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Public Minutes

August 11, 2021

Board of Directors

Toronto Senior Housing Corporation

The Board of Directors (“Board”) of the Toronto Senior Housing Corporation (“TSHC”) held its first public meeting on August 11, 2021 at 3:30 p.m. (EDT) via video conference. The meeting was recorded and subsequently posted to the City’s website for TSHC.

Directors in Attendance:

  • Maureen Quigley (Chair)
  • Councillor Paul Ainslie
  • Lawrence D’Souza
  • Councillor Paula Fletcher
  • Linda Jackson
  • Warren Law
  • Carrie MacNeil
  • Jim Meeks
  • Brenda Parris
  • Tom Azousz – Stand in for Chris Murray, ex-officio

City staff present:

  • Emily Gaus, Project Manager, Tenants First – Social Development, Finance and Administration
  • Emma Helfand-Green, Management Consultant, Seniors Services – Seniors Services and Long-Term Care
  • Michael Smith, Solicitor, Municipal Law – City of Toronto Legal Services Division

TSHC representatives present:

  • Michael Sherar, Interim Transitional Lead and Chief Corporate Officer

Board Secretary present:

  • Monique Hutchins, Managing Director – DSA Corporate Services Inc.

CONSTITUTION AND NOTICE OF MEETING

Ms. Quigley served as Chair of the Meeting and Ms. Hutchins served as recording secretary.
All the Directors being present with notice of the Meeting being given, the Chair declared the Meeting to have been properly called and constituted for the transaction of business.

ITEM 1: CHAIR’S REMARKS

The Chair welcomed everyone to the second Board meeting and noted the Acknowledgement of the Land. She introduced Michael Sherar, the TSHC Interim Transitional Lead and Chief Corporate Officer and provided a brief review of his background. She noted that the public meeting was being recorded in order to post on the City’s website for TSHC for public viewing. She asked that all attendees introduce themselves.

ITEM 2: APPROVAL OF PUBLIC MEETING AGENDA

The Chair asked if there were any additions to the public meeting agenda. Hearing none:

Motion carried

UPON MOTION, duly made by Ms. Jackson, and seconded by Mr. Law, IT WAS RESOLVED THAT the public meeting agenda, as presented, is hereby approved.

ITEM 3: APPROVAL OF PAST MINUTES

The Chair tabled the minutes of the last public meeting held on June 30, 2021 and asked that they be taken as read.

Motion carried

UPON MOTION, duly made by Mr. Law, and seconded by Ms. MacNeil, IT WAS RESOLVED THAT the public meeting minutes of June 30, 2021, as table, are hereby approved.

ITEM 4: CHAIR’S POLL RE: CONFLICT OF INTEREST

The Chair requested that members of the Board declare whether they were in conflict of interest, together with the nature of the interest, with any agenda item.

No conflicts were declared.

ITEMS 5-9: CLOSED SESSION

Motion carried

UPON MOTION, duly made by Councillor Fletcher and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board move into a closed session.

ITEM 10: MOTION TO APPROVE IN-CAMERA DECISION

Mr. D’Souza announced his interest in this item and recused himself from the vote.

Motion carried

UPON MOTION, duly made by Ms. Jackson and seconded by Mr. Law and unanimously carried by the remaining directors, IT WAS RESOLVED THAT the Board approves the election of Director D’Souza to the position of Vice Chair of the Board of Toronto Seniors Housing Corporation for the current term of his appointment to the Board (May 6th, 2023).

ITEM 11: INTERIM TRANSITIONAL LEAD AND CHIEF CORPORATE OFFICER’S REPORT

At the invitation of the Chair Mr. Sherar provided a verbal report. He thanked the Board for the opportunity to support TSHC through this role and City staff for their assistance through the transition. He reviewed several items, including progress on establishing corporate functions and orientation with TCHC on the integrated service model and tenant engagement. He discussed the funds allocated by the City of Toronto to support the launch of TSHC and its transition work. He indicated that he is working a revised Work Plan, one that will be more operationally detailed and finalized though to 2022, however he will provide an update at the next Board meeting.

ITEM 12: TSHC 2021 BUDGET AND ACCEPTANCE OF FUNDS

At the invitation of the Chair, Mr. Sherar, provided a review of report (BD:2021-09) which outlined information on the budget and receipt of funds from the City. He noted that he has revised the interim budget for the balance of 2021. He tabled an amendment to the original motion to note the acceptance of funds from the City.
In discussion, Councillor Fletcher asked about the post transition budget and the capital plan for the 83 buildings that will come under TSHC.

Motion carried

UPON MOTION, duly made by Councillor Fletcher and seconded by Ms. Parris, IT WAS RESOLVED THAT the Transitional Lead provide a current baseline budget and capital cost forecast of the 83 buildings under the TSHC.

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded by Councillor Fletcher, IT WAS RESOLVED THAT the motion be amended.

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. Jackson, IT WAS RESOLVED THAT that the Directors receive the report and approve the TSHC 2021 Budget and authorizes the acceptance of funds by the TSHC from the City of Toronto is approved as amended.

ITEM 13: MOTION TO APPROVE INTERIM SIGNING AUTHORITIES’ POLICY

At the invitation of the Chair, Mr. Sherar, provided a review of report (BD:2021-10) which outlined information on the need to have interim signing authorities with respect to the commitment of funds and payment of accounts of the TSHC.

Motion carried

UPON MOTION, duly made by Counsellor Ainslie and seconded by Mr. D’Souza and unanimously carried, IT WAS RESOLVED THAT the Board approve the interim financial commitment and signing authority policy.

ITEM 14: MOTION TO APPROVE THE BANKING FACILITIES/BANKING ARRANGEMENTS

At the invitation of the Chair, Mr. Smith, provided a review of report (BD:2021-11) which outlined information on the requirement of banking services, including a bank account to conduct financial transactions necessary to organize and operate TSHC.

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Mr. Meeks and unanimously carried, IT WAS RESOLVED THAT:
a) The Royal Bank of Canada is hereby appointed as the bank to the Toronto Seniors Housing Corporation;
b) The Transitional Lead/Chief Corporate Officer may withdraw funds from accounts of the Corporation by way of cheque, wire payment instruction, pre-authorized debit authorization, or other order for the payment of money from accounts in an amount not exceeding $50,000.00 in any one instance;
c) Any two of the Chair of the Board of Directors, the Vice Chair of the Board of the Board of Directors and the Transitional Lead and Chief Corporate Officer may withdraw funds from accounts by way of cheque, wire payment instruction, pre-authorized debit authorization, or other order for the payment of money from accounts in any amount exceeding $50,000.00 in any one instance; and

d) Any two of the Chair of the Board of Directors, the Vice Chair of the Board of the Board of Directors and the Transitional Lead and Chief Corporate Officer are authorized and directed to execute and deliver to that Bank such agreements, certificates and other banking documents in their absolute discretion relating to products or services provided by that Bank that the Bank may reasonably require or they may consider to be necessary or advisable in order to operate one or more accounts with that Bank.

ITEM 15: MOTION TO APPROVE ADOPTION OF INTERIM DEPUTATIONS POLICY

At the invitation of the Chair, Mr. Sherar, provided a review of report (BD:2021-12) which outlined information on the requirement of TSHC to have a deputation policy whereby stakeholders of the Corporation are able to make representation to the Board of the Corporation.
In discussion, Ms. Parris, Ms. Jackson and Councillor Fletcher spoke to the issue of whether the current Toronto Community Housing Corporation policy is appropriate for the TSHC as there was felt to be a need for more robust tenant engagement. It was advised that TSHC develop its own policy on deputations.

Motion carried

UPON MOTION, duly made by Councillor Fletcher and seconded by Counsellor Ainslie, IT WAS RESOLVED THAT the policy name be changed to interim.

Motion carried

UPON MOTION, duly made by Ms. Jackson and seconded by Mr. Law and unanimously carried, IT WAS RESOLVED THAT:
a) The Board approve the adoption of the attached TCHC deputations policy for TSHC until a TSHC specific deputations policy is developed and brought to the Board for approval at a later time; and

b) Management take necessary steps to give effect to the deputations policy, including informing all stakeholders of these procedures.

ITEM 16: MOTION TO APPROVE LEGAL COUNSEL/CORPORATE SECRETARY RECRUITMENT PROCESS

At the invitation of the Chair, Mr. Sherar provided a review of report (BD:2021-13) which outlined information on the Corporation’s legal service requirements and a recommendation to recruit a permanent person in the role of Legal Counsel/Corporate Secretary.
In discussion, Councillor Fletcher and Ms. Parris spoke to the importance of diversity, transparency, and final approval of hiring as the person hired would report directly to the Board.

Motion carried

UPON MOTION, duly made by Ms. Jackson and seconded by Ms. Parris and unanimously carried, IT WAS RESOLVED THAT the Board amend the motion to include approval of a candidate by the Board.

Motion carried

UPON MOTION, duly made by Ms. Parris and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT:
a) Management of the TSHC is hereby authorized and directed to take such steps are necessary or expedient to recruit for the position of a permanent in-house Legal Counsel/Corporate Secretary for approval of a candidate by the Board; and

b) A joint Board/Management panel consisting of the Transitional Lead/Chief Corporate Officer, Board Chair and Director Law be struck to carry out the recruitment for such position.

ITEM 17: BOARD OF DIRECTORS PRELIMINARY WORK PLAN

At the invitation of the Chair, Mr. Sherar advised the Board on the amendments made to the preliminary work plan noting key items that will be brought to the Board at the September 28, 2021 meeting.

ITEM 18: TERMINATION

Motion carried

UPON MOTION, duly made by Councillor Ainslie and seconded by Mr. Meeks, IT WAS RESOLVED THAT the public meeting terminate at 5:10 p.m. (EDT).

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Maureen A. Quigley, Chair

Board of Directors

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Monique Hutchins, Secretary