Category Archives: General

Rules

R U L E S  O F
Helen’s Court Co-operative Housing Assoc.

 

(Adopted by the Members on the 24th day February, 2014.
Approved and filed by the Registrar of Companies on the 22nd day of July, 2014.)

Table of Contents


RULE 1 Interpretation
1.1 Definitions
1.2 Cooperative Association Act definitions apply
1.3 Cooperative Association Act governs
1.4 Occupancy Agreement attached as Schedule A

RULE 2 Eligibility for membership
2.1 Principal membership
2.2 Associate membership
2.3 Approval by the Directors
2.4 Eligibility for membership
2.5 Effective date of membership
2.6 Number of shares to be held
2.7 Membership limited to occupants
2.8 Number of Units to be occupied by members

RULE 3 Joint membership
3.1 No joint membership

RULE 4 Withdrawal from membership
4.1 Withdrawal from membership
4.2 Deemed withdrawal of membership by a member
4.3 Withdrawal of membership with the consent of the Directors

RULE 5 Termination of membership
5.1 Grounds for termination of membership
5.2 Conduct detrimental to the Co-op
5.3 Material conditions of the Occupancy Agreement
5.4 Notice of meeting
5.5 Notice of outcome of the meeting
5.6 Notice of appeal of termination
5.7 Appeal of termination
5.8 Confirmation of termination
5.9 Appeal to the Supreme Court of British Columbia
5.10 Court filing fees
5.11 Timing of request for filing fees
5.12 Certain sections of the Act and these Rules do not apply

RULE 6 Miscellaneous matters re: withdrawal or termination of membership
6.1 Possession and occupancy rights
6.2 Refund of amount paid for shares
6.3 No release from debts or obligations
6.4 Withholding of refund

RULE 7 Share structure
7.1 Authorized share structure
7.2 Investment shares

RULE 8 Payment for shares
8.1 Payment for shares
8.2 Calls on unpaid amount of shares
8.3 Interest on unpaid calls
8.4 Notice requiring payment of call

RULE 9 Share certificates
9.1 No Issuing of share certificates

RULE 10 Transfer of shares
10.1 Requirements of instrument of transfer
10.2 Form of transfer
10.3 Effective date of transfer of shares

RULE 11 Transmission of shares
11.1 Procedure on death of a member
11.2 Redemption of shares of a deceased member

RULE 12 Redemption of shares
12.1 Co-op authorized to purchase and redeem its shares
12.2 Redemption of shares on cessation of membership
12.3 Amount paid on redemption
12.4 Lien on shares
12.5 Redemption or sale to satisfy a debt due to the Co-op
12.6 Debt to be satisfied first

RULE 13 Register of members
13.1 Register must be kept and maintained

RULE 14 General meetings of the Co-op
14.1 The Annual General Meeting
14.2 Business of the Annual General Meeting
14.3 Order of business
14.4 Frequency of general meetings
14.5 Calling of special general meetings
14.7 Time and place of general meetings
14.8 Notice of meeting to be given
14.9 Notice must specify
14.10 Notice of special resolution
14.11 Financial statement
14.12 Meeting valid despite failure to give notice
14.13 Requirement for quorum
14.14 Lack of quorum
14.15 Adjournment of a meeting at which quorum is present
14.16 Quorum at an adjourned meeting
14.17 Chair
14.18 If no chairperson
14.19 Recording secretary
14.20 Minutes of meetings
14.21 Persons entitled to be present at general meetings

RULE 15 Voting at general meetings
15.1 Actions to be determined by ordinary resolution
15.2 Chair entitled to casting vote
15.3 Decisions by show of hands or secret ballot
15.4 Declaration of result
15.5 Declaration is proof

RULE 16 Voting rights of members
16.1 Voting rights and restrictions
16.2 Call on shares
16.3 Proxy voting
16.4 Production of evidence of authority to vote

RULE 17 Directors
17.1 Duties of Directors
17.2 Policies
17.3 When policies take effect
17.4 Number of Directors
17.5 Persons disqualified to act as Directors
17.6 Declaration of qualifications to act
17.7 Remuneration

RULE 18 Election, appointment, and removal of Directors
18.1 Election at Annual General Meeting
18.2 Nomination of candidates
18.3 Number of candidates
18.4 Candidates declared elected
18.5 Directors elected according to number of votes
18.6 If two or more candidates receive equal number of votes for last vacancy
18.7 When term of office of Directors ends
18.8 Term of office of Directors
18.9 Further terms of office of Directors
18.10 Effect of vacancy on ability of Directors to act
18.11 Director ceasing to hold office
18.12 Removal of Director
18.13 Validity of acts of Directors

RULE 19 Meetings of Directors
19.1 Regulation of meetings
19.2 Time and place of meetings
19.3 Who may call meetings
19.4 Quorum of the Board
19.5 Meeting valid despite failure to give notice
19.6 Chair
19.7 Voting at meetings
19.8 Minutes of the Directors’ meetings
19.9 Directors must sign in at meetings
19.10 Transaction of business by written resolution

RULE 20 Committees of Directors and advisory committees
20.1 Committees of Directors
20.2 Advisory committees
20.3 Duty of advisory committees appointed by the Directors and members to report to the Directors and members

RULE 21 Officers
21.1 Appointment of officers
21.2 Powers and duties of officers
21.3 Remuneration and term of office of officers
21.4 Removal of an officer from their position

RULE 22 Conflict of interest rules for Directors and officers
22.1 Disclosable interest
22.2 Conflict of interest
22.3 Disclosure of “disclosable interest” or “conflict of interest”

RULE 23 Indemnification of Directors and officers
23.1 Indemnification
23.2 Limitations on the indemnity
23.3 Insurance

RULE 24 Finances
24.1 Security may be required
24.2 Non-disclosure of personal financial information
24.3 Borrowing powers
24.4 Restrictions
24.5 Raising money in an emergency situation
24.6 Other approved levy
24.7 Uniform application of levies
24.8 Levy constitutes a debt due
24.9 Investment powers
24.10 Requirement for auditor
24.11 Restriction on who may be auditor
24.12 Provisions of the Act in respect of the auditor
24.13 Accounting records
24.14 Location of books of account

RULE 25 Dispute resolution
25.1 Initial attempts to resolve the dispute
25.2 Initiating mediation
25.3 Resolving through mediation
25.4 Initiating arbitration
25.5 Resolving through arbitration
25.6 Does not apply to terminations of membership

RULE 26 Notices
26.1 Notices to Directors, members, and other persons
26.2 Notice to the Co-op
26.3 Deemed receipt if sent by mail
26.4 Computation of time

RULE 27 Corporate seal and execution of documents and other instruments
27.1 Corporate seal
27.2 Custody of corporate seal
27.3 Use of the corporate seal
27.4 Execution of documents

RULE 28 Alteration of Memorandum or Rules
28.1 Alteration of Memorandum or Rules

Note on dissolution of the Co-op 


RULE 1 Interpretation


1.1 Definitions

In these Rules:

[a] “Act” means the Cooperative Association Act of British Columbia S.B.C. 1999, c. 28, as amended;

[b] “Co-op” means Helen’s Court Co-operative Housing Assoc.;

[c] “Director” means any one director of the Co-op;

[d] “Directors” means the directors of the Co-op acting collectively as the board of directors;

[e] “Memorandum” means the memorandum of the Co-op;

[f] “Occupancy Agreement” means the form of occupancy agreement attached as Schedule A to these Rules;

[g] “occupancy charge” means the amount due by the member to the Co-op on a monthly basis on account of occupancy of the Unit and as determined by the Co-op under the Occupancy Agreement;

[h] “ordinary resolution” means a resolution of the members of the Co-op that is passed at a duly called general meeting by a simple majority of the total votes cast by the members who are entitled to vote on the resolution, or alternatively, a resolution that is

submitted to all members who are entitled to vote on the resolution and passed by being consented to in writing by three-quarters of those members;

[i] “Rules” means these Rules, as amended or replaced from time to time, including every schedule to these Rules;

[j] “share” means a membership share of the Co-op;

[k] “special resolution” means a resolution of the members of the Co-op that is passed at a duly called general meeting by a majority of two thirds of the total votes cast by the members who are entitled to vote on the resolution, or alternatively, a resolution that is submitted to all members who are entitled to vote on the resolution and passed by being consented to in writing by all of them; and

[l] “Unit” means the residential premises owned or operated by the Co-op for which a principal member has entered into an Occupancy Agreement to occupy on a full-time basis.

1.2 Cooperative Association Act definitions apply

Words that are not specifically defined in these Rules have the meanings assigned to them in the Act.

1.3 Cooperative Association Act governs

If there is a conflict or inconsistency between the Act and these Rules, the Act governs.

1.4 Occupancy Agreement attached as Schedule A

The terms and conditions of the Occupancy Agreement attached as Schedule A to these Rules shall be binding upon each member and the Co-op with respect to the occupancy of the Unit by the member.


RULE 2 Eligibility for membership

2.1 Principal membership

A person who is at least 19 years old may be admitted as a principal member by submitting a written application, a subscription for the purchase of shares of the Co-op (which must not be less than one share), and any required payment for shares, each as set by the Directors from time to time.

2.2 Associate membership

A person who is at least 19 years old who lives or will live in the Unit with a principal member, on a full-time basis as their principal residence, may be admitted as an associate member by submitting a written application and a payment equal to the purchase price of one fully paid share.

2.3 Approval by the Directors

The Directors may, in their discretion, approve or refuse any application for membership or may postpone making a decision about any application for membership.

2.4 Eligibility for membership

Subject to these Rules, eligibility for membership in the Co-operative is open in a non-discriminatory manner to individuals that are able to fulfill the responsibilities and conditions of membership.

2.5 Effective date of membership

Membership is effective on the day the Directors approve the application for membership.

2.6 Number of shares to be held

The Co-op, by special resolution, may change the minimum number of shares a member must hold. If the minimum number of shares is increased by special resolution, each member is deemed to have subscribed for the increased number of shares and must make any required additional payments for the shares.

2.7 Membership limited to occupants

Membership in the Co-op is limited to persons who live in the Unit in the Co-op on a full-time basis as their principal residence, however, the Directors may exempt, in their discretion and upon the terms they see fit, an existing member from the application of this Rule.

2.8 Number of Units to be occupied by members

A minimum of 80% of all Units of the Co-op must be occupied by members of the Co-op, unless the Co-op changes the number of Units by an ordinary resolution.

 


RULE 3 Joint membership

3.1 No joint membership

There shall be no joint membership.

 


RULE 4 Withdrawal from membership

4.1 Withdrawal from membership

A member may withdraw from membership in the Co-op:

[a] by giving to the Co-op at least 60 days’ written notice calculated from the last day of the month in which the notice is given; or

[b] with the written consent of the Directors, by giving less than 60 days’ written notice, and in each case, membership ceases on the last day of the notice period.

4.2 Deemed withdrawal of membership by a member

Unless the Directors determine otherwise, a member will be deemed to have given notice of withdrawal of their membership if the member:

[a] surrenders possession of the Unit;

[b] dies; or

[c] is an associate member and the principal member in the Unit withdraws or the membership of the principal member is terminated, and in each case, notice is deemed to have been given when the event occurs and membership ceases 60 days later.

4.3 Withdrawal of membership with the consent of the Directors

The Directors may consent to withdrawal from membership in the Co-op by a member under any other circumstances where it seems just and equitable to do so and may agree on the date on which membership ceases.

 


RULE 5 Termination of membership

5.1 Grounds for termination of membership

Where a member:

[a] has engaged in “conduct detrimental” to the Co-op;

[b] has not paid occupancy charges or any other money due by the member to the Co-op within a reasonable time after receiving written notice to do so from the Co-op; or

[c] in the opinion of the Directors, based on reasonable grounds,

[1] has breached a “material condition” of the Occupancy Agreement; and

[2] has not rectified that breach within a reasonable time after receiving written notice from the Co-op to do so,

the membership of that member may be terminated by a resolution of the Directors requiring a majority of at least three-quarters of all the Directors and passed at a meeting of the Directors called to consider the resolution.

5.2 Conduct detrimental to the Co-op

Conduct detrimental to the Co-op can include, but is not limited to, such things as:

[a] failure to comply, or failure to ensure compliance by any resident or person visiting the member, with any term or provision of:

[1] these Rules or the Occupancy Agreement; or

[2] any house rule or policy which may be in effect;

[b] causing, permitting, or threatening wilful damage to the property or physical premises of the Co-op or the Unit;

[c] causing, permitting, or threatening violence directed against persons on the Co-op’s property;

[d] unauthorized detention of property of the Co-op; or

[e] causing, permitting, or threatening injury or harm to the reputation of the Co-op.

5.3 Material conditions of the Occupancy Agreement

Material conditions of the Occupancy Agreement are those defined as material conditions in the Occupancy Agreement.

5.4 Notice of meeting

A member of the Co-op whose membership is proposed to be terminated by a resolution of the Directors:

[a] must receive at least seven days’ notice of the meeting at which the resolution is to be considered, together with a statement of the grounds on which the membership is proposed to be terminated; and

[b] may appear, either personally or by or with an agent or counsel, to make submissions at the meeting.

5.5 Notice of outcome of the meeting

Within seven days after the date on which a proposed resolution to terminate the membership:

[a] is withdrawn;

[b] is defeated because it does not receive the required majority of three-quarters of all Directors; or

[c] is passed by the required majority of three-quarters of all Directors,

The Directors must

[d] deliver written notice of the outcome to the member; or

[e] if membership is being terminated for non-payment of rent, occupancy charges or other money due by the member to the Co-op, serve written notice of the outcome on the

member along with a notice setting out the person’s right to appeal the termination to the Supreme Court of British Columbia, as well as copies of such forms as may be prescribed by the Act and the Cooperative Association Regulation, as amended from time to time.

5.6 Notice of appeal of termination

If the Directors resolve to terminate a person’s membership, the person may, unless the person’s membership was terminated for non-payment of rent, occupancy charges or other money due to the Co-op, appeal the termination at the next general meeting of the Co-op by delivering a written notice of appeal to the Co-op within seven days after the date of delivery of the written notice given to the member advising the member of the termination of their membership.

5.7 Appeal of termination

A person whose membership in the Co-op is terminated by the Directors on grounds other than non-payment of rent, occupancy charges or other money due by the member to the Co-op, and who appeals the termination of the membership under Rule 5.6 continues to be a member of the Co-op, despite the resolution of the Directors, unless the members, at the general meeting to which the appeal is brought, confirm the termination of membership:

[a] by a special resolution, if the membership is terminated for the “conduct detrimental” of the member, as described in Rules 5.1 and 5.2; or

[b] by an ordinary resolution, if the membership is terminated for a breach of a material condition of the Occupancy Agreement, as described in Rules 5.1 and 5.3.

5.8 Confirmation of termination

If the members of the Co-op confirm the termination of a person’s membership by the Directors, the Co-op must promptly notify the person with:

[a] a notice that the ordinary resolution or special resolution, as the case may be, confirming the termination was passed by the members; and

[b] a notice as prescribed by the Act, setting out the person’s right to appeal the termination to the Supreme Court of British Columbia, as well as copies of forms as  may be prescribed by the Act and the Cooperative Association Regulation, as amended from time to time.

5.9 Appeal to the Supreme Court of British Columbia

If a person’s membership is terminated, the person may appeal the termination to the Supreme Court of British Columbia, in the manner provided in the Act:

[a] within 30 days after the date on which the notice referred to in Rule 5.5 was served on the person if the membership was terminated for non-payment of rent, occupancy charges or other money due to the Co-op;

[b] within 30 days after the date on which the notice referred to in Rule 5.8 was served on the person if the membership was terminated for any other reason.

5.10 Court filing fees

At the written request of the member appealing the termination, and if the member is not in arrears for any monthly occupancy charge, the Co-op must issue to the member a cheque payable to the Minister of Finance (or to the member for reimbursement), for the amount of the fee required by the Supreme Court of British Columbia to file a notice of appeal of the termination. If there is a dispute between the member and the Co-op respecting the amount of the occupancy charge, then the amount of the occupancy charge for the purposes of this Rule 5.10 must be the amount of that charge that is not in dispute.

5.11 Timing of request for filing fees

The request under Rule 5.10 must be made by the member within ten days after the day the member is served with notice of termination under Rule 5.8. If the member fails to make the request within this time, the Co-op may, but need not, issue the cheque for the filing fee.

5.12 Certain sections of the Act and these Rules do not apply

Sections 156 (i.e. oppression remedy) and 208 (i.e. arbitration) of the Act and Rule 25 of these Rules (i.e. dispute resolution) do not apply to terminations under Rule 5.

 


RULE 6 Miscellaneous matters re: withdrawal or termination of membership

6.1 Possession and occupancy rights

The right of a member, or that of any person residing in the Unit, to possession or occupancy of the Unit is terminated upon withdrawal from membership, termination of membership, or if membership ceases for any other reason.

6.2 Refund of amount paid for shares

Subject to any liens of the Co-op and the right of the Co-op to set off any amounts due to the Co-op by the member, and subject to the provisions of the Act, a person who withdraws from membership, whose membership is terminated, or whose membership ceases for any other reason, is entitled to a refund of the amount the member paid for shares if the member:

[a] and all other residents of the Unit, have vacated the Unit, and

[b] has paid all amounts due by the member to the Co-op.

6.3 No release from debts or obligations

Withdrawal from membership, termination of membership, or cessation of membership for any reason does not release the member from any debt or obligation owed to the Co-op.

6.4 Withholding of refund

The Directors may withhold the refund to which a member may otherwise be entitled until a purchaser satisfactory to the Directors purchases the shares of the member.

 


RULE 7 Share structure

7.1 Authorized share structure

The authorized share structure of the Co-op is set out in the Memorandum.

7.2 Investment shares

The Co-op will not issue investment shares.

 


RULE 8 Payment for shares

8.1 Payment for shares

Membership shares are payable on call and may be forfeited for default of payment. All shares must be paid for in cash.

8.2 Calls on unpaid amount of shares

The Directors may make calls on the members for any of the money unpaid on shares and a call is deemed to have been made at the time when the resolution of the Directors authorizing the call was passed.

8.3 Interest on unpaid calls

If a call is not paid on or before the date set for payment, the member from whom the money is due must pay interest on the unpaid amount of the call at the rate of 8% per year from the date set for payment until the date of payment and the interest that accumulates is a debt due to the Co-op. The Directors may waive payment of any or all of the interest due.

8.4 Notice requiring payment of call

If a member fails to pay a call on or before the date set for payment, the Directors may, at any time after that date, deliver a notice on the member requiring payment within 14 days from the date of service of the unpaid amount of the call together with any interest that has accrued.

 


RULE 9 Share certificates

9.1 No issuing of share certificates

No share certificates shall be issued.

 


RULE 10 Transfer of shares

10.1 Requirements of instrument of transfer

An instrument of transfer of any shares in the Co-op must:

[a] be in writing,

[b] specify the number of shares being transferred, and

[c] be executed and dated both by the transferor and transferee,

[d] and the transferor remains the holder of the shares until the name of the transferee is entered in the register of members.

10.2 Form of transfer

Shares in the Co-op may be transferred in a form approved by the Directors.

10.3 Effective date of transfer of shares

A transfer of shares does not take place until:

[a] a duly executed instrument of transfer and the share certificate, if one was issued, has been delivered to the Co-op;

[b] any lien of the Co-op on the shares has been satisfied;

[c] the transfer has been authorized by the Directors; and

[d] the name of the transferee is entered in the register of members.

 


RULE 11 Transmission of shares

11.1 Procedure on death of a member

The person entitled to the shares of a deceased member, on providing proof satisfactory to the Directors of the death of the member and the person’s entitlement, may:

[a] if the person is not a member but is residing in the Unit as their principal residence on a full-time basis, apply under Rule 2 for membership in the Co-op;

[b] if the person is an associate member, request that the Directors register the shares of the deceased principal member in the name of the associate member;  or

[c] apply to the Directors to redeem the shares.

11.2 Redemption of shares of a deceased member

If the person entitled to the shares of a deceased member does not qualify for membership under Rule 2 or the Directors do not approve the transfer of shares to that person, the Co-op must, subject to the provisions of the Act, redeem those shares by paying to that person, within 90 days of the date on which the person provided the Co-op with proof of their entitlement, the amount paid up on shares.

 


RULE 12 Redemption of shares

12.1 Co-op authorized to purchase and redeem its shares

Subject to the Act, the Co-op may, by a resolution of the Directors, redeem any of its shares at the price and on the terms specified by the resolution.

12.2 Redemption of shares on cessation of membership

Subject to these Rules and the Act, the Co-op must redeem the shares of a person who withdraws from membership, whose membership is terminated, or whose membership ceases for any reason.

12.3 Amount paid on redemption

A member is entitled to the amount paid up on the share on redemption by the Co-op.

12.4 Lien on shares

The Co-op shall have a lien on a member’s shares for a debt or any other amount whatsoever due to the Co-op by the member and the lien will extend to the proceeds of any redemption or sales of the shares.

12.5 Redemption or sale to satisfy a debt due to the Co-op

Despite any other provisions of this Rule, the Directors may, upon 30 days written notice to a member, cause the Co-op to sell or redeem all or a sufficient number of the shares of the member to satisfy the lien of the Co-op.

12.6 Debt to be satisfied first

Upon any sale or redemption of shares, the Directors must apply the proceeds of the sale or redemption in satisfaction of the lien of the Co-op by the member and any surplus or excess from the proceeds will be paid to the member or other person entitled to the shares.

 


RULE 13 Register of members

13.1 Register must be kept and maintained

The Co-op must keep and maintain a register of members which shall contain the following:

[a] the names and addresses of the members, the number of shares held by each member and the amount paid on each share;

[b] the date on which the name of any person was entered in the register as a member; and

[c] the date on which any person ceased to be a member.

 


RULE 14 General meetings of the Co-op

14.1 The Annual General Meeting

The Co-op must hold an Annual General Meeting at least once each calendar year and which meeting must take place not later than four months after the fiscal year end of the Co-op, but the Registrar may approve of the meeting being held on a suitable date close to the date when the meeting ought to have been held.

14.2 Business of the Annual General Meeting

At each Annual General Meeting, and subject to the Act, the following business must be considered:

[a] report of the Directors;

[b] financial statement;

[c] auditor’s report;

[d] election or appointment of Directors; and

[e] appointment of auditor.

14.3 Order of business

The order of business at the Annual General Meeting, to the extent appropriate in the circumstances and subject to the approval of the members at the meeting, must be as follows:

[a] call to order;

[b] approval or variation of agenda;

[c] minutes of preceding meeting to be disposed of;

[d] business arising out of minutes;

[e] financial statements;

[f] report of the auditor;

[g] appointment of the auditor;

[h] report of the Directors and any committees;

[i] election of Directors;

[j] special business, unfinished business, and new business; and

[k] adjournment.

14.4 Frequency of general meetings

In addition to the Annual General Meeting, the Directors must call a general meeting not less than once each year to review the business and operations of the Co-op and any other business as may be brought before the meeting, on a day and at an hour and place determined by the Directors in their discretion.

14.5 Calling of special general meetings

The Directors may call a special general meeting when they think fit and must call a special general meeting when requisitioned to do so in accordance with the Act.

14.6 Order of business at general meetings other than the Annual General Meeting

The Directors may, subject to the approval of the members at the meeting, determine the order of business at a general meeting, other than the Annual General Meeting, which is governed by Rule 14.3.

14.7 Time and place of general meetings

General meetings must be held at the time and place in British Columbia that the Directors specify.

14.8 Notice of meeting to be given

Every member and the auditor must receive:

[a] at least 14 days’ notice of every Annual General Meeting of the Co-op and of every general meeting at which a special resolution is to be proposed; and

[b] at least seven days’ notice of any other type of general meeting.

14.9 Notice must specify

The notice of meeting must specify:

[a] the place, day, and the hour of the meeting; and

[b] the general nature of the business to be considered at the meeting.

14.10 Notice of special resolution

If a special resolution is to be proposed at a general meeting, the notice of the meeting must include the full text of the special resolution. If amendments to the text of the special resolution are reasonably anticipated to be made, the notice of the meeting shall state that amendments may be considered and voted upon by the members at the meeting.

14.11 Financial statement

A copy of the financial statement that is to be placed before the Annual General Meeting must be provided to the members in advance of the date of the meeting.

14.12 Meeting valid despite failure to give notice

The accidental omission to give notice of any general meeting to, or the non-receipt of any notice by, a member or person entitled to receive notice, or any error or omission in the notice does not in itself invalidate any proceedings at that meeting.

14.13 Requirement for quorum

No business, other than the election of a chair and the adjournment of the meeting, may be transacted at any general meeting unless:

[a] a quorum of 1/4 of the members entitled to vote are present in person at the commencement of the meeting; and

[b] at all times not less than nine members are personally present.

14.14 Lack of quorum

If within 60 minutes from the time appointed for a general meeting a quorum is not present, the meeting, unless the notice of meeting specifies otherwise as to adjournment, is dissolved.

14.15 Adjournment of a meeting at which quorum is present

Despite any other provision of Rule 14, the chair of the meeting may, and if so directed by the members must, adjourn a meeting at which quorum is present from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

14.16 Quorum at an adjourned meeting

If the quorum required by Rule 14.13 is not present within 60 minutes from the time appointed for an adjourned meeting, those members present shall constitute quorum, unless the notice specifies otherwise as to quorum.

14.17 Chair

Every general meeting will be chaired by:

[a] the president; or

[b] the vice-president, if the president is absent, unable, or unwilling to chair the meeting, unless the majority of the Directors choose another person, who need not be a member, to be the chair.

14.18 If no chairperson

If there is no such chairperson present within 30 minutes after the time appointed for holding the meeting, the members present at a general meeting must elect a member to chair the meeting.

14.19 Recording secretary

The Directors must appoint a recording secretary, who need not be a member, for the general meetings.

14.20 Minutes of meetings

The minutes of all resolutions and proceedings at a general meeting must be filed in the books provided by the Directors for that purpose.

14.21 Persons entitled to be present at general meetings

The only persons entitled to be present at a general meeting are members, the auditor of the Co-op, and others who are entitled or required under any provisions of the Act or these Rules. Other persons may be admitted to the meeting only on the invitation of the chair or with the consent of the members at the meeting.

 


RULE 15 Voting at general meetings

15.1 Actions to be determined by ordinary resolution

At a general meeting, every motion must be determined by ordinary resolution unless otherwise required by the Act or these Rules.

15.2 Chair entitled to casting vote

In case of an equality of votes, and provided that the chair is a member, the chair of a general meeting is entitled to a second or casting vote.

15.3 Decisions by show of hands or secret ballot

Unless otherwise provided in the Act or these Rules, every motion for a resolution put to a vote at a general meeting is to be decided on a show of hands unless, before the vote is taken, the chair designates, or three or more members request, a secret ballot.

15.4 Declaration of result

The chair must declare to the general meeting the decision on every motion in accordance with the result of the show of hands or the secret ballot, and that decision must be entered in the minutes of the meeting.

15.5 Declaration is proof

Unless a secret ballot is required or demanded, a declaration by the chair of the decision on a motion and an entry in the minutes to that effect, in absence of evidence to the contrary, shall be conclusive evidence of the result.

 


RULE 16 Voting rights of members

16.1 Voting rights and restrictions

Every principal and associate member will have one vote on all matters to be decided by the members.

16.2 Call on shares

A member with an unpaid call on the member’s shares may not exercise any right to vote.

16.3 Proxy voting

There will be no proxy voting.

16.4 Production of evidence of authority to vote

The chair of any meeting may, but need not, inquire into a person’s entitlement to vote at the meeting and may make a determination as to the person’s entitlement to vote.

 


RULE 17 Directors

17.1 Duties of Directors

The Directors must manage or supervise the management of the business of the Co-op in accordance with the responsibilities, duties, and powers set out in the Act, the Memorandum of the Co-op and these Rules and may exercise all the powers of the Co-op that are not required by the Act or the Rules to be exercised by the members.

17.2 Policies

The Directors may propose policies with respect to:

[a] the operation and maintenance of the Co-op; and

[b] the conduct of members and other persons in relation to the use and enjoyment of the Co-op and its property including the residential premises operated by the Co-op.

17.3 When policies take effect

The policies do not take effect until approved by an ordinary resolution at a general meeting.

17.4 Number of Directors

The number of Directors may be set, increased, or reduced from time to time in a general meeting, but at all times, the number of Directors will not be less than three and unless otherwise determined will be nine.

17.5 Persons disqualified to act as Directors

No person is qualified to become or act as a Director who is:

[a] under the age of 18 years;

[b] found by a court, in Canada or elsewhere, to be incapable of managing their own affairs;

[c] an undischarged bankrupt;

[d] convicted of an offence in connection with the promotion, formation, or management of a corporation or of an offence involving fraud;

[e] not a member of the Co-op;

[f] employed by the Co-op in any office except that of manager, financial manager, secretary or treasurer;

[g] indebted to the Co-op and the indebtedness remains unpaid for more than 60 days unless payment is being made in accordance with a plan approved by the Directors; or

[h] a person whose office as Director would be vacated under any provision of Rule 18.11.

17.6 Declaration of qualifications to act

Before standing for election or appointment to serve as a Director, every person must declare in writing or in person at the meeting at which the election or appointment takes place that they consent to serve as a Director and that they are qualified to act as a Director.

17.7 Remuneration

Directors will serve without remuneration and a Director must not receive, directly or indirectly, any profits from their position as Director but, in accordance with policies approved by the members, a Director may be paid reasonable expenses incurred in the performance of their duties as Director.


RULE 18 Election, appointment, and removal of Directors

18.1 Election at Annual General Meeting

At every Annual General Meeting, the Directors will be elected to fill the vacancies of Directors whose terms are expiring and any other vacancies as may then exist.

18.2 Nomination of candidates

A member may nominate a candidate for Director, or a member may volunteer to be a nominee for Director, either before or at a meeting at which Directors are to be elected.

18.3 Number of candidates

If the number of candidates in an election for Directors exceeds the number to be elected at the election:

[a] there must be an election by secret ballot.

18.4 Candidates declared elected

If the number of candidates in an election for Directors is equal to or less than the number of Directors to be elected, subject to the minimum number of Directors required by these Rules, those nominated are declared elected and no election is required.

18.5 Directors elected according to number of votes

In an election for Directors, the chair must declare elected the candidates who received the highest number of valid votes up to the number of Directors to be elected.

18.6 If two or more candidates receive equal number of votes for last vacancy

If two or more candidates receive an equal number of votes for the last vacancy on the Board, those candidates may agree on who will fill the vacancy, but if they cannot agree, the members will immediately hold a run-off election, by secret ballot, between those candidates, in which case, if the run-off election results in a tie vote, the last vacancy shall be decided by lot.

18.7 When term of office of Directors ends

The term of office of a Director ends at the end of the Annual General Meeting at which a replacement is to be elected.

18.8 Term of office of Directors

In the election of Directors:

[a] held at the first Annual General Meeting after these Rules come into effect, half of the Directors (rounded up in the case of an odd number of Directors) must be elected for a term of two years and the remainder must be elected for a term of one year; and

[b] held at each subsequent Annual General Meeting, the Directors must each be elected for a term of:

[1] one year, if the Director is completing the term of a Director who vacated their office in the first year of their two-year term; or

[2] two years, in a manner to ensure that no more than a simple majority of Directors is elected for a term of two years at any Annual General Meeting.

18.9 Further terms of office of Directors

A Director must not serve as such for greater than a continuous period of four years, unless an additional term not to exceed two years is approved by an ordinary resolution of members, and the Director may again serve after an absence of at least one year.

18.10 Effect of vacancy on ability of Directors to act

Despite any vacancy on the Board, the continuing Directors,

[a] if and so long as the number of continuing Directors constitutes a quorum of the Board, may continue to function without filling the vacancy or may appoint a qualified member to fill the vacancy or may call a general meeting and hold a by-election to

fill the vacancy, which new Director in either case will hold office for the balance of the term of the vacating Director, or

[b] if the number of continuing Directors does not constitute a quorum of the Board, may appoint qualified members as Directors for the purpose of increasing the number of Directors for the sole purpose of calling a general meeting in order to hold a by-election by secret ballot to fill the vacancy.

18.11 Director ceasing to hold office

A Director of the Co-op will cease to hold office if:

[a] the term of office of that Director expires in accordance with the Act or these Rules;

[b] the Director is removed in accordance with Rule 18.12;

[c] the Director dies;

[d] the Director resigns in writing;

[e] the Director ceases to be qualified under any provision of Rule 17.5;

[f] the Director ceases to be a member;

[g] the Director ceases to live in the Unit on a full-time basis as their principal residence;

[h] the Director is absent from three consecutive regular meetings of the Directors without the consent of the Directors;

[i] the Director holds any office of profit under the Co-op, except that of manager, financial manager, secretary or treasurer;

[j] the Director is a shareholder, Director, or employee of a corporate entity with whom the Co-op considers entering into or has entered into a contract, unless the Director complies with the provisions of Rule 22; and

[k] the Director considers entering into or has entered into a contract directly with the Co-op, unless the Director complies with the provisions of Rule 22.

18.12 Removal of Director

A Director may be removed before the expiration of the Director’s term of office by a special resolution. The Director, if any, who is to fill the vacancy, must be elected by the members at a general meeting.

18.13 Validity of acts of Directors

Every act of a Director of the Co-op is valid, despite any defect in the Director’s appointment, election, or qualification.

 


RULE 19 Meetings of Directors

19.1 Regulation of meetings

Subject to the Act and these Rules, the Directors may meet together to conduct business, adjourn, and otherwise regulate their meetings, as they consider appropriate.

19.2 Time and place of meetings

Meetings of the Directors must be held at the time and place in British Columbia that they determine is appropriate, and if they don’t determine the time and place, the president or any two Directors may make that determination.

19.3 Who may call meetings

The president may, and the secretary of the Co-op on the written request of three Directors must, call a meeting of the Directors at any time.

19.4 Quorum of the Board

The quorum necessary for the transaction of business may be fixed by the Directors, and unless so fixed shall be five.

19.5 Meeting valid despite failure to give notice

The accidental omission to give notice of any meeting of the Directors to, or the non-receipt of any notice by, a Director does not in itself invalidate any proceedings at that meeting.

19.6 Chair

Every meeting of the Directors will be chaired by:

[a] the president; or

[b] the vice-president, if the president is absent, unable, or unwilling to chair the meeting, unless the majority of the Directors choose another person, who need not be a member, to be the chair.

19.7 Voting at meetings

Questions arising at any meeting of the Directors are to be decided by a majority of votes, unless the Act or these Rules require otherwise, and in the case of an equality of votes, and provided that the chair is a member, the chair of the Directors’ meeting is entitled to a second or casting vote.

19.8 Minutes of the Directors’ meetings

The Directors must cause minutes of the following to be filed in books provided for the purpose:

[a] all appointments of officers made by the Directors;

[b] the names of the Directors present at each meeting of Directors or of any committee of Directors; and

[c] all resolutions and proceedings at all meetings of the Directors, or any committee of Directors.

19.9 Directors must sign in at meetings

A Director who is present at a meeting of the Directors or of a committee of Directors must sign their name in a book kept for that purpose, but a failure to sign does not invalidate the meeting.

19.10 Transaction of business by written resolution

A resolution of the Directors signed by all Directors shall have the same force and effect as if passed at a duly constituted meeting of the Directors and the signed resolution must be kept with the minutes of proceedings of the Directors.

 


RULE 20 Committees of Directors and advisory committees

20.1 Committees of Directors

The Directors may delegate any of their powers to committees consisting of a member or members of the Directors as they think fit and any committee to whom powers are delegated shall, in the exercise of its powers so delegated, conform to any policies that may be imposed by the Directors and must keep the records required of them under Rule 19.8.

20.2 Advisory committees

The Directors and the members in general meeting may appoint advisory committees consisting of a member or members of the Co-op and may assign duties and responsibilities to those committees that are not inconsistent with the Act and these Rules and may make policies governing their conduct.

20.3 Duty of advisory committees appointed by the Directors and members to report to the Directors and members

Advisory committees appointed by the Directors and members report to, and serve at the pleasure of, the Directors and members, and must cause minutes of the following to be filed in books provided for the purpose:

[a] the names of those present at each meeting of the advisory committee; and

[b] all proceedings at all meetings of the advisory committee, and those minutes must be made available to the Directors and members on request.

 


RULE 21 Officers

21.1 Appointment of officers

The Directors must appoint, by resolution, a president, a vice-president, a treasurer, and a secretary of the Co-op from among the Directors.

21.2 Powers and duties of officers

Subject to the Act, the Directors may specify the powers, duties, and responsibilities of the officers, and may vary, add to, or limit the powers, duties, and responsibilities of any officer.

21.3 Remuneration and term of office of officers

Officers will serve without remuneration and the term of office of an officer will be determined by resolution of the Directors.

21.4 Removal of an officer from their position

The Directors, at their discretion, may remove any officer from their position by a resolution of the Directors.

 


RULE 22 Conflict of interest rules for Directors and officers

22.1 Disclosable interest

A Director or officer holds a “disclosable interest” in a contract or transaction if:

[a] the contract or transaction is material to the Co-op;

[b] the Co-op is or proposes to become a party to the contract or transaction; and

[c] the Director or officer has a material interest in the contract.

22.2 Conflict of interest

A Director or officer of the Co-op is in a “conflict of interest” if that person holds any office or possesses any property or right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that person’s duty or interest as a Director or officer.

22.3 Disclosure of “disclosable interest” or “conflict of interest”

A Director or officer of the Co-op must disclose and the Co-op must approve the nature and extent of any disclosable interest held by that person or any conflict of interest in which that person is involved in the manner set out in the Act.

 


RULE 23 Indemnification of Directors and officers

23.1 Indemnification

Subject to the provisions of the Act and to Rule 23.2, the Directors must cause the Co-op to indemnify a person who is or was a Director or officer of the Co-op, as well as the person’s heirs and personal representatives, against all costs, charges, and expenses whatsoever, including legal fees and any amount paid to settle any action or proceeding or to satisfy any judgment in respect of any threatened, pending or completed civil, criminal or administrative action or proceeding to which the person is or is threatened to be made party by reason of the person being or having been a Director or officer of the Co-op.

23.2 Limitations on the indemnity

The Director or officer must not be entitled to be indemnified under Rule 23.1 if, in relation to the subject matter of the proceeding referred to in that Rule, that person did not act honestly and in good faith with a view to the best interests of the Co-op or in the case of a proceeding that is not a civil proceeding, that person did not have reasonable grounds for believing that his or her conduct in respect of which the proceeding was brought was lawful.

23.3 Insurance

The Directors may cause the Co-op to purchase and maintain insurance for the benefit of a Director or officer of the Co-op or the heirs or other legal representative of the Director or officer against any liability that may be incurred by reason of the Director or officer being or having been a Director or officer of the Co-op.

 


RULE 24 Finances

24.1 Security may be required

Every Director, officer, member, or employee of the Co-op having receipt or charge of money must, before entering upon their duties, give such security as may from time to time be deemed necessary by the Directors.

24.2 Non-disclosure of personal financial information

Every Director, officer, member, agent, or employee of the Co-op must not disclose personal financial information pertaining to a member, prospective member, or tenant to any person except:

[a] Directors, officers, committees, employees, agents, managers, or advisors of the Co-op for use in connection with their official duties;

[b] those legally entitled to the information; and

[c] at a general meeting at which a member is appealing a decision of the Directors of the Co-op to terminate the member’s membership and a ground of termination is the failure of the member to pay money due to the Co-op or a breach of a material condition relating to financial information to be provided to the Co-op.

24.3 Borrowing powers

The Directors may, at their discretion, raise or borrow money for the purposes of the Co-op, on behalf of the Co-op, and secure payment thereof in any manner which they see fit, whether by charge upon any or all of the assets of the Co-op, both real or personal, present or future, or otherwise.

24.4 Restrictions

If any security proposed to be given in the exercise of the borrowing powers described in Rule 24.3 is intended to charge the whole or substantially the whole of the undertaking of the Co-op, the borrowing power must not be exercised by the Directors without the authority of a special resolution.

24.5 Raising money in an emergency situation

Notwithstanding Rule 24.6, the Directors from time to time, if in their opinion an emergency exists for which additional funds are required, may levy and collect an additional sum from each member to raise the additional funds to meet the emergency and the same must be payable by the member upon notice to the member.

24.6 Other approved levy

If the members of the Co-op, by ordinary resolution at a general meeting of the Co-op, approve a levy to raise additional funds for any purpose, the Directors may levy and collect an additional sum from each member and the same must be payable by the member upon notice to the member.

24.7 Uniform application of levies

All levies under Rule 24.5 and Rule 24.6 shall apply uniformly to all members without preference, but may be prorated in accordance with the number of shares for which the member has subscribed.

24.8 Levy constitutes a debt due

Upon notice to a member of the levy under Rule 24.5 or Rule 24.6, the same shall constitute a debt due from the member to the Co-op payable on demand.

24.9 Investment powers

The Directors must invest and deal with any part of the funds of the Co-op in such manner as they think fit provided that the Directors must not invest any part of the funds of the Co-op other than:

[a] in a security or class of securities in which trustees are permitted to invest trust funds under the Trustee Act, or

[b] by deposit in a savings institution in which deposits may be made by trustees under the Trustee Act.

24.10 Requirement for auditor

An auditor or firm of auditors, meeting the qualifications provided in the Act, must be appointed by the Co-op by ordinary resolution at every Annual General Meeting, but if an appointment is not made at that meeting, the auditor in office continues as auditor until a successor is appointed.

24.11 Restriction on who may be auditor

No Director, officer, or member of the Co-op may be appointed or may act as auditor.

24.12 Provisions of the Act in respect of the auditor

The Co-op must comply with the other provisions in respect of the auditor as set out in the Act.

24.13 Accounting records

The Directors must cause accounts to be kept in accordance with the Act.

24.14 Location of books of account

Subject to Rule 24.2, the books of accounts must be kept at the registered office of the Co-op, but may be kept at such other place or places as the Directors see fit, and shall at all reasonable times be open to the inspection of the Directors and members.

 


RULE 25 Dispute resolution

25.1 Initial attempts to resolve the dispute

Any member having a dispute with another member of the Co-operative may first attempt to resolve the dispute with the other parties to the dispute.

25.2 Initiating mediation

If the dispute cannot be resolved by the parties involved, a member wishing to initiate a resolution of the dispute may submit the dispute in writing to the Directors.

25.3 Resolving through mediation

Upon receipt of the written dispute, the Directors, or a mediation committee duly appointed by the Directors, must review the dispute and may try to promptly resolve the dispute as mediators.

25.4 Initiating arbitration

If the dispute is not resolved to the satisfaction of the parties, the Directors may, but need not refer the matter to an arbitration committee consisting of three persons, being a member appointed by each party and a chairperson, who need not be a member, who is mutually agreed upon by those two persons.

25.5 Resolving through arbitration

The decision of the arbitration committee shall be final and binding on all parties and may be enforced on application to the Supreme Court of British Columbia.

25.6 Does not apply to terminations of membership

None of the provisions of this Rule 25 apply to the termination of the membership of a member under Rule 5.

 


RULE 26 Notices

26.1 Notices to Directors, members, and other persons

Any notice or document under these Rules to be given to or served upon a Director, member, or any other person must be in writing and is sufficiently given if it is:

[a] delivered personally;

[b] placed in a mail receptacle at or on the principal entrance to the Unit or placed through or affixed to the principal entrance to the Unit;

[c] delivered or mailed by prepaid mail to the person’s last known address, as recorded in the Co-op’s register of members or other record of the Co-op; or

[d] sent to the person by facsimile transmission to a telephone number provided by that person for that purpose.

 


26.2 Notice to the Co-op

Any notice or document under these Rules to be given to or served upon the Co-op must be in writing and is sufficiently given if it is:

[a] delivered to the registered office of the Co-op;

[b] mailed by registered mail to the registered office of the Co-op as recorded under the Act; or

[c] personally served on a Director of the Co-op.

26.3 Deemed receipt if sent by mail

A notice or document may be delivered or served by addressing, prepaying and mailing the notice or document by ordinary mail, and shall be deemed received on the second day, Saturdays, Sundays, and holidays excepted, after the date of mailing.

26.4 Computation of time

In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving notice must be excluded and the date of the meeting or other event must be included.

 


RULE 27 Corporate seal and execution of documents and other instruments

27.1 Corporate seal

The Directors may provide a seal for the Co-op and may determine its form.

27.2 Custody of corporate seal

The Directors must provide for the safe custody of the seal, which may be stored at the registered office of the Co-op or kept at such other place or places as the Directors see fit.

27.3 Use of the corporate seal

The impression of the seal on any document or instrument must be attested by the signatures of any two Directors or other persons as determined by resolution of the Directors.

27.4 Execution of documents

Documents and other instruments may be executed by the Directors or other persons so authorized without the impression of the seal.

 


RULE 28 Alteration of Memorandum or Rules

28.1 Alteration of Memorandum or Rules

Amendments to the Memorandum and the Rules of the Co-op must be in accordance with the Act and these Rules.


Note on dissolution of the Co-op

The existing dissolution provision, Rule 68, filed and registered the 6th day of December, 1982, remains in force under section 173 of the Cooperative Association Act.

Reproduced here for reference only:

Rule 68 Dissolution

In the event of dissolution of the Association, for whatever reason and in whatsoever manner, no part of the assets remaining after the discharge of payment of all obligations, liabilities and debts including payment of the amount actually paid up on account of shares of the Association shall be distributed or paid to any member of the Association.

In the event of the winding up or dissolution of the Association, for whatever reason and in whatsoever manner, or if the members of the Association take proceedings to surrender the Certificate of Incorporation, of the Association, the whole of the surplus remaining after the discharge in payment of all obligations, liabilities and debts of the Association shall be paid over to a trust company incorporated under the laws of British Columbia or of Canada, or to a central credit union incorporated under the Credit Union Act of British Columbia, or to a non-profit corporation incorporated under the laws of British Columbia having among its objects the encouragement, promotion, maintenance or improvement of housing conditions in British Columbia, as the directors of the Association may designate by resolution or if the directors shall fail to designate then to a trust company or central credit union or non-profit corporation designated by the Superintendent of Co-operatives upon the condition that any surplus so paid over shall be used for the purpose of encouraging, developing, establishing or maintaining co-operative housing or improvements in housing conditions in the Province of British Columbia, in such a manner or means as the trust company or central credit union or non-profit corporation may determine and whether by way of loan, guarantee, grant or donation.

 

 

 

Finance Committee

Helen’s Court Co-op Handbook
Section 08. Finance Committee


The Finances of Helen’s Court Housing Co-op are the responsibility of the Board of Directors. The Board of Directors, in turn, is advised by a volunteer Finance Committee and a paid Finance Manager. The Committee is composed of at least 4 general members and is chaired by the Treasurer who is also a member of the Board. The Finance Manager attends all meetings of the Finance Committee. The Finance Committee meets at minimum 10 times per year (monthly), with a summer break) reports to the Board of Directors once a month, and reports to the members at least once a year. Interested members are always invited to join the Finance Committee.


INTERPRETATION

Terms not defined in the Finance Committee Policy & Procedures should be interpreted as they are defined in the Rules of Helen’s Court Co-operative Housing Association (the “Rules”) and the Occupancy Agreement (Schedule A to the Rules).

If there is a conflict or inconsistency between the Rules, the Occupancy Agreement and this Policy, the Rules and Occupancy Agreement govern (s. 7.02 of the Occupancy Agreement).


PURPOSE OF FINANCE COMMITTEE

  • To advise the Board of Directors on financial matters as requested.
  • To review the monthly income and expenditures of the Co-op to ensure financial responsibility, and report their findings to the Board.
  • To inform Co-op members about financial policies and procedures.
  • To facilitate the assessment and collection of occupancy charges.
  • To ensure fulfillment of the obligations set out in the Operating Agreement between the Co-op and Canada Mortgage and Housing Corporation (CMHC).
  • To assist the Board with long-term financial forecasting.

SHARE CAPITAL

A member moving into a suite is required to purchase Shares in the Co-op. When two or more members are moving together into a suite, they must designate one among themselves to be the Principal (or main shareholding) member.

The required Shares purchase for each suite is equal to twice the regular (maximum) housing charge at move-in for that suite. Shares purchase is due and payable in full upon move-in. The Co-op retains its Share Capital on deposit at a financial services institution and uses the interest earned to pay some of the expenses of operating the Co-op. With the approval of the members, the Co-op will occasionally borrow money from Share Capital to buy property improvements.

When a member moves out of the Co-op, the Shares purchase is returned except for any money that the member owes the Co-op for damage or unpaid occupancy charges. No interest is paid to the member for Shares.


BUDGET

The Co-op’s fiscal year runs from April 1st until March 31st. In February of each year, the Finance Manager and the Finance Committee prepare a budget based on their predictions of how much money the Co-op will need during the next fiscal year. The budget then goes to the Board for further discussion. Finally, the budget is presented to the members for approval during a general meeting. At any time during this process, other Committees and members are asked to submit budget proposals.


OCCUPANCY CHARGES

Each household is required to pay a portion of the operating expenses of the Co‑op. The occupancy charge is made up of a housing charge (the “Housing Charge”), a utilities charge and other permanent or temporary fees as may be deemed necessary and passed by the membership. The amounts of these charges are maximum housing charges (the “Maximum Housing Charges”) and they are set every year during the budgeting process.

The goal in setting monthly Housing Charges is to collect enough money to pay all the bills. Since Housing Charges must be set in advance (usually for a year at a time) the Co‑op must determine in advance what the expenses for the coming year will be. This is done by preparing a budget. In the budget are listed all the types of expenses which the Co‑op faces. Based on past experience, the rate of inflation, consultation with suppliers and other sources, the Co‑op estimates what each item is likely to cost in the coming year. The total of all the items indicates the total revenue needed. From that total are subtracted any sources of revenue other than  Housing Charges. The remaining revenue required is the total amount of Housing Charges which must be collected. This amount is then divided up among the membership according to the size and type of unit which they occupy.


CALCULATING YOUR HOUSING CHARGE TO DETERMINE ELIGIBILITY FOR SUBSIDY

Every member is required to pay the Maximum Housing Charge for their unit, except when the member is eligible for assistance in the form of an income tested subsidy (the “Subsidy”). Eligibility for the Subsidy is determined by the Finance Committee on a case-by-case basis and is exclusively based on the total income of all income earners who live in the unit.

The Co-op receives income-tested assistance from the federal government through CMHC each month until April 1, 2019.

In order to determine if a member is eligible for Subsidy, the Housing Charge applicable specifically for that unit needs to be calculated (the “Calculated Housing Charge”). The Calculated Housing Charge for your unit is calculated as 30% of the taxable income of all income earners who live in your unit (line 260 of income tax forms), minus $2 per month per child. If the Calculated Housing Charge for your unit is less than the Maximum Housing Charge for this unit, you may apply to the Co‑op for the Subsidy.

The application for Subsidy must be submitted to the Finance Committee and supported with the documents listed below. If approved by the Finance Committee, the Subsidy will be provided for the next 12 months (with exceptions) and the Housing Charge for your unit will be adjusted (the “Adjusted Housing Charge”).

The Adjusted Housing Charge can’t be less than one-half of the Maximum Housing Charge for the unit, with the following exception: The Adjusted Housing Charge for appropriately housed members receiving BC Benefits or Income Assistance is equal to the maximum shelter allowance for which the household qualifies (the “Shelter Portion”), minus a government-supplied $30 phone allowance, at the member’s request, plus the current Housing Charge percentage of the verified taxable income of any income earners living in the unit, up to the Maximum Housing Charge for this unit.

An over housed member must pay the Maximum Housing Charge for the unit, regardless of income or income source, with the exception of the following:

  • Members/family members qualifying for bereavement status (see Membership Policy)
  • Over housed members receiving Income Assistance or BC Benefits experiencing difficulty finding a roommate for one month per calendar year (see Membership Policy). These members may apply to the Finance Committee for subsidy for that one-month to the level of their Shelter Portion instead of half the Regular HC.

Over housed Members who receive BC Benefits or Income Assistance must pay the Maximum Housing Charge.

Additional information on calculating the Calculated Housing Charge for your unit:

When adding up the incomes of the family members in your unit, include only the first $900 per year of income earned by family members other than the Principal member and his/her spouse (common-law or married).

If you are a single parent solely paying for a unit’s occupancy charge, or a family with children in which both spouses are working, deduct $75 per month ($900 per annum) from your income before calculating your housing charge.

Self‑employed people who deduct a portion of the occupancy charge at Helen’s Court as a business expense when calculating taxable income must add this amount back to income before calculating the housing charge to determine eligibility for Subsidy.


PAYING YOUR OCCUPANCY CHARGE

Each month, a cheque, post-dated to the 1st, is due on the 25th of the month preceding the month that cheque is to cover. Make cheques payable to Helen’s Court Housing Co-op. They should be given to the Finance Manager. The Finance Committee requests a series of post-dated cheques for a six-month period to simplify procedures.

Members may also transfer money electronically to Helen’s Court upon arrangement with the Finance Manager. If a member does not have a chequing account, money orders and bank drafts are accepted. Payments in cash are not recommended and are at your own risk.


VERIFICATION OF INCOME

NOTE: NO VERIFICATION – NO SUBSIDY

In accordance with our Agreement with CMHC, all members who require income-tested subsidy must provide documentation, in one or more of the following forms:

  • Notice of Assessment from Revenue Canada.
  • T4 slips, T5 slips, etc.
  • Confirmation letter from employer stating gross wages or annual salary, and any overtime pay expected for the period.
  • Pay cheque stubs which show a specified time period.
  • Employment Insurance cheque stubs.
  • Income Assistance cheque stub.
  • Confirmation letter from Income Assistance case worker stating shelter allowance receivable.
  • Old Age Security, Canada Pension Plan and other pension benefit cheque stubs.
  • Satisfactory documentation in the cases of other income (i.e. child support or alimony, interest or investment income) as agreed upon by the Board of Directors and the Finance Committee.
  • Financial statement or proof of income from a qualified accountant or bookkeeper for self-employed persons.
  • Statutory declaration sworn before a Notary Public, if the above are unavailable. Statutory declaration will only be accepted in extreme cases where it is impossible to obtain any other form of verification.

For the purposes of calculating occupancy charges, income is considered on an annual basis. For members not paying the maximum housing charge for their unit, ANNUAL proof of income must be submitted in order that housing charges be assessed and subsidy allocated fairly.

For cases in which income fluctuates, adjustments may be made on a three-month or one-month basis, with a review annually for verification.

Regardless of how housing charges are assessed, each person receiving subsidy must supply to the Co-op the annual Notice of Assessment sent to them by Revenue Canada.


CONFIDENTIALITY

The Finance Committee will treat members’ financial information as confidential to the committee, the Finance Manager and to the Board of Directors, to be used solely for the purposes of assessing occupancy charges and official audits.


CHANGING YOUR HOUSING CHARGE

It is the member’s responsibility to inform the Finance Committee and the Finance Manager when changes in their household income affect the Housing Charge for their unit. Please provide notification and documentation of any changes by the 15th of the month, to give the Finance Committee sufficient time to assess your application.  Remember, the member must provide documentation to receive the Subsidy.  No verification, no Subsidy.

Members are reminded of their income and household composition reporting requirements under the Occupancy Agreement:

4.13 The Member acknowledges rent supplement, assistance or subsidy may be paid by federal, provincial or municipal agencies or authorities to the Co-op with respect to members who meet and comply with the criteria and requirements established by the agencies or authorities for rent supplement, assistance or subsidy. The Member must provide verification of household income and any other proof or information required by the Directors to substantiate eligibility of the Member to receive rent supplement, assistance or subsidy. The Member must report increases in income or other changes in household composition. The Member authorizes the Co-op to forward to any such agency or authority all verification of income and other information.

4.14 If the Member fails to comply with Subsection 4.13, the Directors may, in their sole and absolute discretion, increase the Housing Charge, to be assessed retroactively to the effective date of the Member’s failure to comply and the assessed amount shall be payable in full by the Member to the Co-op immediately upon written notice to the Member.


UTILITIES CHARGE

Utilities charges, including heat and hot water costs, are added to your housing charge for a sum total occupancy charge. The monthly utilities charge is $14 per one bedroom suite, $17 per two bedroom suite, and $21 per three bedroom suite. Households receiving Income Assistance as their sole source of income do not pay this charge.

Other utilities such as gas, domestic electricity, water, sewer and garbage collection are covered by your housing charge.


INSURANCE DEDUCTIBLE CHARGES FOR MEMBER-MEDIATED DAMAGES

Members are fiscally responsible for damage they cause to Co-op property. For this reason, it is strongly recommended that Members carry both contents and (at least one million dollars of) liability insurance. Members without liability insurance who cause damage to Co-op property are required to pay a portion or all of the Co-op’s insurance deductible (up to $5,000). The BOD will assign the responsibility and amount of the deductible payment on case-by-case basis.


SUBLETTORS

Sublettors are not eligible for Subsidy. For every month that a unit is occupied by sublettors, the Co-op must receive the Maximum Housing Charge for that unit.


ARREARS

Arrears are unpaid and overdue debts to the Co-op. If any housing or occupancy charge, share installment or other debt due to the Co-op is not paid by the required date, the member is in arrears. When a member’s cheque is returned (NSF), the member is in arrears.

In general, each member’s financial information is treated as confidential by the Finance Committee, Finance Manager and the Board of Directors, in accordance with the BC Personal Information Protection Act (PIPA). Arrears, however, are treated like any other unpaid and overdue debts to the Co-op and are not confidential information.

When the Finance Committee meets each month, it will consider each member who is in arrears. If the member has previously made an agreement with the Finance Committee or the Board of Directors to pay the arrears, and the conditions are being met, no further action will be taken.

If the member’s payment is not forthcoming by the 10th of the month and the member has not

approached the Finance Committee with a written explanation and a payment plan, or if the member is not meeting the conditions of their arrears payment agreement, then that member is in breach of the terms of the Occupancy Agreement with the Co‑op and could face eviction.

The Finance committee will take the matter up with the member concerned, and should payments still not be made, will recommend an appropriate course of action to the Board of Directors. The Board of Directors will set up with the member a time frame for payment of the arrears. If payment is still not forthcoming, the Board of Directors will issue a thirty-day eviction notice. If the member wishes to appeal the eviction, the member must request an extraordinary general meeting to explain to the members why the household should not be evicted

When members are following an arrears payment plan, they are NOT considered to be in arrears.

In all cases of arrears, THE ONUS IS ON THE MEMBER to explain to the Finance Committee and the Board of Directors why they are in arrears and how they plan to repay amounts owed.

In cases of chronic arrears, the member may need to explain to the general membership of Helen’s Court, WHY THEY SHOULD NOT BE EVICTED.


FINANCE COMMITTEE SPENDING POLICY

(November 2014)

 

  1. Committee Spending Within Budget

Consistent with the itemized annual budget submitted to and approved by the Finance Committee, Board of Directors, and General Membership, a committee may spend up to the limits of that budget without additional approval by any of the above.

 

  1. Budget Overruns and Special Requests

(a) Less than $500

Committee annual budget overruns, and special requests from committees or individual members, of less than $500 must be submitted to the Finance committee for approval. Written itemized requests must be submitted. All such requests will be considered only at regular or specially called Finance committee meetings, and approval of requests noted in the meeting minutes.

(b) Greater than $500 and less than $1,000

Committee annual budget overruns, and special requests from committees or individual members, of greater than $500 and less than $1,000 must be approved by the Board of Directors, based on recommendations from the Finance Committee. Written itemized requests must be submitted to the Finance committee for consideration. Based on the Finance Committee’s recommendations, the Board of directors may approve such requests. All such requests will only be considered at regular or specially called Finance Committee and Board meetings, and approval of such requests noted in the meeting minutes.

(c) Greater than $1,000

Committee annual budget overruns, and special requests from committees or individual members, of greater than $1,000 must be approved by the Board of Directors, based on recommendations from the Finance Committee. Written itemized requests must be submitted to the Finance Committee for consideration. Based on the Finance Committee’s recommendations, the Board of Directors may approve such requests and take the request to the General

Membership for a vote. All such requests will only be considered at regular or specially called Finance Committee and Board meetings, and approval of such requests noted in the meeting minutes.


FINANCE FAQS

(Adapted from CHFBC)

What does Non-profit mean?

As non-profit organizations, the non-profit housing co-operatives operate at cost. This means that, as nearly as possible, money coming in equals money going out. Nobody can make a profit – there is no one to make a profit. Since the owner and the user are the same, and no third party is involved, any profit-making would be equivalent to taking money from one pocket and putting it in the other.

What are Operating Expenses?

A typical budget would include most of the following operating expenses:

Taxes:

  • municipal property taxes

Insurance:

  • fire insurance to protect the Co-op’s buildings and liability
  • insurance to protect the Co-op if it is sued for being responsible for injury to a person or damage to their property

Essential Services:

  • hydro: heating, light, hot water and gas
  • garbage pick-up
  • water and sewer

Maintenance:

  • repairs to the buildings and equipment
  • replacement reserve fund (for replacing capital items e.g. stoves, fridges, etc)
  • decorating: repainting common areas or units
  • landscaping: maintaining lawns, trees, shrubs, gates, walkways, fences, etc.
  • exterminating pests when necessary
  • maintaining community facilities such as common rooms
  • janitorial supplies: light bulbs, mops, cleaning materials, etc (for common areas only)

Bank Charges:

Administration:

  • telephone, office supplies
  • payments for any person contracted to carry out management functions for the Co-op (e.g. finance manager, maintenance coordinator)
  • legal expenses
  • annual audit fee (every Co-op is required to have an annual audit of its books by an auditor to verify that the business practices of the Co-op are being carried out on a sound and honest basis)

Mortgage payments:

  • combined principal and interest payments paid monthly to pay off the loan made to finance the Co-op

Education:

  • CHFBC or other Co-op education workshops
  • provincial and national Co-op conferences

Social:

  • Co-op kids activities
  • Co-op social gatherings

Co-op Federation Membership:

  • CHFBC
  • CHFC

Why are monthly housing charges raised periodically?

At least annually, the housing charges must be reviewed and, if necessary, raised to cover increases in the costs of operating the Co-op’s housing units. Generally, the Co-op has no control over increases in taxes, fuel costs, hydro rates and the cost of supplies. In addition, as a Co-op ages, increased maintenance (renovations) and replacement of capital items (such as appliances) are required. It is important that each Co-op member understand that as long as these increases in operating costs keep occurring, increases in the Co-op’s monthly housing charges are a fact of life.


What is the member’s role in budgeting?

Many members are content to let the treasurer and finance committee do the work and make the decisions.
As members, however, you have a right and an obligation to be informed and make decisions. Either at annual budget time or in time of emergency, certain choices will have to be made. For example, will the old roof be replaced or repaired? Can an increase be deferred for six months or a year, or is it better to have a graduated increase? The membership should always be consulted in such instances and the choice made collectively. Because the Co-op provides housing at cost, however, there is no point in voting against an obviously needed increase. Bills have to be paid sooner or later by the membership or the Co-op will be forced into bankruptcy.


What can Co-op members do to keep down the housing charges?

Obviously nothing can be done about some items which make up the yearly expenses, such as the mortgage payments, taxes, etc. However the following expenses can be controlled to some extent by the members.

MAINTENANCE: Volunteer efforts, both inside one’s own unit and in the common areas, can save expensive labour costs in carrying out minor repairs, decorating, landscaping and, of course, regular clean-up. Maintenance is definitely an area where member involvement can have a big impact on cost.

MANAGEMENT: This is another area where volunteer contribution is again both possible and a money-saver. A properly functioning committee system which deals with such things as maintenance, membership and finance is a way to spread the work around, allow for many people to contribute and cut down the amount of paid assistance required.

ARREARS: Although a little less obvious, the financial health of the Co-op can also be strengthened by all the members creating a social atmosphere where members are expected to pay their monthly charges on time, to not let arrears build up and to give proper notice when moving. Unpaid housing charges become an expense to the Co-op which the rest of the members’ housing charges have to cover.

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.