What is the Board’s Role?

The Board is elected to manage the co-op. The Co-operative Corporations Act gives the Board the authority to make decisions about the management of the co-op.

This means that the Board manages, but does not govern the co-op. It can’t make by-laws. Only members can do that. It can only make decisions within the by-laws that the members approve.

But co-ops want more than management. Co-ops want to be communities. Members want to have a say in decisions. So they expect leadership from the Board: leadership in building the co-op community and in getting members to share in decisions.

The Board carries out its role through the following responsibilities.

The Responsibilities of the Board

1. Making decisions

Areas in which the Board must make decisions include:

• making a management plan for the year being responsible for the staff
• over-seeing the financial management
• making sure that the property is well-managed accepting new members
• calling in professional help when needed (lawyer, accountant, property consultant)

The staff takes care of the day-to-day details.

Committees, such as Finance, Planning, Maintenance, On-Call, advise and assist the Board.

The members make the big decisions with information from the Board. For example, the Budget is the financial plan for the year. The members approve it. The Board manages the co-op within it.

2. Taking care of legal obligations

The co-op has legal obligations to governments, insurance companies, staff, contractors and members.

The staff handles the details of these obligations, but the Board has the final responsibility. Also, the Board should make sure that by-laws and policies are fair and up-to-date, and that all members are treated equally.

3. Communicating with, and advising the members

Regular reports and information should go to the members from the Board, Committees and staff. Use the newsletter, notice boards, and members’ meetings to get information and proposals to members, and to get their feedback.

The Board should have a clear process for giving information and proposals to members. This makes it easier for members to make decisions.

4. Taking care of the co-op’s long-term needs

The co-op has responsibilities to future members, not only the present members. The Board takes care of these future needs by having long-term plans for maintenance and replacement. This means careful financial planning to build up good reserves. The Board brings this plan to the members with the Budget each year.

5. Giving leadership

The Board shows leadership by carrying out all of the above responsibilities. However, there are other very important areas of leadership.

Community building. The Board works with committees to build a community that takes care of its members and connects them to the neighbourhood.

Education. The Board can use courses, newsletters, forums, publications, and members’ meetings to give staff and members the chance to learn. The Board should include a generous sum for education in the Budget.

The co-op movement. Each co-op is part of a movement which works for affordable, community-based housing. The Board shows leadership by appointing an active Federation delegate, reporting to the members, and making Federation newsletters and publications available.

Who Elects the Board?

Only the members can elect the directors. Each member has one vote. There is no voting by proxy. Members can vote only at members’ meetings.

How is the Board Elected?

The Co-operative Corporations Act lays down some details. They are:

• the directors must be elected at a Members’ Meeting
• members who vote must cast a number of votes that is equal to the number of directors to be elected
• no candidate can get more than one vote from one member election is by ballot
• there must be a quorum of members until all ballots have been cast.
• Each co-op’s by-law may outline other details for the election.

What is the Responsibility of Each Director?

Each and every director has the following responsibilities:

• to attend all meetings of the Board and members, unless excused
• to prepare for all meetings
• to act honestly, in good faith, and in the best interests of the co-op to put this duty before personal interest
• to keep confidential matters such as legal dealings, and personal and private information about members and staff. (This includes subsidy to individual members.)
• to support Board decisions and recommendations

The Board may appoint a director as an Officer (president, Vice-President, Secretary, Treasurer), or as a Liaison to a committee or to staff.

For more information, see Co-operative Housing Federation of Toronto.