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Public Minutes

June 30, 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 June 30, 2021 at 8:30 a.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
  • Chris Murray, ex-officio

City staff present:

  • Giuliana Carbone, Deputy City Manager, Community & Social Services
  • Emily Gaus, Project Manager, Tenants First – Social Development, Finance and Administration
  • Emma Helfand-Green, Management Consultant, Seniors Services – Seniors Services and Long-Term Care
  • Kevin Lee, Senior Corporate Management & Policy Consultant – City Manager’s Office
  • Jenn St. Louis, Manager, Tenants First – Social Development, Finance and Administration
  • Reema Patel, Solicitor, Municipal Law – City of Toronto Legal Services Division
  • Michael Smith, Solicitor, Municipal Law – City of Toronto Legal Services Division

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 inaugural Board meeting and noted the Acknowledgement of the Land. She outlined the Board’s mandate and noted that following several years of planning, the formation of the TSHC was officially approved by City Council in May 2021. She expressed appreciation to the City of Toronto Council and staff and Toronto Community Housing Board and staff for their leadership and support in laying the foundation for the Toronto Seniors Housing Corporation. 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 Mr. D’Souza, and seconded by Ms. Jackson, IT WAS RESOLVED THAT the public meeting agenda, as presented, is hereby approved.

ITEM 3: CHAIR’S POLL RE: CONFLICT OF INTEREST

Mr. Smith presented an overview of what constitutes a 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. In response to a question from Ms. Parris, Mr. Smith provided clarification on what was deemed a conflict of interest in regard to family relationships and outside of family relationships.

No conflicts were declared.

ITEM 4: FILED ARTICLES OF INCORPORATION

Ms. Patel provided a verbal presentation of the report (BD:2021-01)

Motion carried

UPON MOTION, duly made by Ms. MacNeil and seconded by
Councillor Fletcher, IT WAS RESOLVED THAT the Directors receive the report on the incorporation of the Toronto Seniors Housing Corporation and direct that the certified Articles of Incorporation be inserted into the Corporation’s minute book.

ITEM 5: SHARE CERTIFICATE AND ISSUANCE OF SHARES

Mr. Smith provided a verbal presentation of the report (BD:2021-02)

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Councillor Ainslie and unanimously carried, IT WAS RESOLVED THAT:
a) the form of share certificate, a specimen of which is attached hereto, is hereby approved and adopted as the form of certificate to evidence common shares of the Corporation;
b) any two of the Directors or Officers of the Corporation may sign all share certificates on behalf of the Corporation;
c) the subscription of the City of Toronto (the “Subscriber”) for one hundred (100) common shares in the capital of the Corporation is hereby accepted; and

d) the Directors hereby fix the sum of $1 as the aggregate consideration for the shares, respecting the issuance of the shares to the Subscriber, and hereby add such consideration to the stated capital account in respect of the shares.

ITEM 6: ADOPTION OF GENERAL BY-LAW NO. 1

Mr. Smith provided a review of the report (BD:2021-03) with a PowerPoint presentation. He noted and provided an explanation of the proposed amendment to Article 8 of By-Law No. 1 arising from an earlier request by Mr. Law that a more comprehensive statement of indemnifications be considered.

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. Parris and unanimously carried, IT WAS RESOLVED THAT:
a) Article 8 of By-Law No.1 be replaced with the attached text;
b) By-Law No. 1 in the form which has been presented to the Directors, as amended in a), is hereby enacted as a By-Law of the Corporation; and

c) The Chair is hereby authorized and directed to sign the said By- Law as so enacted as evidence of the foregoing and to insert the same into the front portion of the minute book of the Corporation.

ITEMS 7-11: CLOSED SESSION

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. Parris
and unanimously carried, IT WAS RESOLVED THAT the Board move into a close session.

ITEM 12: MOTION TO APPROVE IN-CAMERA DECISION

Motion carried

UPON MOTION, duly made by Mr. Law and seconded by Ms. MacNeil and unanimously carried, IT WAS RESOLVED THAT:
a) the Directors acknowledge they have received the report of interviews conducted with the shortlist of candidates for the position of Transitional Lead and Chief Corporate Officer prepared by the Deputy City Manager, Community and Social Services, and have accepted the recommendation of a successful candidate;
b) the recommended successful candidate be appointed to the position of Transitional Lead and Chief Corporate Officer of the Corporation subject to the finalization of terms and conditions of employment;
c) the Directors delegate authority to the Chair to finalize the terms and conditions of employment with the recommended candidate;
d) the Chair be directed to advise the Shareholder of the Directors’ decision to appoint a Transitional Lead and Chief Corporate Officer and work with City staff to arrange the terms and conditions, including remuneration, of the Transitional Lead and Chief Corporate Officer’s employment with the Corporation; and

e) the personal information of the candidate received by the Board shall remain confidential as personal matters about an identifiable individual; and that the name of the appointed Transitional Lead and Chief Corporate Officer be announced when the terms and conditions of their employment are finalized.

ITEM 13: PROCESS TO SELECT VICE-CHAIR

The Chair reviewed the report regarding the process for selection of a Vice-Chair (BD:2021-05) including the criteria for the position. She also confirmed that the Vice-Chair does not automatically become Chair should the Chair vacate her position, as the Chair is appointed by Toronto City Council.

Motion carried

UPON MOTION, duly made by Councillor Ainslie and seconded by
Mr. Meeks, IT WAS RESOLVED THAT the Directors adopt the Vice-
Chair Selection Process.

ITEM 14: FINANCIAL LETTER FROM DEPUTY CITY MANAGER

At the invitation of the Chair, Ms. St. Louis, on behalf of the Deputy City Manager, provided a review of the report (BD:2021-06) which outlined information on budget. She noted that City administration has prepared an interim budget for the balance of 2021 until the Transitional Lead has been hired, at which time the Transitional Lead would review and recommend a detailed budget to the Board of Directors for approval.
In response to a question from Mr. D’Souza, the Chair noted that the Board will be asked to establish a committee structure, policies and processes for ongoing approval and oversight of the Budget and other financial matters in the coming months.

Motion carried

UPON MOTION, duly made by Mr. D’Souza and seconded by Ms. Parris, IT WAS RESOLVED THAT the Directors receive the report and attachments from the Deputy City Manager, Community and Social Services, for information.

ITEM 15: BOARD OF DIRECTORS PRELIMINARY WORK PLAN

In introducing this matter, the Chair advised that following the appointment of the Chief Corporate Officer and Transitional Lead, it will be their priority to develop a 12-month critical path and work plan for review and approval by the Board. In the meantime, at the invitation of the Chair, Ms. St. Louis, Manager, Tenants First, City of Toronto, provided a review of the preliminary work plan that was prepared by City staff for suggested activities to be completed by the September 28, 2021 Board meeting. (BD:2021-07). It is anticipated that this preliminary work plan will also be revised by the Chair and Transitional Lead.
In discussion, concern was expressed by Councillor Fletcher and Ms. Parris that it is the responsibility of the Board to select a search firm to support the Board in hiring a permanent Chief Executive Officer, supported by a Board Committee and the Transitional Lead. It was also noted that it is the responsibility of the Board in consultation with the Transitional Lead to select the Legal Counsel.
Councillor Ainslie inquired about the appointment of auditors and whether the City auditors would be utilized. Mr. Lee discussed the process of appointing an auditor and that it is the Corporation’s responsibility to hire an auditor at this time, whether it be the City’s auditor or another auditor.

Motion carried

UPON MOTION, duly made by Councillor Fletcher and seconded by Ms. MacNeil, IT WAS RESOLVED THAT the work plan be amended to reflect that the selection of an executive search firm and the retention of legal counsel is the responsibility of the Board

UPON FURTHER MOTION, duly made by Councillor Fletcher and seconded by Ms. MacNeil, IT WAS RESOLVED THAT the Directors adopt the preliminary Work Plan as described in the report and amended at the Meeting.

Following approval of the preliminary work plan as amended, the Chair advised the Board that in preparation for the second Orientation session in September, she has requested the staff to include a briefing on two additional topics: the current TCHC Board committee structure and policies and the current TCHC processes and mechanisms for tenant engagement. In addition, she will be suggesting an approach to the orientation session to enable Directors to be more actively engaged and utilize Directors’ knowledge and expertise.

In anticipation of discussion of TCHC Tenant engagement, Councillor Fletcher requested that the Board be provided with a report on the status of the current TCHC Tenant Engagement System and Ms. Parris requested informal opportunities for Directors to become more familiar with the Seniors Housing portfolio.

ITEM 16: TERMINATION

Motion carried

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

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Maureen A. Quigley, Chair

Board of Directors

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Monique Hutchins, Secretary