Board of Directors
Board Chair, Janice Johnson conducting the Chair's Report at the September 28, 2017 Annual General Meeting.
Board members are elected from within On Co-op's membership by the voting Members of the Association. Directors are elected for a three-year term, with the exception of the Youth Director who is elected for a one-year term. Directors participate in various On Co-op working groups and committees.
ON CO-OP BOARD OF DIRECTORS FOR 2017:
(Please note that this is not the order as represented in the photo above)
- Janice Johnson, representing GROWMARK, Inc. - CHAIR (term ends 2018)
- Michelle Vieira, representing Ag Energy Co-operative - VICE CHAIR (term ends 2019)
- Joel Lalonde, representing Central 1 Credit Union - TREASURER (term ends 2020)
- Mark Hamel, representing Gay Lea Foods Co-operative (term ends 2018)
- Crystal McNerney, representing CHF Canada, Ontario Region (term ends 2019)
- Maureen Gillespie, representing The Co-operators (term ends 2018)
- Sally MIller, representing Local Food and Farm Co-ops (term ends 2020)
- Hugh Nelson, representing Y's Owl Maclure Co-operative Centre (terms ends 2018)
- Laura Toombs, Ag Energy Co-operative - YOUTH DIRECTOR (term ends 2018)
The Board of Directors is elected from (and by) the membership of the Ontario Co-operative Association and has the statutory power and obligation as granted by our Co-operative’s bylaws and the Co-operative Corporations Act. The Board sets and monitors the strategic direction of the Co-operative. The role of the Board is primarily one of stewardship and strategic visioning rather than operational support.
- The Board consists of nine directors; five of these nine positions are designated seats for members paying $50,000 or more in annual dues, as per Bylaw 6.01(g).
- Officers include a Chair, Vice-Chair and Treasurer, who are appointed by the Board. One position is designated to a youth representative (25 years or age or under), with the same rights, responsibilities and obligations as all other directors.
- The Board works within an approved budget and is accountable to the Members.
- To download the Board of Directors nomination package, please see the '"Downloads" section at the right.
ABOUT THE BOARD OF DIRECTORS
- Eligibility and Powers
- The Role of the Board of Directors
- Fiduciary Duty and Accountability
- Code of Conduct
- Other Information
A representative from any Voting Member in good standing may stand for election to the On Co-op Board if he/she has their nomination properly submitted by their own co-op and meets the requirements under the Ontario Co-operative Corporations Act, and the bylaws and policies of the Ontario Co-operative Association.
If the Voting Member is a federation or association, it may choose to submit a candidate from its own organization or from within its own membership. Only Voting Members of the Ontario Co-operative Association may submit candidates for election to the Board of Directors.
On Co-op Associate Members (Supporters, Friends or Members of Member Organizations/MOMOs) are not considered “members” under the Co-operative Corporations Act and cannot nominate candidates or vote in elections. Supporters and Friends may apply to the Board to become Voting Members, and once accepted may submit candidates for nomination to the On Co-op Board of Directors.
The Youth Director is not expected to represent a particular Voting Member, and may therefore be a candidate from any organization affiliated with On Co-op including Supporters, Friends and MOMOs.
Under the Co-operative Corporations Act, Director qualifications include:
- A majority of the directors on a board must be resident Canadians;
- Directors must be eighteen years of age or over; and
- People who are in a state of undischarged bankruptcy (bankruptcy proceedings are still underway) or who are mentally incompetent cannot be directors.
Term of Office
Directors are elected at the On Co-op Annual General Meeting. An On Co-op director serves for a term of three years. The youth representative sits for a term of one year. Vacancies, when they occur mid-term, may be filled by the On Co-op Board and the positions ratified at the next AGM.
Directors may serve a maximum of THREE three-year terms. Directors who are appointed midway through the year or assume the term of another director are considered to be completing the term of the position recently vacated, and may consequently serve for less than three full terms.
Statutory Powers of the Board
The Board is elected from (and by) the membership of the Ontario Co-operative Association and has the statutory power and obligation as granted by the co-operative’s bylaws and the Co-operative Corporations Act. The role of the Board is primarily one of stewardship.
Directors are elected for a three-year term, with the exception of the Youth Director who is elected for a one-year term. Board members may be appointed by the Board of Directors to fill vacancies. The membership will ratify the appointments at its next general membership meeting.
The Role of the Board of Directors
- Participate in the democratic structure of On Co-op (including creating, discussing and voting on proposals and assisting in policy-forming).
- Delegated, by the Members, the authority to exercise all of the Board powers that can be legally exercised between General Members’ meetings.
- Has the authority, as provided by Members, to hold meetings and to exercise all of the Members' powers that can be legally exercised between Members meetings.
- The Board will work within an approved budget and will be accountable to the Members.
Fiduciary Duty and Duty of Care
The Board’s fundamental relationship is guided by a fiduciary principle that requires each director to act honestly and in good faith with a view to the best interests of the co-operative. In exercising their powers and discharging their duties, every director must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. These principles require a director to put the co-operative’s interests first, avoid conflicts of interest and avoid exploiting business opportunities for self interest purposes.
The Board will designate the table officers and specify their duties of oversight. In addition, the Board may discharge its responsibilities through standing committees such as the Human Resources, Regulatory Affairs, Membership and Governance, or Finance Committees and such other committees or task forces as required from time to time. The duties and responsibilities delegated to standing committees of the Board are prescribed in the terms of reference of such standing committees.
The Board is accountable to:
- The current and future members of the Co-operative;
- Provincial, federal and other legislation; and
- The institutions that fund the Co-operative.
- The Co-operative carries a reasonable amount of directors’ liability insurance for each board member.
- The co-operative will indemnify all directors and officers, and their heirs and legal personal representatives, to the maximum extent permitted by section 110 of the Co-operative Corporations Act.
- Board members are not compensated and do not receive an honorarium or per diem for participating in board, committee or other meeting, conferences, workshops or assemblies, or for representing the Co-operative.
- Reimbursement for direct expenses up to $500 annually will be available for those board members who cannot secure sufficient financial support from their organization or sector, and/or for whom the lack of financial support would preclude the individual’s effective participation as an On Co-op board member.
Board of Directors Responsibilities include:
- Creating and supporting the vision and strategic direction for the Ontario Co-operative Association
- Planning for the future needs of the Co-operative
- Overseeing the Co-operative’s finances and co-op property
- Leading a democratic organization
- Managing the Co-operative’s risk, including legal, financial and reputational
- Employing and evaluating the Executive Director’s performance
- Capitalizing or fundraising for the Co-operative
- Overseeing the committees and task forces of the Ontario Co-operative Association
- Reporting to members on any actions taken on their behalf
- Representing the interests of the Co-operative and its members in relations with the co-operative sector, government agencies and the larger community
- Facilitating a two-way flow of information between On Co-op and their co-op’s staff, Board and members
- Participation in On Co-op events, conferences and activities
Participation in Meetings
Directors must be able to attend regular meetings of the Co-operative. Within a one-year period, these normally consist of:
- One board meeting quarterly (meetings are generally 5-6 hours long)*
- Three-four board teleconferences or web-conferences (generally 1 hour long)
- One-two general members’ meetings
- One newly-elected board member orientation session
- One Board retreat and/or planning session, generally 2-days long
- Participation in standing committees or task forces, most of which meet quarterly
- Teleconferences/web conferences and additional meetings as required
*Directors should be prepared to attend at least 50% of scheduled board meetings in person. A summary of Directors’ meeting attendance is provided to the membership annually.
Code of Conduct
- Directors have authority only as a Board
- Decisions are only made at duly constituted meetings
- Conflicts of interest are declared
- Open discussion and trust are key
- Confidentiality is maintained
- Leadership by example
- Demonstrate respect for others
- Directors work for the good of the Co-op
- Directors support the decisions of the Board
- Demonstrate tolerance; no discrimination must occur
Being a member of the Board of Directors of the Ontario Co-operative Association Inc. (On Co-op) is an opportunity for representatives from On Co-op Voting Member organizations to contribute their knowledge, energy and commitment to the well-being of co-ops and credit unions in Ontario.
Your involvement will give you broader and deeper experiences in the co-op sector and an appreciation of the benefits of co-ops, credit unions and sector stakeholders working together.
On Co-op will benefit from your expertise, skills and sector knowledge. Your organization will also benefit from the professional development and additional skills, experience and knowledge you will gain as a result of sitting on the Board and immersing yourself in strategic direction and governance of the organization.
- One of the positions on the On Co-op board of directors is reserved for a Youth Director. This is a full board position, with all the rights and obligations of any other director on our board. This is one very tangible way that On Co-op demonstrates its commitment to and empowerment of youth - the co-op leaders of tomorrow!
- The Youth Director position is available to young people in the Ontario co-operative or credit union movements who are 25 years of age or under at the time of election to the Board.
- The Board has a competency and skills matrix that it uses to ensure that all current and potential board members have the skills and/or professional development path to govern the Co-operative.
- Additional information can be obtained by downloading the board documents from the 'Related Documents' section at right.
- Elections to be the Board of Directors are held during the Annual General Meeting, usually held in June of each year. More information on nominations or appointments to the Board can be obtained by contacting On Co-op at the co-ordinates below.