Board of Directors Meeting - December 11, 2017

Agenda

1. Chair’s Remarks

Action: Information

Pre-read: Verbal Report 5 minutes

Presenter: Chair

2. Consent agenda

2a. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

2b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

2c. Confirmation of Board of Directors’ Public Meeting Minutes of October 26, 2017

Action: Approval

Pre-read: Minutes

Presenter: Chair

2d. Business Arising from the Public Meeting Minutes and Action Items Update of October 26, 2017

Action: Information

Pre-read: Action item list

Presenter: Chair

2e. OCHE/AM/RCS Referral Pilot

Action: Information

Pre-read: TCHC:2017-55

Presenter: OCHE/VP AM/VP RCS

2f. OCHE- Quarterly Performance Report (Q3 2017)

Action: Information

Pre-read: TCHC:2017-58

Presenter: Commissioner of Housing Equity

2g. Tenant’s First Update

Action: Information

Pre-read: TCHC:2017-66

Presenter: Director, Strategic Planning & Stakeholder Relations

3. President and Chief Executive Officer’s Remarks

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: President and Chief Executive Officer

3a. Monthly President’s Report

Action: Information

Pre-read: TCHC:2017-65 15 minutes

Presenter: President and Chief Executive Officer

4. RSC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, RSC

4a. OCHE – 2018 Work Plan

Action: Approval

Pre-read: TCHC:2017-64 5 minutes

Presenter: Commissioner of Housing Equity

5. GCHRCC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, GCHRCC

5a. Update on TCHC Subsidiaries

Action: Approval

Pre-read: TCHC:2017-67 5 minutes

Presenter: General Counsel & Corporate Secretary

5b. Allenbury Gardens Phase 2.2 Title Nominee Creation

Action: Approval

Pre-read: TCHC:2017-68 5 minutes

Presenter: General Counsel & Corporate Secretary

5c. Policy Approval: Privacy Policy

Action: Approval

Pre-read: TCHC:2017-69 5 minutes

Presenter: General Counsel & Corporate Secretary

5d. Governance Procedures

Action: Approval

Pre-read: TCHC:2017-70 5 minutes

Presenter: General Counsel & Corporate Secretary

6. BIFAC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, BIFAC

6a. TCHC Accessibility Standards: Build Ratio Update

Action: Approval

Pre-read: TCHC:2017-70 5 minutes

Presenter: Vice President, Development (Interim); Vice President, Facilities Management

6b. Changes to Financial Control Bylaw 3

Action: Approval

Pre-read: TCHC:2017-72 10 minutes

Presenter: General Counsel and Corporate Secretary (Interim)

7. Fire Safety: Program Implementation

Action: Information

Pre-read: TCHC:2017-59 5 minutes

Presenter: President and Chief Executive Officer

8. Updated Building Standards for Accessibility under the Accessibility in the Built Environment Policy

Action: Information

Pre-read: TCHC:2017-73 5 minutes

Presenter: Vice President, Facilities Management

9. Possible Renovation of 389 Church St.

Action: Approval

Pre-read: TCHC:2017-60 5 minutes

Presenter: President and Chief Executive Officer

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on December 11, 2017 at 9:48 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto and via teleconference.

Directors in Attendance:

Kevin Marshman (Chair)

Councillor Ana Bailão

Robert Carlo (via teleconference)

Councillor Joe Cressy

Councillor Frank Di Giorgio

Councillor Michael Ford (left at 10:46 a.m.)

Vincent Gasparro

Linda Jackson

Joe Kennedy (left at 11:18 a.m.)

Colin Lynch (via teleconference)

Pamela Taylor

Catherine Wilkinson

Directors Absent:

N/A

Management present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Cathy Barker, Vice President, Human Resources

Angela Cooke, Vice President, Resident and Community Services

Rose-Ann Lee, Chief Financial Officer & Treasurer (Interim)

Ismail Ibrahim, General Counsel & Corporate Secretary (Interim)

Hugh Lawson, Director, Strategic Planning and Stakeholder Relations

Graham Leah, Vice President, Asset Management

Bruce Malloch, Director, Strategic Communications

Mark McDonald, Vice President, ITS

Kathy Milsom, President & Chief Executive Officer

Sheila Penny, Vice President, Facilities Management

Vincent Tong, Vice President, Development (Interim)

Wayne Tuck, Chief Operating Officer

Guest/Presenter:

Mr. Sean Gadon, Director of the City’s Affordable Housing Office

A quorum being present, Mr. Marshman, the Chair called the meeting to order and Ms. Charmaine Zina served as recording secretary.

Item 1 – Chair’s Remarks

The Chair welcomed everyone to the Board meeting and provided the Board with the following highlights since the last Board meeting.

Fire Safety

To begin, the Chair requested everyone to pause a moment to reflect on the tragic loss of life and serious injuries that have occurred as a result of the recent fires in TCHC buildings. The Chair stated that thoughts are with the families and loved ones of those who perished or were injured, and with their neighbours and the affected communities.

The Chair also stated that these tragic events underscore why tenant safety, and especially fire life safety, must always be a top priority for TCHC which is why TCHC is currently implementing a comprehensive program to enhance fire life safety in all TCHC buildings. In collaboration with Toronto Fire Services and other stakeholders. TCHC’s goal is to build on existing practices to ensure TCHC is a leader in fire safety.

Public session

The Chair identified the following items to be discussed in the public session:

• Chairs’ Reports. The Chairs of the Board committees to provide a verbal report of their committee’s activities.
• Management will bring forward a proposal developed with the City of Toronto to convert 389 Church St. into 120 units of much-needed supportive housing for single women and single women with children.

Resident Services Committee

• Ms. Linda Jackson, Chair of the RSC, to report on the 2018 work plan for the Office of the Commissioner of Housing Equity.

Governance, Communications, Human Resources and Compensation Committee

• Ms. Pamela Taylor, Chair of the GCHRCC, to report on three items, including a review of Board governance procedures, an update on subsidiary governance matters, and the creation of the legal entity to hold the land for the fourth market condominium building in the Allenbury Gardens revitalization.

Building Investment, Finance and Audit Committee

• Mr. Colin Lynch, the Chair of the BIFAC, was unable to join the meeting, with Mr. Vince Gasparro handling Mr. Lynch’s duties on his behalf. Mr. Gasparro would present a proposal to update the ratio for building fully-modified accessible units in any new revitalization projects or where TCHC is adding net new units. This will enable TCHC provide better and more accessible housing for the growing number of people with physical disabilities living in TCHC buildings.

The Chair acknowledged the members of the R-PATH Committee and the committee’s Chair, Cathy Birch, and thanked them for their commitment to accessibility and their considerable work in helping staff to update these standards.

• Mr. Gasparro would also present proposed changes to financial controls that will support TCHC’s accelerated capital investments to repair and renew TCHC’s housing stock, while maintaining effective Board oversight and controls.

President’s Monthly Report.

Lastly, Ms. Milsom would present the Monthly President’s Report for October.

Deputations

The Chair polled for any deputations to be heard at the meeting. The following deputations were presented:

• Item 2D – Business Arising from Public Meeting Minutes and Action Items Update of October 26, 2017 (Deputed by Rosemarie Frei and Sylvio Avila);
• Item 3A – Monthly President’s Report (Deputed by Bryan Didier and Tom Hamilton);
• Item 5D – Governance Procedures – (Deputed by Sylvio Avila);
• Item 6A – TCHC Accessibility Standards: Build Ratio Update (Deputed by Cathy Birch); and
• Item 8 – Updated Building Standard for Accessibility under the Accessibility Standards in the Built Environment Policy (Deputed by Cathy Birch).

Consent Agenda Items

Item 2 – Approval of Consent Agenda Items

The agenda was approved with the following changes:

• Item 2A – Approval of Public Meeting Agenda;
• Item 2B – Chair’s Poll re: Conflict of Interest;
• Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of October 26, 2017;
• Item 2F – OCHE – Quarterly Performance Report (Q3 2017); and
• Item 2G –Tenant’s First Update.

Items Held:

• Item 2D – Business Arising from Public Meeting Minutes and Action Items Update of October 26, 2017; and
• Item 2E – OCHE/AM/RCS Referral Pilot.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Councillor Ford and carried, the Board of Directors approved the revised consent agenda and those items not held for discussions (Items 2A, 2B, 2C, 2F and 2G).

Item 2A – Approval of Public Meeting Agenda

The agenda was approved as circulated.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Ms. Taylor and carried, the Board of Directors approved the agenda.

Item 2B – Chair’s Poll Re: Conflict of Interest

The Chair requested members of the Board of Directors to indicate any agenda item in which they have a conflict of interest, together with the nature of the interest. No conflicts were declared.

Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of October 26, 2017

The Board of Directors had before it the draft Board minutes for October 26, 2017.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Councillor Ford and carried, the Board of Directors confirmed the above-captioned minutes without amendments.

Item 2D – Business Arising from the Public Meeting Minutes and Action Items, Update of October 26, 2017

Deputed by Rosemarie Frei & Sylvio Avila.

Motion carried

ON MOTION DULY MADE by Ms. Jackson, seconded by Ms. Taylor and carried, the Board of Directors received the report for information with the following amendments:

Change the following:

1. IAC Charter – Amendment and Appointment: amend the target date to future date as it wasn’t addressed at the GCHRCC December 7, 2017 meeting.

Item 2E – OCHE/AM/RCS Referral Pilot, TCHC:2017-55

The Board of Directors had before it the above-captioned report (TCHC:2017-55) from Ms. Summers, Mr. Leah and Ms. Cooke.

The Board and Management discussed the report.

Motion carried

ON MOTION DULY MADE by Ms. Jackson, seconded by Mr. Gasparro and carried, the Board of Directors received the report for information.

Item 2F – OCHE - Quarterly Performance Report (Q3 2017), TCHC:2017-58

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Councillor Ford and carried, the Board of Directors received the report for information.

Item 2G – Tenant’s First Update, TCHC:2017-66

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Councillor Ford and carried, the Board of Directors received the report for information.

Item 3A – Monthly President’s Report, TCHC:2017-65

The Board had before it the above-captioned report (TCHC:2017-65) from the President and Chief Executive Officer.

Deputation from Bryant Didier & Tom Hamilton.

Ms. Milsom highlighted the key areas since the last report, including embarking on the business planning process for 2018 to operationalize the Board-approved budget, for which the following seven priority areas have been identified:

1. buildings are clean and well-maintained;
2. tenants feel safe in their communities;
3. tenancies are managed well, with a focus on supporting vulnerable tenants to have successful tenancies;
4. we are a partner in neighbourhood building;
5. tenants are engaged, and receive timely and proactive communications;
6. employees are engaged, empowered and accountable; and
7. resources are allocated and used efficiently, ensuring value for money, while managing risk.

Ms. Milsom answered questions and accepted feedback from the Board. Some areas of concern included:

• addressing senior’s arrears;
• unfavourable operating revenue in October compared to September - primarily due to the timing of joint ventures; and
• status of updating of the Investment Policy Statement.

Management undertook to consider these items.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Councillor Ford and carried, the Board of Directors received the report for information.

Item 4 – Resident Services Committee (RSC), Chair’s Report

The Chair of the RSC thanked Ms. Milsom, Mr. Tuck and Ms. Cooke for a successful Tenant Engagement Conference which took place on Saturday December 2, 2017.

Item 4A – OCHE - 2018 Work Plan, TCHC:2017-64

The Board of Directors had before it the above-captioned report (TCHC:2017-64) from the Commissioner of Housing Equity.

Ms. Jackson presented the report and OCHE answered questions and accepted feedback from the Board. Concerns discussed included the following:

• the importance of OCHE’s alignment with the rest of TCHC; and
• Item 3 – Audit TCHC’s Compliance with the Arrears Collection Process: incorporate language on reduction in issues received by audit that will increase outcomes.

The Board Chair suggested comments be sent to Ms. Jackson who will work with RSC in implementing these changes in OCHE’s 2018 Work Plan.

Motion carried

ON MOTION DULY MADE by Ms. Jackson, seconded by Mr. Kennedy and carried, the Board of Directors unanimously approved the recommendations in this report.

Item 5 – Governance, Communications, Human Resources and Compensation Committee (GCHRCC), Chair’s Report

The Chair of the GCHRCC provided a verbal update to the Board on the activity at GCHRCC and stated that the Privacy Policy is in progress and will be brought to an upcoming Board meeting.

Item 5A – Update on TCHC Subsidiaries, TCHC:2017-67

The Board of Directors had before it the above-captioned report (TCHC: 2017-67) from the General Counsel & Corporate Secretary (Interim).

Ms. Taylor presented the report.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Gasparro and carried, the Board of Directors unanimously approved the recommendations in this report:

1. approve the Don Mount Court Development Corporation special resolution on voluntary dissolution appended as Attachment 1 to this report; and
2. approve the Access Housing Connections Inc. special resolution on voluntary dissolution, appended as Attachment 1 to this report.

Item 5B – Allenbury Gardens Phase 2.2 Title Nominee Creation, TCHC:2017-68R

The Board of Directors had before it the above-captioned report (TCHC: 2017-68R) from the General Counsel & Corporate Secretary (Interim).

Ms. Taylor presented the report.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Gasparro and carried, the Board of Directors unanimously approved the recommendations in this report:

1. Approve the incorporation of 2602811 Ontario Inc., and approve the appointment of the Chief Financial Officer and Interim Vice-President Development as the two Allenbury Gardens Development Corporation (“AGDC”) representatives on the board of directors of the Nominee.
2. Approve to consult with the City General Manager to inform them of the creation of the Nominee.
3. Authorize the Interim Chief Financial Officer or Interim Vice-President Development to take all necessary actions and execute all documents and resolutions as required to implement the above recommendations.

Item 5D – Governance Procedures, TCHC:2017-70R

The Board of Directors had before it the above-captioned report (TCHC: 2017-70R) from the General Counsel & Corporate Secretary (Interim).

Deputation from Sylvio Avila.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Gasparro and carried, the Board of Directors unanimously approved the recommendations in this report:

1. The amended Committee Charters appended as Attachments 1, 2 and 3 to this report; and
2. The 2018 Board and Committee meeting schedule.  

Item 6 – Building Investment, Finance and Audit Committee (BIFAC), Chair’s Report

No comments or remarks from the Chair of BIFAC were received at this time.

Item 6A – TCHC Accessibility Standards: Build Ratio Update, TCHC:2017-71

The Board of Directors had before it the above-captioned report (TCHC: 2017-71) from the Vice President, Development (Interim) and Vice President, Facilities Management.

Deputation from Cathy Birch.

Mr. Gasporro presented the report and Mr. Tong answered questions raised by the Board.

Ms. Birch requested Management to amend recommendation #2 to include reference of logging all existing TCHC units that are modified to TCHC’s accessibility standards as part of new revitalization projects.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the recommendations in this report with the following amendments:

1. Phased increase to the build ratio for fully modified accessible units in new revitalization communities from the current 4% to 9.5% in 2017 and to 15% by 2020.
2. Increase above the 4% in new revitalization communities, accommodated through retrofits of existing vacant units in TCHC’s portfolio if there is no demand for the units from returning relocated households.
3. Additionally, keep a log of all existing TCHC units that are modified to TCHC accessibility standards as part of new revitalization projects.
4. 15% fully modified accessible units for any new TCHC buildings where 100% of the units are net new to the portfolio.
5. Authorize the President and Chief Executive Officer (or designate) to execute any and all documents as may be necessary to give effect to the above recommendation.

Item 6B – Changes to Financial Control Bylaw 3, TCHC:2017-72R

The Board of Directors had before it the above-captioned report (TCHC: 2017-72R) from the General Counsel & Corporate Secretary (Interim).

Mr. Gasparro presented the report and Mr. Ibrahim answered questions raised by the Board.

Ms. Wilkinson abstained from the motion.

Motion carried

ON MOTION DULY MADE by Councillor Di Giorgio, seconded by Mr. Gasparro and carried, the Board of Directors approved the recommendations with the following amendments:

1. Approve the creation of the Procurement Award Committee (PAC) and its Charter (Attachment 4);
2. Delegate the Board’s signing authority of up to $2.5 million (exclusive of taxes) to the PAC, as outlined in this report;
3. Delegate the Board’s signing authority above $2.5 million (exclusive of taxes) to BIFAC, with the understanding that anything above $5.0 million will require Board approval;
4. Request the City of Toronto to approve the revised Bylaw 3 as per Attachment 2; and
5. Authorize the appropriate staff to implement the above recommendations.

Item 7 – Fire Life Safety: Program Implementation Update, TCHC:2017-59

The Board of Directors had before it the above-captioned report (TCHC:2017-59) from the President and Chief Executive Officer.

Ms. Milsom presented the report and the following were among the enhancements discussed:

• accelerating the hiring of the Senior Director, Fire Life Safety;
• introduction of interim audit process.
• tenant behavior.
• hiring of two fire safety inspectors.

Motion carried

ON MOTION DULY MADE by Councillor Cressy, seconded by Mr. Gasparro and carried, the Board of Directors received the report for information.

Item 8 – Updated Building Standards for Accessibility Under the Accessibility in the Built Environment Policy, TCHC:2017-73

The Board of Directors had before it the above-captioned report (TCHC:2017-73) from the Vice President, Facilities Management.

Deputation heard by Cathy Birch.

The Board and Management discussed the report.

A request was made that Management work with R-PATH on changing the posters that are displayed in TCHC buildings by making the wording tenant-friendly and labelling the pictures on the poster.

Ms. Milsom suggested that she sign the agreement with the Chair of R-PATH on the understanding that the suggested amendments be considered in collaboration with R-PATH.

Motion carried

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Jackson and carried, the Board of Directors received the report for information.

Item 9 – Possible Renovation of 389 Church Street, TCHC:2017-60

The Board of Directors had before it the above-captioned report (TCHC:2017-60) from the President & Chief Executive Officer.

Ms. Milsom presented the report and welcomed Mr. Sean Gadon, who confirmed that construction is on track to commence in Spring which will be funded by Province of Ontario (51%) and the City of Toronto (43%).

The Board and Management discussed the report.

Motion carried

ON MOTION DULY MADE by Councillor DiGiorgio, seconded by Ms. Wilkinson and carried, the Board of Directors unanimously approved the recommendations in this report:

1. Toronto Community Housing (“TCHC”) arranging 3rd party financing to undertake renovations to 389 Church Street;
2. TCHC transfer the building post-construction to a supportive housing provider to operate the building; and
3. the President and CEO (or her designate) taking all actions and executing all necessary documents, on behalf of the corporation, to implement the above recommendations.

Termination

The public meeting terminated at 11:29 a.m.