting.
  • To direct the meeting in such a way as to ensure that the business gets done by calling the meeting to order,
    following the agenda, keeping the discussion on topic and making sure that decision is reached on each item.
  • To make sure Minutes are taken at every meeting (by someone other than him/herself). The job of secretary
    can be assigned to one willing member or rotated at every meeting.
  • To help the committee make effective decisions by making sure that adequate information is available for each
    item, that everyone who wishes has a chance to speak and that no one monopolizes the discussion or is overly
    repetitious.
  • To pay special attention to the integration of new committee members.


DECISION MAKING

  • Members should make sure that they have enough information and time to discuss all aspects of an item
    prior to coming to a decision.
  • Subcommittees can be formed to investigate certain issues and make recommendations to the Board.
  • Special issue oriented meetings can be scheduled to avoid lengthy discussions when regular business
    requires attention.
  • Try to work toward a consensus. This often takes more time but has the advantage of arriving at creative
    solutions which everyone can live with.


INTEGRATING NEW MEMBERS ON COMMITTEES

Please be sure:

  • Newcomers are made to feel welcome by introducing them to everyone else, being friendly and generally
    making them feel at ease.
  • They understand the role and responsibilities of the committee as a whole and what specific tasks they will
    have.
  • They understand the importance of confidentiality regarding members’ personal information.
  • They have adequate information to participate in discussion and decision-making.
  • To be patient with questions  it takes time for new members to be brought up to the same level of
    information as other members.
  • Not to reject their ideas as having been tried before, aren’t the usual way of doing things or just won’t work
    the committee is always open to fresh ideas.

It is very helpful if a committee member is assigned the task of providing information to the new member  either before or just after the new member’s first meeting – e.g. reviewing the committee’s job description and functions, policies and procedures, and current issues.


COMMITTEE HANDBOOK

Each committee member might like to keep a handbook, consisting of a 3-ring binder with the committee’s job description, policies and procedures, minutes of all committee meetings, a list of committee members with phone numbers and any other information relating to the committee. The handbook provides a place for committee members to store all their material in one place for easy reference; it is also a handy tool for furnishing information to new members.

Board of Directors

Helen’s Court Co-op Handbook
Section 05. Board of Directors


(Adapted from CHFBC’s Guide to the Co-op Act)

Every Co-op has a board of directors that is elected or appointed by the members. The board is the Co-op’s administrative body and acts on the members’ behalf between general meetings.

Duties and responsibilities
As representatives of the membership, directors have the legal right to operate the Co-op. They must manage or supervise the Co-op’s business and affairs. They can use all the powers of the Co-operative to do their job. Sometimes the Co-op’s Rules will limit what the directors can do. These limits must not prevent the directors from doing their job in the way the Act says they must.

Directors work as a group or “board of directors.” No one director has more power than another, not even the chairperson or president. Directors make decisions as a group. Individual directors do not have special powers to act alone. If a director acts alone, but gives an outsider the impression that it is on behalf of the Co-op, then the Co-op may be responsible or liable for the action of that director.

Delegation
Sometimes the board of directors will ask one or more of the directors to perform a special duty. That director is then acting for the board, not alone. Directors who take individual action without permission from the board could be held personally responsible.

Committees of directors
Directors can “delegate” or hand over some of their power or responsibility to committees of directors. They cannot delegate responsibility to committees of members who are not directors, unless the Co-op’s Rules specifically say they can. A committee of directors has all the power of directors to do the job it has been given.

Advisory committees
Directors can ask other committees whose members are not directors to do work for the Co-op. These advisory committees must report their ideas, suggestions and activities to the directors. The directors can accept the committee’s recommendations or suggestions if they think they are good ones.

Directors’ decisions
Directors usually make decisions by resolution. All the directors’ decisions must be recorded in the minutes.                                       

Fiduciary duty
Directors are legally responsible for managing the Co-op. But the Co-op doesn’t belong to the directors—it belongs to the members. As representatives elected by and responsible to the membership, directors must give priority to the interests of the Co-op ahead of their own personal interests. This is called a fiduciary duty. Directors must conduct the business of the Co-op based on certain standards of conduct.

Standards of conduct for directors
Directors (and officers) must follow certain standards of behaviour when they are in office. They must:

  • Act in the best interests of the Co-op (and not in their personal interest or the interests of a small group).
  • Act honestly and fairly.
  • Show care, prudence and skill when doing their job (and get help when needed).
  • Follow the Co-op Act (they must know what is in the Act).
  • follow the Memorandum and Rules of the housing Co-op (they must know what is in these documents).

A housing Co-op cannot give directors or officers permission to act in a way that is different from these standards.

Conflicts of interest
Directors of a Co-op have the power to make decisions that ordinary members usually cannot. Because of this, they may sometimes find themselves in a “conflict of interest”.

What is a conflict of interest?
Conflicts of interest arise when the Co-op enters into a contract or transaction that provides financial gain to a director or officer or to someone or some organization in which the director or officer has a material interest. Not all conflicts are problems. But serious legal problems can develop if the conflicts of interest are not talked about or “disclosed.”

The Co-op Act requires directors to disclose conflicts of interest. The rules on conflict of interest in the Act are fairly narrow. They only relate to financial gain. If there is no financial gain to the director or the director’s family or business, there is no legal conflict of interest. People often misuse the term “conflict of interest”. Be careful that it really is a conflict of interest before naming it so.

It is a conflict of interest when, for example:

  • The Co-op hires a director or the director’s spouse to do work for the Co-op, such as painting vacant units.
  • The Co-op buys goods or services from a company owned by a director.

It is not a conflict of interest, based on the Act’s definition, when, for example, a director votes:

  • To hire a close friend to do work for the Co-op.
  • To appoint the director’s spouse to chair a committee.
  • To terminate the membership of a neighbour when the same director laid the noise complaint that is the reason for termination.

Situations like these could be seen as examples of a director’s bias, bad judgement, poor leadership or unethical conduct. But they are not conflicts of interest as the Act defines them.

Ethical conduct
The conflict of interest requirements of the Act set a modest standard. But that is not all there is to acting honourably, in a way that is worthy of members’ trust. Sometimes it’s hard to tell whether a situation puts a director in a conflict of interest. As a director, this is something to think about before you act. A Co-op community may want to set standards of conduct for directors that expand on what the Act requires.


FUNCTIONS OF A BOARD OF DIRECTORS

(Adapted from material in The Board of Directors Co-operatives, Garoyan and Mohn, and material developed by Homestarts).

The Decision-making Function
Boards of housing Co-ops are elected by the members to plan and coordinate the management of the Co-op within policy guidelines established by the members. The Board makes proposals to the members on policy matters (in by-laws, rules, etc.) and budgets, but power to make the final decision in these areas rests with members. The members in this respect govern the Co-op directly while the Board has responsibilities related to management.

To fulfill its decision making function effectively, the Board must avoid getting bogged down in day-to-day management and operational decisions which can best be handled by committees, individual volunteers or staff who have been delegated responsibilities. If the Board’s energy are diverted from its essential role of planning and coordinating the overall management, the Co-op will suffer from a lack of leadership and direction.

Even when it has the authority to make the final decision, the Board has a responsibility to make sure that the decision-making process is open and collaborative.

The Advisory Function
The Board receives information and proposals from a number of sources within the Co-op and must channel appropriate information and advice to members, committees and staff. It has the responsibility to advise about the following:

  • Problems affecting the organization and possible solutions.
  • The democratic structure and how members can participate effectively.
  • areas where by-laws or policies should be adopted (or amended) and why a particular approach is being
    recommended.
  • Changes in procedures adopted by the Board to guide the operations of the Co-op.

As part of its advisory function, the Board is responsible for ensuring that members, committees and staff have the training and skills that they need to make decisions.

The Trustee Function
The Board’s trustee function require it to juggle many interests and requirements to serve the best long-term interests of the Co-op. In its function as trustee, the Board:

  • Represents the Co-op on all legal matters.
  • Ensures the Co-op complies with all relevant financing agreements and government legislation.
  • Ensures the Co-op does not exceed its lawful authority and that its by-laws are properly adopted, amended, and followed.
  • Assumes the responsibility for ensuring effective financial management.
  • Monitors and appraises the performance of staff and committees.
  • Ensures that the Co-op fulfills its employment obligations to staff.
  • Ensures that the rights of the individual member in relation to the Co-op as a whole are protected and enhanced.
  • Recognizes that the position of director is founded on confidence and good faith.

The Leadership Function
The Board must provide the leadership necessary to guide the Co-op towards its objectives. To fulfill its leadership function, the Board must:

  • Ensure that a clear set of objectives that have the support of the members have been developed for the Co-op.
  • In consultation with the members, develop immediate goals and a plan to achieve the objectives.
  • Work to ensure that there is the opportunity for members throughout the Co-op to share the leadership role.
  • Build Co-op spirit and foster a community atmosphere.
  • Use a problem-solving, cooperative approach in dealing with conflict within the Co-op.

The Perpetuating Function
The Board’s perpetuating function requires it to provide for the continuity and stability of the Co-op beyond the term of office of the current Board. To fulfill this function, the Board must:

  • Provide members with up-to-date information.
  • Strengthen the membership, committees and staff by ensuring that education and training are provided.
  • Ensure long-range planning and forecasting are carried out.
  • Co-operate with other Co-op sector organizations in information exchange.
  • Develop strong links between the Co-op and the surrounding community.
  • Build into its activities a process for ongoing evaluation of the Co-op’s functioning by the Board, staff, committees, and the membership.

Co-op Housing Definitions

Helen’s Court Co-op Handbook
Section 04. Co-op Housing Definitions


Accounts Payable
Money owed by the co-operative to some other party. Bills are accounts payable from the time they are incurred until the time they are paid.

Accounts Receivable
Money owed to the co-operative from any source.

Ad Hoc Committee
A committee appointed or installed for a specific purpose and disbanded when its goal is accomplished.

Annual General Meeting (AGM)
The annual meeting of the members of the co-op at which time the audited financial statements are approved, the auditor is appointed for the coming year and usually elections are held for the Board of Directors. All co-op members are required to attend the AGM.

Arrears
Refers to being behind in the payment of housing charges.

Articles of Incorporation
The legal documents filed at the time of incorporation. The Articles form the definition of the co-operative as a legal and business entity. Helen’s Court Housing Co-op documents are filed at the BC Registrar of Companies.

Assets
Refers to things a person or co-operative owns that have exchange value or can be readily converted into money, such as equipment or property.

Audit
The financial report prepared annually by a certified public accountant. It summarizes the financial condition of the co-op and provides an outside check against fraud and deception. The annual audit is a requirement under the Co-op Association Act.

Bad Debts
Income which is not received from people who fail to pay their monthly housing charges or other fees and which is not receivable (i.e. “written off”).

Board of Directors
Members of the co-operative corporation, elected by the general membership, who are responsible for overseeing the management of the co-op.

Budget
A financial plan prepared once a year for the co-op showing expected income and expenses for the coming year, based on previous experience and plans for the future. The approved budget is the basis for the calculation of the monthly housing charge for each unit.

Building Codes
Government rules and standards governing the construction and operation of buildings to protect resident’s health and safety. BC co-ops are subject to the National Building Code, and the BC Building Code. The city of Vancouver is an exception as it has its own building codes.

Bylaws
The rules established by the members of the co-op to govern the affairs of the organization. The constitutional bylaws concentrate on the basic organizational structure of the co-op. Other bylaws concern themselves with other matters such as occupancy rules. All the bylaws, in order to be legally valid, must be acceptable under the Co-operative Association Act and any other relevant legislation. Bylaws can only be altered or introduced by a vote of members at a properly called general membership meeting.

CMHC
Canada Mortgage and Housing Corporation is owned by the Government of Canada. Its activities are regulated by the National Housing Act (NHA). It loans mortgage money in such a way as to implement government housing policies, as outlined in the NHA.

Contingency
Money collected as part of the housing charges and set aside in a contingency fund to cover shortfalls in income resulting from bad debts, vacancy loss and unforeseen budgetary increases.

Cash Flow
A financial report showing the source and application of funds and whether there will be a shortfall or surplus over a specific period of time.

Co-operative Association Act
The BC legislative act which governs the formation and operation of co-operatives. Copies are available from the Queen’s Printer and various book stores in Vancouver. It can also be viewed online at http://www.bclaws.ca/civix/document/id/complete/statreg/99028_01

CHFBC
The Co-operative Housing Federation of British Columbia. This is the provincial organization of housing co-operatives. CHFBC acts as a lobby group to promote co-op housing. It also provides information, workshops and other resources to BC housing co-ops and individuals.

CHFC
The Co-operative Housing Federation of Canada. This is the national Canadian organization of housing co-operatives located in Ottawa. CHFC acts to promote co-op housing, share information and lobby for better programs.

Depreciation
Three common definitions apply to co-ops:

  1. Loss in value of buildings or equipment due to ordinary wear and tear;
  2. When a large item is purchased, all the money is spent at time of purchase. However, if the item will last more than one year, it is common to recognize part of the purchase as an expense during each year of its estimated useful life. This expense is known as depreciation;
  3. The amount of principal of a mortgage paid off in any year is called depreciation, and the total paid off to date is called the accumulated depreciation.

Fiscal Year
The financial year of the co-operative as established in its bylaws or by resolution and not necessarily the same as the calendar year. Helen’s Court fiscal year is from April 01 to March 31.

Foreclosure
A mandatory transfer of property ownership for failure to make mortgage payments.

Full Occupancy
Situation that exists when no units are vacant.

Housing Charge
The monthly amount paid to the co-op by each unit to cover the costs of operating the co-op. Regular housing charge refers to the amount set by the co-op membership each year as the maximum payable for each unit, before subsidy is applied.

Income Verification
Process of establishing each co-op household’s total income through obtaining appropriate documents such as income tax notice of assessment, confirmation letter from employer, pay cheque stubs, UIC cheque stubs, etc. Income verifications are usually carried out on an annual basis and are required to meet the terms of the co-op’s operating agreement with CMHC.

Initial Funding
The financing needed to start a co-op. Helen’s Court, like most co-ops in Canada, is financed by CMHC, the federal government’s mortgage company.

Interest
The price of borrowed money. Interest is expressed as a percentage and it is paid over and above the actual loan.

Land Lease
Simply the name for a lease related to land. Many co-ops are built on land leased from another party, usually the government. Helen’s Court leases land from the City of Vancouver.

Member
Any person who has officially been accepted as a member of a co-operative, thereby gaining one vote and all the privileges and obligations reserved for members under the Co-op Association Act and the bylaws of their own co-operative. It is the members – on a one member, one vote basis – who collectively own and control the co-op.

Helen’s Court has Principal Members and Associate Members. Both are full members of the co-op. The Principal Member purchases the capital shares (“share purchase”) required to occupy a unit and signs the occupancy agreement. Associate members reside with and are responsible to the Principal Member of their unit.

Mortgage
Most co-ops borrow money from CMHC. As a 56.1 co-op (also known as a Section 95 co-op), Helen’s Court has an insured mortgage which is renewed every 5 years.

Motion
A formal proposal at a meeting which is usually discussed and then decided democratically by a vote.

Non-Profit
When applied to incorporated organizations such as co-operatives the term non-profit means two specific things:

  1. The organization is carried on without the purpose of gain for its members and any profits accumulated must be used in promoting its objects;
  2. If and when the organization dissolves, the remaining assets after all debts are paid must go to similar non-profit or charitable organizations.

However non-profit housing co-operatives do and should try to generate modest surpluses each budget year. The restriction is that this surplus must be spent on meeting housing expenses in the next year or put into reserves or both.

Occupancy Agreement
This is a contract between a co-op member and the co-op as a whole. It outlines both rights and obligations of the members. It protects members from mistakes by the co-op and provides the co-op with a basis for action against members who do not pay their housing charges or meet their other obligations.

Operating Agreement
The contract a co-op must sign with CMHC at the time the co-op receives its mortgage setting out the terms and conditions by which the co-op is to operate.

Operating Costs
The expenses involved in operating a housing project such as heat, hydro, taxes, administration and mortgage payments.

Parliamentary Procedure
Standard rules governing discussion and decision-making in groups which are widely accepted as a method of procedure for making decisions in a fair and democratic manner. Co-ops may use a recognized authority such as Robert’s Rules of Order (American) or Bourinot’s Parliamentary Procedure and Practice (Canadian) or adopt their own simplified rules of order.

Policy
A course of action or way of proceeding which has been voted on and accepted by the membership. Policies provide a basis for consistent and fair decisions.

Quorum
The minimum number of members (or directors) of a co-operative who must, according to organization’s bylaws, be present for the legal transaction of business at a meeting.

Primary Residence
This is a legal term used mainly for Property Tax and Income Tax purposes. The unit where a Helen’s Court Co-op member resides must be their Primary (or main) Residence. Each year, Helen’s Court applies for a Municipal Property Tax grant and each member must sign a document stating that Helen’s Court is their primary residence. If a co-op member owns recreational property, it is considered to be their Secondary Residence (generally, secondary residences are not eligible for property tax grants and are subject to Capital Gains Tax when sold).

Reserves

REPLACEMENT RESERVE is money set aside during each budget year to be used at a later date for replacement of worn out capital items: equipment, appliances, heating, plumbing, etc. CMHC specifies in its operating agreement with the co-op the amount of reserves to be set aside each year until a specific funding level is reached.

MAINTENANCE RESERVE is money set aside to cover normal maintenance expenses if they are both large and occur at regular intervals longer than a year. For example, a co-op might do exterior painting completely every fifth year, rather than 20% each year. In each non-painting year, 20% of the estimated cost should be put into a reserve fund to avoid a large housing charge increase in the painting year.

Share Purchase
A member moving into a unit is required to purchase Capital Shares in the Co-op. At Helen’s Court, there can be only one Shareholding Member per unit. When two or more members are moving together into a unit, they must designate one among themselves as the Shareholding Member, and the others as Associate Members.

Signing Officer
A person (usually an officer of the co-op or a staff person) who is authorized by the bylaws of a co-op to sign cheques or other documents on behalf ot the co-op.

Standing Committee
A permanent committee established to deal with an ongoing concern of a co-op.

Subsidy
An amount of money paid on behalf of a member to the co-op to cover some of the member’s monthly housing charges.

Third Sector
Refers to non-profit and co-operative housing. Private and public housing make up the other sectors.

Vacancy Loss
The financial loss to a co-op caused by unoccupied (vacant) units for which no housing charge is being received.

Work Order
A notification by a member to the appropriate staff or committee of a maintenance item which requires attention.

General Information

Helen’s Court Co-op Handbook
Section 03. General Information


HELEN”S COURT CO-OP QUICK FACTS

  • Helen’s Court Co-operative Housing Association was formed in 1982.
  • Our 44 unit housing co-op was completed and occupied in Spring 1984.
  • Our mortgage will be fully paid by April 1, 2019.
  • The co-op has a land lease with the City of Vancouver until May 31, 2024.

OPERATING AGREEMENT

The Operating Agreement is our contract with CMHC which governs some of our obligations in the management of Helen’s Court. It is necessary for us to follow these set out obligations in order for us to keep receiving funding.

CMHC are insurers of our mortgage, in other words they guarantee our mortgage. If we default on our mortgage payment we break our agreement with CMHC. The corporation would then take over the co-op by appointing a receiver or a trustee, which would hold co-op monies in trust and the Board of the co-op would lose control of its management.

Information in our Operating Agreement with CMHC addresses the following topics:

  • Conditions for receiving subsidy
  • Definitions
  • Calculation of assistance
  • Reduced principal and interest
  • Application of assistance
  • Subsidy surplus fund
  • Housing charges
  • Subsidy breakdown – setting housing charges
  • Declaration of income (56.1) example
  • Definition of income
  • Income-tested members
  • Non-income tested members
  • Tenant
  • Replacement reserve
  • Leases
  • Occupancy agreements
  • Articles of incorporation
  • Mortgage renewal
  • Project management
  • Yearly reporting requirements
  • Breach of agreement
  • Payment in full of mortgage
  • Reconciliation of Section 56.1 assistance
  • Subsidy surplus fund
  • Annual project data report

Copies of the Operating Agreement are available from finance manager Charlie Wyse (Unit #25.)


SECTION 56.1

Helen’s Court comes under the 56.1 agreement of the National Housing Act, now known as Section 95.

Section 95 is a mortgage assistance program, which was originally designed to enable public housing projects and was adapted for co-ops. The purpose of the section is to provide assistance with the payment of the mortgage. CMHC will pay mortgage interest over a baseline of 2%. If the average rate of interest was 7%, the Federal assistance would then be the difference between the actual cost of the mortgage and what the mortgage would cost if the interest rate was 2%.

This program was cancelled by the Federal Liberal government in 1984.

Most of our financial obligations to CMHC are reflected in the Finance committee policy section of the Handbook.

Our mortgage will be fully paid by April 1, 2019.

 

THE LAND (OR GROUND) LEASE AGREEMENT

This is our agreement with the City of Vancouver. The City owns this land–we don’t–which makes the City of Vancouver our landlord.

Our lease agreement includes:

  • The length of our lease
    Payment of property tax
    Agreements re: buildings
    Insurance (commercial property insurance on the buildings)
    Maintenance and management of our buildings
    (for example, shovelling snow and ice off sidewalks according to City bylaws)
    Bankruptcy information

Our lease will expire May 31, 2024.
Copies of the lease are available from finance manager Charlie Wyse (Unit #25.)

 

COOP PRINCIPLES (from CHFBC)

Open membership
Co-ops are open without exception to anyone who needs their services and freely accepts the obligations of membership.

Democratic control
Co-ops are controlled by their members, who together set policy, make decisions and elect leaders who report to them. In primary co-ops each member has one vote.

Economic participation
All members contribute fairly to their co-ops, which they own in common. Co-ops pay a limited return (if any) on money people have to invest to become members. Surpluses are held for the future and used to improve the co-op’s services.

Independence
All agreements co-ops sign with outside organizations or governments should leave the members in control of the co-op.

Co-operative education
Co-ops offer training to their members, directors and staff. Coops tell the public what they are and what they do.

Co-operation among co-operatives
Co-ops work together through local, national and international structures to serve their members.

Community
Co-ops meet members’ needs in ways that build lasting communities within and beyond each co-op.

A housing co-op is…

A business:
Housing complex
Mortgage payments and sound financial management
Maintenance
Safety and security
Short and long-term planning

A community:
Social interaction
Quality of life
Mutual support

A co-operative:
A legal entity
Guided by co-op principles
Volunteer governance structure
The vehicle for the business and community to develop

A well-run housing co-op maintains a balance among these functions.
(Adapted from CHFBC’s Guide to the Co-op Act)


CHAIN OF LEGAL AUTHORITY:

1.
Co-op’s Memorandum and Rules

 

2.
Co-op’s Occupancy Agreement


3.
Co-op Policies


4.
Standing Resolutions


5.
Board and Staff Decisions

 

The Cooperative Association Act is provincial law that governs all co-operatives including housing co-ops. Only the BC Government can change the Act.

Memorandum of Association is an official document that proves a co-op is incorporated as a legal association under the Co-op Act. Changes to the Memorandum must be consistent with the Act.

Rules set out how the co-op will carry on its business. Rules deal with things like how to become a member, membership shares, elections and how meetings will be run. All co-ops must have written Rules. These Rules must be consistent with the Act and the co-op’s Memorandum.

Occupancy Agreement is the lease between the housing co-op and each member. It is Schedule A of the Rules and must be consistent with the Rules. If the Rules and Occupancy Agreement are in conflict then the Rules take priority.

Policies are set by the members or the board of directors. Policies deal with the daily business of the co-op. Most co-ops have policies around parking, pets, maintenance, participation and more.

A co-op can change its policies by a simple majority vote at a general meeting or board meeting.

Policies must be consistent with the Rules and Occupancy Agreement.

Standing Resolutions are decisions made by the board or members that do not need a formal policy. Standing resolutions cannot contradict co-op Policies, Occupancy Agreement, Rules, Memorandum of Association or the Act.

Operating Agreement is a contract with CMHC. The operating agreement covers the conditions of the government funding the co-op receives. The operating agreement is not part of the co-op’s governance framework, but it a binding contract and the co-op must live up to it’s terms. It can not be changed without consent of both parties.

HCC Handbook Section 01: Memorandum

CO-OPERATIVE ASSOCIATION ACT 1979 
MEMORANDUM OF ASSOCIATION
OF
HELEN’S COURT CO-OPERATIVE HOUSING ASSOCIATION

NOTE:  The Memorandum of Association is the objective of the Co-operative, i.e. to provide housing to Cooperative members.

The name of the Association is Helen’s Court Co-operative Housing Association.

The Registered Office of the Association will be situated at 2137 West 1st Avenue, Vancouver, in the Province of British Columbia.

The objects for which the Association is formed are:

(a) promote continuing co-operative housing associations, co-operative building groups and generally to promote improvements to housing conditions in the Province of British Columbia;

(b) To provide housing accommodation of any class or kind to persons, at least the majority of whom are members of the Association, who will occupy the housing accommodation otherwise than as owners and who, if members of the Association, have subscribed for shares of the Association equivalent to the capital value of the unit of accommodation which they occupy or intend to occupy; and without limiting the generality of the foregoing, for that purpose, to own  and to buy, sell, lease, exchange, acquire and dispose of, and to construct, remodel and repair and to operate, manage and maintain lands, buildings and chattels for residential purposes and uses ancillary thereto, for members and other persons to whom the Association provides or intends to provide housing accommodation.

(c) Subject to the Co-operative Association Act 1979, to enter into partnership or joint ventures with, to lend money to, to guarantee or become surety for, the indebtedness or obligations of any corporation organized on a cooperative nonprofit basis.

The objects specified in each paragraph hereof shall in no way be limited by reference to, or inference from, the terms of any other paragraph or the name of the Association, and the Association shall have as ancillary and incidental powers those granted by the Co-operative Association Act 1979 as may be amended from time to time.

  1. d) Save as herein provided
  2. i) no part of the income of the Association shall be payable to or otherwise available for the personal benefit of any proprietor, member or shareholder of the Association;
  3. ii) no part of the assets or property of the Association may be paid or distributed to the members of the Association during the existence of the Association or upon a winding-up or  dissolution;

iii) no dividend shall be paid by the Association in respect of shares;

  1. e) The Association, upon a person ceasing to occupy housing accommodation provided by the Association, may pay to that person;
  2. i) the amount paid on account of shares of the Association.
  3. f) Nothing in this section shall prohibit the Association from paying any bona fide indebtedness and interest thereon to any proprietor, member or shareholder.
  4. g)             
  5. i) no payment made by the Association to a member whether by way of allocation in proportion to patronage, by way of payment of indebtedness or otherwise shall be made by way of shares of the Association to the member;
  6. ii) no payment by a member to the Association by way of rent or for services shall be credited in whole or in part on account of the purchase of shares of the Association.

The liability of the members is limited.

The capital of the Association consists of an unlimited number of shares of Ten Dollars ($10.00) each.

We, the several persons whose names, addresses and occupations are subscribed hereto, desire to be formed into an incorporated association under the above Act, and respectively agree to take the number of shares set opposite our respective names.

DATED this 16th day of September, 1982.