Board of Directors

Elected by the General Assembly members, the Board of Director's of the cooperative housing has for essential task to safeguard the interest of the members they represent. They administer the operations of the cooperative and see that the general funtionning respects the by-laws and orientations established by the General Assembly.

The Board's composition

The Board is composed of seven administrators elected at the annual assembly by the members who are present. The mandate of the administrators is for two years. The principal of rotation is as follow: for uneven years, four administrator are up for re-election, for even years, three administrators are up for re-election. The positions are as follow: Presidency, vice-presidency, secretariat, treasury, and three advisors.

The way the Board works

The board of directors meet at the request of the president or two administrators. The majority (50% plus one) constitue a quorum. The decisions are taken by the majority of expressed votes. In case of a tie, the president of the meeting has preponderancy vote.

The administrators can't receive a salary for their administrator roles. They have the right to receive monatary compensation for the expenses related to their functions. As an example, the expenses related to travel to represent the cooperative are admissible expenses.

The administrators are considered as representatives for the cooperative. Thy must act in accordance with the Quebec civil code (L.R.Q., article 80 to 106.1).

An administrator can be revoked by an extraordinary general assembly requested to that effect. The concerned administrator must be made aware of the reasons stipulated and of the holding of the meeting. he/she can address the attendance. As per the corporate rights principles, it has to be a serious motive to revoke an administrator.

An administrator who is in conflict of interest must disclose it and must refrain from voting on any measures related to that situation. A conflict of interest immerge when an administrator is both a judge and bias to a decision.

The duty of the Board

The cooperative law (article 90) impose the following duties to the Board of Directors:

Insure the cooperative against the risks of fraud by it's managers, representatives and employees, against fire and theft, and public and patron responsibilities.
Designate the persons authorized to sign on behalf of the cooperative any conract or other documents.
At the annual assembly, provide a briefing of it's mandate and present it's annual report;
Facilitate the work of the auditor;
Encourage the education of the cooperative members, leaders and employees;
Encourage the cooperation between members and the cooperative and between cooperatives;
Provide the minister, if he requests it, a copy of the by-laws as well as the information and documents that he may need relatively to the application of the present law.

The powers and responsibilities of the Board of Directors

Article 89 of the civil Code entrusts the board of directors a general power of administration. As per that article, the board of directors can exercise all powers given to a corporation, without prior authorization, except those required by the by-laws requiring a specific authorization from the general assembly and except the power to pledge, hypothecate or pawn the assets of the cooperative by its members. The law foresee, that an authorization must be given by a by-law adopted at a general assembly with the majority of the two thirds of the votes to exercise its powers.

The law assigns certain exclusive powers to the board of directors:

Reimbursment of shares (art. 38);
Eligibility of the members (art. 51);
exclusion or suspension of the members (art. 57);
Replacement of a resignating administrator (art. 85);
Hire of a manager if the regulations permits it (art. 90);
Nomination of the leaders (arts. 113, 116);
Preparation of the annual report (art. 132);
Approval of the financial reports (art. 133);
Replacement of the auditor in case of vacation (art. 136);
Recommandation of the attribution of the dividands (art. 143);
Resolution of adherance to a federation, must be ratified by the general assembly (art. 229).

The general assembly, in the name of its sovereignty, can't interfere in the powers of the board of directors and even less the members individually.

When the board of directors don't take into consideratin the wishes expressed by the members and when the members are not satisfied of the way the cooperative is managed, they can, by a special assembly meeting request , if it's the wish of the majority of them present at the meeting, revoke the mandate of an administrator or a few administrators and replace them for the remaining time of the mandate. In this case, the revocation procedure is the same as for the suspension or exclusion of a member.

Therefore, the administrator or administrators in general, should not intervein individually in the management of the cooperative.

They exercise their power while sitting on board of director's meetings. They must respect the limits of the powers that are assigned to them by law and the cooperatives regulations. The administrators invididually has no power to tie the cooperative, except if he/she is designated (particular mandate, signing authorization). The regulations can forsee specific duties for the leaders.

The functions of the board of directors

The decision making function

The board of directors of a cooperative housing is elected by the members. he's mandated to plan and coordinate the management of the cooperative while respecting the policies dictating it.

In order to efficiently deliver it's decision making funtion, the board must refrain from the daily management and of the practical decisions which is more of the resources of the committees, volunteers or employees to who the responsibilities were delegated to. If the board devert from it's essential planning and coordinating role of the general administration, the cooperative will suffer of a lack of leadership and direction.

Even when the board has full decision making power, he must ensure that the decision making result from an open process and proper to collaboration.

TO make decisions, the board refers to:

Cooperative principles;
Th cooperatives law;
The rent review board law;
The regulations and policies of the cooperative;
The resolutions of the general assembly.

The consultatation function

The baord receives information and propositions from various internal sources within the cooperative. he must channel information and advices towards the members, the committees and the employees. he has a consultative funtion for subjects such as:

Organizational problems and their possible resolution (delegation, monitoring of the head of committes, problem prevention and resolution);
Democratical structure and in ways where each member can actively implicate himself (organizational chart, members list of competencies)
In areas where regulations or policies should be adopted (or amended) for the reason why he recommends a certain approach (periodical evaluation and annual updates);
Changes in the adopted procedures by the board to guide the operations of the cooperative (request for reports, modification to a procedure).

In it's consultative funtion, the board must ensure that the members, the committies and the staff have the proper training and skills necessary for decision making.

The administrative funtion

This board's funtion implicates that it must be able to deal with various interest and requirements in order to better serve the cooperative's long term interests. Meaning the baord:

Represents the cooperative on all legal questions;
Sees that the cooperative complies to all relevant financial agreements as well as the government legislation;
Ensure that the cooperative does not exceed it's legal authority and that their regulations are adopted, amended and revised in a satisfactory manner;
Assumes the responsibility of an efficient financial management;
Supervise and evaluates the staff's and coommitties performances of the cooperative;
Ensures that the cooperative does due diligence of it's employer's obligation towards it's staff;
Ensures that each member's rights towards the cooperative in it's whole, is protected and promoted;
Acknowledge that the administrator's position rests on trust and good faith.

The leadership function

To guide the cooperative in the pursuit of it's objectives, the board must show leadership. In order to do that, the board must:

Ensure it has elaborated a specific group of objectives for the cooperative;
In consultation with the members, set short term goals as well as a timeframe to achieve them;
Create opportunities where members can share the leadership funtion;
Establish a cooperative spirit and encourage a community setting;
Adopt a cooperative approach towards the resolution of problems when dealing with conflicting situations.

The leaders of the cooperative

It's the board of directores and not the general assembly who nominates the president, the vice-president, the secretary, the treasurer. The people who are in those positions are designated as the leaders of the cooperative. Same as the administrators, the leaders of the cooperative are considered nominees. Therefore, the rules of the mandate from the Quebec civil Code also applies to them.

The powers and duties of each leader are determined par the internal by-law of the cooperative. this by-law must be adopted by the general assembly and can only be modified by it.

Usually, the leaders of the cooperative do the following roles:

The president

Must chair the cooperative's assemblies, the meetings of the board, and be the official representative of the cooperative.

The vice-president

In cases of absence or unableness of the president, the vice-president is replacing him/her.

The secretary

He or she does the bookeeping, keep records, gives the necessary required notices for the tenure of the assemblies and the board meetings, writes the minutes of the meetings.

The treasurer

He or she does the financial statements, keep the book, the accounts and justifying information, is responsible of the keeping of the liquid asssets.

Board of Directors

​​ The Board's composition

​

​​ The way the Board works

​

The board of directors meet at the request of the president or two administrators. The majority (50% plus one) constitue a quorum. The decisions are taken by the majority of expressed votes. In case of a tie, the president of the meeting has preponderancy vote.

​

The administrators can't receive a salary for their administrator roles. They have the right to receive monatary compensation for the expenses related to their functions. As an example, the expenses related to travel to represent the cooperative are admissible expenses.

​

The administrators are considered as representatives for the cooperative. Thy must act in accordance with the Quebec civil code (L.R.Q., article 80 to 106.1).

​

​

An administrator who is in conflict of interest must disclose it and must refrain from voting on any measures related to that situation. A conflict of interest immerge when an administrator is both a judge and bias to a decision. ​

​ The duty of the Board

​

The cooperative law (article 90) impose the following duties to the Board of Directors:

​

Insure the cooperative against the risks of fraud by it's managers, representatives and employees, against fire and theft, and public and patron responsibilities. ​

Designate the persons authorized to sign on behalf of the cooperative any conract or other documents. ​

At the annual assembly, provide a briefing of it's mandate and present it's annual report;​

Facilitate the work of the auditor;​

Encourage the education of the cooperative members, leaders and employees;​

Encourage the cooperation between members and the cooperative and between cooperatives;​

Provide the minister, if he requests it, a copy of the by-laws as well as the information and documents that he may need relatively to the application of the present law. ​

​ ​ The powers and responsibilities of the Board of Directors

​

​

The law assigns certain exclusive powers to the board of directors:

​

Reimbursment of shares (art. 38);​

Eligibility of the members (art. 51);​

exclusion or suspension of the members (art. 57);​

Replacement of a resignating administrator (art. 85);​

Hire of a manager if the regulations permits it (art. 90);​

Nomination of the leaders (arts. 113, 116);​

Preparation of the annual report (art. 132);​

Approval of the financial reports (art. 133);​

Replacement of the auditor in case of vacation (art. 136);​

Recommandation of the attribution of the dividands (art. 143);​

Resolution of adherance to a federation, must be ratified by the general assembly (art. 229).

​

The general assembly, in the name of its sovereignty, can't interfere in the powers of the board of directors and even less the members individually.

​

​

Therefore, the administrator or administrators in general, should not intervein individually in the management of the cooperative. ​

The functions of the board of directors​

​ The decision making function

​

The board of directors of a cooperative housing is elected by the members. he's mandated to plan and coordinate the management of the cooperative while respecting the policies dictating it.

​

​

Even when the board has full decision making power, he must ensure that the decision making result from an open process and proper to collaboration.

​

TO make decisions, the board refers to:

​

Cooperative principles;​

Th cooperatives law;​

The rent review board law;​

The regulations and policies of the cooperative;​

The resolutions of the general assembly.​

The consultatation function

​

The baord receives information and propositions from various internal sources within the cooperative. he must channel information and advices towards the members, the committees and the employees. he has a consultative funtion for subjects such as:

​

Organizational problems and their possible resolution (delegation, monitoring of the head of committes, problem prevention and resolution);​

Democratical structure and in ways where each member can actively implicate himself (organizational chart, members list of competencies)​

In areas where regulations or policies should be adopted (or amended) for the reason why he recommends a certain approach (periodical evaluation and annual updates);

Changes in the adopted procedures by the board to guide the operations of the cooperative (request for reports, modification to a procedure).

​

In it's consultative funtion, the board must ensure that the members, the committies and the staff have the proper training and skills necessary for decision making. ​

​ The administrative funtion

​

This board's funtion implicates that it must be able to deal with various interest and requirements in order to better serve the cooperative's long term interests. Meaning the baord:

​

Represents the cooperative on all legal questions;​

Sees that the cooperative complies to all relevant financial agreements as well as the government legislation;

Ensure that the cooperative does not exceed it's legal authority and that their regulations are adopted, amended and revised in a satisfactory manner;​

Assumes the responsibility of an efficient financial management;​

Supervise and evaluates the staff's and coommitties performances of the cooperative;​

Ensures that the cooperative does due diligence of it's employer's obligation towards it's staff;​

The Board's composition

The way the Board works

An administrator who is in conflict of interest must disclose it and must refrain from voting on any measures related to that situation. A conflict of interest immerge when an administrator is both a judge and bias to a decision.

The duty of the Board

Insure the cooperative against the risks of fraud by it's managers, representatives and employees, against fire and theft, and public and patron responsibilities.

Designate the persons authorized to sign on behalf of the cooperative any conract or other documents.

At the annual assembly, provide a briefing of it's mandate and present it's annual report;

Facilitate the work of the auditor;

Encourage the education of the cooperative members, leaders and employees;

Encourage the cooperation between members and the cooperative and between cooperatives;

Provide the minister, if he requests it, a copy of the by-laws as well as the information and documents that he may need relatively to the application of the present law.

The powers and responsibilities of the Board of Directors

Reimbursment of shares (art. 38);

Eligibility of the members (art. 51);

exclusion or suspension of the members (art. 57);

Replacement of a resignating administrator (art. 85);

Hire of a manager if the regulations permits it (art. 90);

Nomination of the leaders (arts. 113, 116);

Preparation of the annual report (art. 132);

Approval of the financial reports (art. 133);

Replacement of the auditor in case of vacation (art. 136);

Recommandation of the attribution of the dividands (art. 143);

Therefore, the administrator or administrators in general, should not intervein individually in the management of the cooperative.

The functions of the board of directors

The decision making function

Cooperative principles;

Th cooperatives law;

The rent review board law;

The regulations and policies of the cooperative;

The resolutions of the general assembly.

Organizational problems and their possible resolution (delegation, monitoring of the head of committes, problem prevention and resolution);

Democratical structure and in ways where each member can actively implicate himself (organizational chart, members list of competencies)

In it's consultative funtion, the board must ensure that the members, the committies and the staff have the proper training and skills necessary for decision making.

The administrative funtion

Represents the cooperative on all legal questions;

Ensure that the cooperative does not exceed it's legal authority and that their regulations are adopted, amended and revised in a satisfactory manner;

Assumes the responsibility of an efficient financial management;

Supervise and evaluates the staff's and coommitties performances of the cooperative;

Ensures that the cooperative does due diligence of it's employer's obligation towards it's staff;

Acknowledge that the administrator's position rests on trust and good faith.

The leadership function

Ensure it has elaborated a specific group of objectives for the cooperative;

In consultation with the members, set short term goals as well as a timeframe to achieve them;

Create opportunities where members can share the leadership funtion;

Establish a cooperative spirit and encourage a community setting;

Adopt a cooperative approach towards the resolution of problems when dealing with conflicting situations.

The leaders of the cooperative