Power Play

Members received notification of an Annual General Meeting to be held on December 7, 2011. The Agenda is tight. Members are asked to approve the Audit for the year ending March 31, 2011, to vote on a pending eviction (humiliating for the member in question), to elect a new Board of Directors, to elect a delegate to CHASEO/CHF, to elect a PIP representative and lastly, under Other Business, to introduce the new Directors.

The Agenda does not indicate how many Directors are to be elected. However, an attached job description of the Powers and Duties of the Board states:

The Election of Directors shall take place yearly or at such other interval NOT EXCEEDING FOUR (4) YEARS as is provided by the "Articles", and all Directors then in Office shall "retire", BUT ARE ELIGIBLE FOR RE-ELECTION. (REF: Section 90 (2) of the ACT)

This article stipulates that ALL Directors must resign. Does this mean that the external Director(s) must resign too? There will definitely be a manipulation of this rule. This clause also allows for the re-election of the present internal Directors - a tricky, but clever, move on the part of the present Board of Directors.

The Duty of Directors attachment goes on to quote another clause of the 'ACT' as follows:

The "Articles" or By-Laws may provide for the election and retirement of Directors in rotation, but in that case no Director shall be elected for a term of more than four (4) years and at least two Directors shall retire from Office in each year. (REF: Section 90 (4) of the ACT)

So why the two opposing references to the ACT? The Board of Directors want to cherry pick part of one reference and part of the other. To further elaborate on this scheme, the Property Manager/Board of Directors includes an additional paragraph:

b) Any qualified Member of ____ may run or rerun as the case may be, without any mandatory waiting period, as is consistent with the "Volunteer Principles" of the Co-operative Movement and with the Provisions of Section 90 of the ACT. Refer to ARTICLE 10.00 on the Members' Right to Remove any Director before the end of the Elected Term.

Our By-laws stipulate that a Director whose time in office has expired, must retire for one year before running for election. The reference to Article 10.00 means that if you're really tired of a Director who has been in office for 4 years and gets re-elected for another 4 years, there's a solution for that - simply expel him/her from office. Of course, a majority of members would have to vote on that option in order to take effect.

"What does the 'Volunteer Principles" of the Co-operative Movement mean? It can mean absolutely anything, at any time, by a party or parties twisted enough to invoke them.

There are references to our By-laws throughout this briefing, yet time and time again the Board of Directors state that we do not have any By-laws - that they were set aside for a period of 3 years. The Financial Solvency By-law No. 31 only allowed for the co-op to bring in non-resident Board Directors. Our By-laws remain intact. The By-law reads as follows:


THE FINANCIAL SOLVENCY BY-LAW NO. 31

Be it Enacted as a By-law of _______ as follows:

PART I - BASIS OF THIS BY-LAW

1. Purpose of this By-law: The purpose of this By-law is

to put the Co-op on a sound financial basis and to bring the Co-op's business and operations into good order.

to provide for a temporary three-year Board of Directors that will include non-resident members and will be able to accomplish the purposes stated above.

to provide for a process of returning to exclusively resident directors within three years.

2. Priority: This By-law takes priority over all other By-laws of the Co-op, including the Organizational By-law (By-law #4). If there is any conflict or inconsistency, this By-law governs.


The words 'accountable' and 'transparency' are not mentioned under the Powers and Duties of the Board and that's a good thing, because there is no time slot in this Agenda for members to discuss the Board's past or present performance on such issues as not overseeing the performance of our previous Office Co-ordinator, not ensuring the the Co-op's property is adequately maintained, not keeping members apprised of the financial affairs of the co-op, etc., etc.

The machinations of this purported democracy are mind boggling.