Board of Directors Meeting - June 12, 2018

Agenda

9:45 - Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

9:50 - Consent agenda

a. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

c. Confirmation of Board of Directors’ Public Meeting Minutes of April 30, 2018

Action: Approval

Pre-read: Minutes

Presenter: Chair

d. Business Arising from the Public Meeting Minutes and Action Items Update of April 30, 2018

Action: Information

Pre-read: Action Item List

Presenter: Chair

e. AGM Process for TCHC and Its Subsidiaries

Action: Approval

Pre-read: TCHC:2018-18

Presenter: General Counsel and Corporate Secretary

f. BIFAC Subcommittee – IT Subcommittee Dissolution

Action: Approval

Pre-read: TCHC:2018-19

Presenter: General Counsel and Corporate Secretary

9:55 - President and Chief Executive Officer’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: President and Chief Executive Officer

a. President and CEO's Report

Action: Information

Pre-read: TCHC:2018-22

Presenter: President and Chief Executive Officer

10:10 - Tenants First Update

Action: Information

Pre-read: TCHC:2018-23

Presenter: President and Chief Executive Officer

TERMINATION

Minutes

The Board of Directors (“Board”) of the Toronto Community Housing Corporation (“TCHC”) held a public meeting on June 12, 2018, commencing at 9:49 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 

Amanda Coombs (joined via teleconference) 

Councillor Joe Cressy  

Councillor Frank Di Giorgio (joined via teleconference) 

Debbie Douglas 

Ubah Farah 

Councillor Michael Ford 

Linda Jackson 

Colin Lynch  

Wendy Kelley 

Nick Macrae 

Brian Smith 

Management present: 

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Cathy Barker, Vice President, Human Resources 

Angela Cooke, Vice President, Resident & Community Services 

Rose-Ann Lee, Chief Financial Officer & Treasurer  

Ismail Ibrahim, General Counsel & Corporate Secretary  

Hugh Lawson, Director, Strategic Planning & Stakeholder  Relations 

Graham Leah, Vice President, Asset Management 

Bruce Malloch, Director, Strategic Communications 

Kathy Milsom, President & Chief Executive Officer 

Sheila Penny, Vice President, Facilities Management 

Management present: 

Vincent Tong, Chief Development Officer  

Joan White, Interim General Manager, Seniors Housing Unit 

A quorum being present, Mr. Marshman, the Chair called the meeting to order and Ms. 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. 

Regent Park 

At the April 30th Board meeting, the Chair stated there had never been an agreement with TCHC’s developer partner for Regent Park, The Daniels Corporation (“Daniels”), covering all phases of the revitalization. Unfortunately, this was an incorrect statement and the Chair apologized for the error. Under an agreement announced in April 2009, Daniels was awarded Phase 2 and all subsequent phases.   

TCHC and Daniels amended their agreement in October 2013 and that new agreement enabled TCHC to secure land value upfront in respect of Phase 3 and reduce its risk exposure, which superseded the April 2009 agreement. This amended agreement also removed Phases 4 and 5 from the contract and by implication provided that development in respect of those phases be considered at a future date. 

TCHC values its relationship with Daniels and the award-winning work TCHC and Daniels have achieved at Regent Park over the first three phases. Given the size, the importance and the value of the contract for the final two phases at Regent Park, awarding this contract through an open and competitive public procurement process is the only responsible action for TCHC to take.  

As done with all TCHC’s revitalization projects, TCHC will involve Regent Park tenants in the selection process for a developer partner.  

Welcome new board members 

The Chair welcomed TCHC’s six new directors whose appointments were confirmed by City Council on May 25, 2018.  

Firstly, the Chair welcomed TCHC’s two new tenant directors: 

• Amanda Coombs; and 
• Ubah Farah.  

Secondly, the Chair welcomed TCHC’s four new citizen directors: 

• Debbie Douglas; 
• Wendy Kelley; 
• Nick Macrae; and 
• Brian Smith.  

The Chair also welcomed back Linda Jackson and Colin Lynch, who were re-appointed to the Board for another two years. The Chair thanked Joe Kennedy and Pamela Taylor for their service to TCHC over the past two years, and wished them all the best in the future. 

Susan Gapka 

The Chair congratulated Susan Gapka for receiving the key to the City. 

Last month, Susan Gapka was presented with a Key to the City by Mayor Tory. In presenting the award, the Mayor recognized Susan’s long and proud record of advocacy on social justice issues, including affordable housing, education, support for people with mental illness, and the rights, safety and inclusion of the LGBTQ2S community.  

Deputations

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

Item 3A – President & CEO’s Report – April 2018 (Deputed by Robert Frederickson, Miguel Avila, Catherine Wilkinson, Leona Lowe, Tom Robson and Clive Williams) 

Item 4 – Tenants First Update (Deputed by Anita Dressler, William Lohman and Clive Williams) 

Item 2A - Approval of Public Meeting Agenda

Motion carried 

ON MOTION DULY MADE by Ms. Kelley, seconded by Ms. Jackson and carried, the Board unanimously approved the public meeting agenda as circulated. 

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 April 30, 2018

The Board had before it the draft public minutes for April 30, 2018. 

Motion carried 

ON MOTION DULY MADE by Ms. Kelley, seconded by Ms. Jackson and carried, the Board confirmed the above-captioned minutes without amendments. 

Item 2D - Business Arising from the Public Meeting Minutes and Action Items Update of April 30, 2018

Motion carried 

ON MOTION DULY MADE by Ms. Kelley, seconded by Ms. Jackson  and carried, the Board  unanimously received the report for information. 

Item 2E - AGM Process for TCHC and its Subsidiaries, TCHC:2018-18

Motion carried 

ON MOTION DULY MADE by Ms. Kelley, seconded by Ms. Jackson and carried, the Board unanimously approved the recommendations in this report to: 

1. authorize the President and Chief Executive Officer or designate to represent the sole shareholder, TCHC, and conduct annual meetings of the shareholder via written resolution in the form attached as Appendix 1, for the following subsidiaries that are wholly-owned by TCHC: 
   1. 2001064 Ontario Inc.; 
   2. Access Housing Connections Inc.; 
   3. Alexandra Park Development Corporation; 
   4. Allenbury Gardens Development Corporation; 
   5. Don Mount Court Development Corporation; 
   6. Leslie Nymark Development Corporation; 
   7. Railway Lands Development Corporation; 
   8. Regent Park Development Corporation; 
   9. Toronto Affordable Housing Fund; and 
   10. Toronto Community Housing Enterprises Inc.; and 
2. authorize the President and Chief Executive Officer, and the General Counsel and Corporate Secretary, or their respective designates, to take all actions and execute all necessary documents to implement the above resolutions. 

Item 2F - BIFAC Subcommittee – IT Subcommittee Dissolution, TCHC:2018-19

Motion carried 

ON MOTION DULY MADE by Ms. Kelley, seconded by Ms. Jackson and carried, the Board unanimously approved the recommendation in this report to dissolve the BIFAC IT Subcommittee. 

Item 3A - President and Chief Executive Officer's Report – April 2018, TCHC:2018-22

The following verbal deputations were received with respect to this report: 

1. Robert Frederickson; 
2. Miguel Avila; 
3. Catherine Wilkinson; 
4. Leona Lowe; 
5. Tom Robson; and 
6. Clive Williams.  

The Board requested Management to include information on internal transfer process and senior arrears in future reports. The Board identified concerns on the below-noted matters: 

• Increasing use of line of credit; and 
• Budget variances – importance of budget forecasting in order to better plan use of funds. 

Ms. Milsom highlighted the following results and key trends for April 2018, including metrics relating to:  

• Tenants First; 
• Performance goals; 
• Capital renewals; 
• Tenant safety and engagement; 
• Local action plan pilot; 
• Youth services pilot;  
• Service excellence; and 
• RGI vacancy rates.  

A suggestion was made for tenant engagement activities to be shared more broadly to include all Board members.  

Lastly, the Board identified the increasing number of overdose calls city-wide.  A request was made that a TCHC representative attend the Board of Health meeting being held next Monday to discuss this issue. 

Motion carried 

ON MOTION DULY MADE by Ms. Douglas, seconded by Mr. Smith and carried, the Board unanimously received the report for information. 

Item 4 - Tenants First Update, TCHC:2018-23

The Board had before it the above-captioned report (TCHC:2018-23) from the President and Chief Executive Officer.   

Deputations by Anita Dressler, William Lohan and Clive Williams were received with respect to this item. 

Ms. Milsom presented the report and introduced Ms. White, the interim General Manager for the Seniors Housing Unit. Ms. White outlined her 90-day action plan and a brief discussion ensued.  

Motion carried 

ON MOTION DULY MADE by Councillor Di Giorgio, seconded by Ms. Kelley and carried, the Board unanimously received the report for information. 

TERMINATION 

The Board resolved to terminate the public meeting at 10:59 a.m.