December 14, 2021
Board of Directors
Toronto Senior Housing Corporation
Directors in Attendance:
- Maureen Quigley (Chair)
- Lawrence D’Souza
- Councillor Paula Fletcher
- Linda Jackson
- Warren Law
- Carrie MacNeil
- Jim Meeks
- Brenda Parris
- Councillor Paul Ainslie
- Paul Johnson, City of Toronto, Ex-Officio Member
TSHC representatives present:
- Michael Sherar, Interim Transitional Lead and Chief Corporate Officer
- Rajni Vaidyaraj, Interim Executive Assistant
- Mary Tate, Interim Project Management Lead
- Helena Ferreira, Interim Human Resources Lead
- Norman Rees, Interim Financial Lead
- Arlene Howells, Interim Communications and Stakeholder Relations Lead
Board Secretary present:
- Anjali Chauhan, Account Executive – DSA Corporate Services Inc.
CONSTITUTION AND NOTICE OF MEETING
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 sixth Board meeting and stated that the meeting was being live streamed on YouTube. The Chair noted the Acknowledgement of the Land. The Chair provided the highlights of the work completed over the past seven months through the virtual conduct of monthly board meetings, orientation sessions and workgroup meetings. She noted that the Board Standing Committees will begin their work in January 2022 and expected to meet the Board members in person by the end of March 2022. She thanked Mr. Sherar and the transition team for their hard work and support on all matters to ensure an efficient and effective transition aligned with the expectations of the City of Toronto. She noted the focus of the Board and management to ensure the readiness to assume the operational responsibility as landlord for the 83 senior buildings and over 14,000 tenants on June 1, 2022. She noted that the Board will be asked to authorize the management team to begin negotiations with Toronto Community Housing Corporation (TCHC) on two major components of the transition plan during the closed session. She informed the Board that tenant input was received on two elements of the transition, namely, tenant input plan and important attributes of the TSHC’s first Chief Executive Officer (CEO). The Chair thanked the Board members for their commitment and contribution. She stated that two deputation requests were received in relation to agenda Item 15 and 22 and the deputants will join via phone.
ITEM 2: APPROVAL OF PUBLIC MEETING AGENDA
ITEM 3: CHAIR’S POLL RE: CONFLICT OF INTEREST
No conflicts were declared.
ITEMS 4-11: CLOSED SESSION
UPON MOTION, duly made by Mr. Law and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board move into a closed session.
ITEM 12: MOTION TO APPROVE CLOSED SESSION DECISION
UPON MOTION, duly made by Ms. MacNeil and seconded by Mr. Law and unanimously carried, IT WAS RESOLVED THAT the Board of Directors authorize the Transitional Lead and Chief Corporate Officer (or his designate) to enter into preliminary negotiations with TCHC on the lease agreement for the operation of the 83 seniors-designated buildings.
ITEM 13: APPROVAL OF PUBLIC MEETING MINUTES OF NOVEMBER 23, 2021
UPON MOTION, duly made by Mr. Law, and seconded by Ms. Jackson, IT WAS RESOLVED THAT the public meeting minutes of November 23, 2021, as tabled, are hereby approved.
ITEM 14: APPROVAL OF CLOSED SESSION MINUTES OF NOVEMBER 23, 2021
UPON MOTION, duly made by Councilor Ainslie and seconded by Mr. Law, IT WAS RESOLVED THAT the closed session meeting minutes of November 23, 2021, as tabled, are hereby approved.
ITEM 15: MATTERS ARISING – ACTION ITEMS
DEPUTATION: The following verbal deputation was received with respect to Action items list.
Mr. Lohman further explained tenant engagement issues and concerns surrounding the role of STAC. Councilor Fletcher noted to take the comments regarding role of STAC under advisement at the City Council. Mr. Lohman answered questions on concerns regarding access to recreational activities and use of common space, noting the process being more complicated than before. Councilor Fletcher requested Mr. Johnson to inquire and report back to the Board on this issue.
ITEM 16: TRANSITIONAL LEAD’S REPORT
Councilor Fletcher noted that she will be putting a motion forth at City Council regarding STAC to ensure it is brought back under Tenant’s First team at City.
ITEM 17: APPROVAL OF THE ASSIGNMENT OF BOARD MEMBERS TO THE JOINT TRANSITION WORKGROUP
UPON MOTION, duly made by Councilor Fletcher and seconded by Mr. Meeks and unanimously carried, IT WAS RESOLVED THAT the Board of Directors defer the decision on the assignment of members to the Joint Transition Workgroup until the next meeting.
ITEM 18: PROJECT STATUS REPORT AND RISKS
Discussed at the end of the approval items
ITEM 19: TSHC CORPORATE OFFICE LOCATION
UPON MOTION, duly made by Mr. Meeks and seconded by Ms. Parris and unanimously carried, IT WAS RESOLVED THAT the Board of Directors approve 423 Yonge Street, Toronto to be Toronto Seniors Housing Corporation Corporate Head Office.
ITEM 20: FINANCIAL RESULTS THROUGH NOVEMBER 30, 2021
At the invitation of the Chair, Mr. Rees provided a review of informational report (BD:2021-42) which provided an update on TSHC’s current financial position, and year-end external audit planning. He outlined the key highlights on Financial Results through November 30,2021. He provided an overview of discussions with KPMG noting the scope of audit. He informed that the City of Toronto requires draft audited financial statements by March 4, 2022. He noted that the audited financial statements will come to the Board for approval at its February 23, 2022 meeting based on the proposed new Board dates.
ITEM 21: APPROVAL OF THE 2022 TRANSITION BUDGET AND 2022 BUDGET
UPON MOTION, duly made by Ms. Parris and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board of Directors approve the 2022 Transition Budget (January 1 to May 31, 2022) in the amount of $2,831,000 and that the Board of Directors authorize the Board Chair and Interim Transitional Lead and Chief Corporate Officer to sign the Memorandum of Understanding, entitled ‘To Enable Transitional Operating Funding to Support Long-Term Sustainability’ with the City of Toronto.
UPON MOTION, duly made by Ms. Parris and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board of Directors submit a 2022 Incremental Budget – Operations (June 1 to December 31, 2022) in the amount of $7,595,000 to the City of Toronto, direct management to work with the City of Toronto to ensure that sufficient funds are available to operate TSHC and bring back to the Board of Directors
a final 2022 Incremental Budget- Operations.
ITEM 22: TENANT INPUT PLAN FOR TRANSITION
The Board members provided comments on the report and detailed discussion ensued on tenant input. Ms. MacNeil proposed to replace the term “elected tenant leaders” with “building representatives”. Ms. Howells thanked members for the feedback on the report.
UPON MOTION, duly made by Councilor Fletcher, and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT the Board hereby approves that a request be made to the Deputy City Manager of the City of Toronto to ensure that the Senior Tenants Advisory Committee (STAC) has input into the creation of the agendas related to the tenant input plan.
ITEM 23: 2022 BOARD MEETING DATES (REVISED)
UPON MOTION, duly made by Councilor Ainslie and seconded by Ms. Jackson and unanimously carried, IT WAS RESOLVED THAT Board of Directors approve the revised 2022 Board Meeting Dates.
ITEM 18: PROJECT STATUS REPORT AND RISKS
At the invitation of the Chair, Ms. Tate provided a review of the informational report (BD:2021-40) providing information on work completed in the previous month as well as planned work for the upcoming month. She noted that the status report also flagged any major project risks. She further answered questions from the Board.
ITEM 24: TERMINATION
UPON MOTION, duly made by Councilor Ainslie and seconded by
Ms. MacNeil, IT WAS RESOLVED THAT the public meeting terminate at 11:40 a.m. (EDT).
Maureen A. Quigley, Chair
Board of Directors