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SILVER MEADOWS CO‑OPERATIVE INC.

BOARD POLICY MANUAL

(Approved by the Founding Board — Version 1.0)

SECTION 1 — GOVERNANCE FRAMEWORK

1.1 Purpose of the Board Policy Manual

This manual establishes the governance structure, responsibilities, and operating procedures of the Board of Directors of Silver Meadows Co‑operative Inc. It ensures consistency, transparency, and accountability in all board activities.

1.2 Authority

The Board derives its authority from:

  • The Co‑operative Corporations Act (Ontario)
  • The Articles of Incorporation
  • The Bylaws of Silver Meadows Co‑operative Inc.

Where conflicts arise, legislation prevails, followed by bylaws, then this manual.

1.3 Mission Statement

Silver Meadows Co‑operative exists to provide affordable, safe, community‑focused senior living through a member‑owned, non‑profit housing model.

1.4 Vision Statement

A thriving, supportive senior community where members live independently with dignity, connection, and access to essential services.

1.5 Core Values

  • Respect
  • Transparency
  • Accountability
  • Community
  • Safety
  • Inclusion

SECTION 2 — BOARD STRUCTURE

2.1 Composition

The Board consists of 5 to 7 directors, elected from the membership.

2.2 Officer Roles

The Board elects the following officers annually:

President

  • Provides leadership to the Board
  • Chairs meetings
  • Represents the Co‑operative publicly
  • Ensures board compliance and effectiveness

Vice‑President

  • Supports the President
  • Acts in the President’s absence

Secretary

  • Maintains records and minutes
  • Oversees notices, filings, and documentation

Treasurer

  • Oversees financial reporting
  • Chairs the Finance Committee
  • Ensures proper financial controls

2.3 Term Lengths

Directors serve three‑year terms, staggered to ensure continuity.

2.4 Eligibility Requirements

Directors must:

  • Be members in good standing
  • Be at least 18 years old
  • Not be bankrupt or legally incapable

SECTION 3 — BOARD RESPONSIBILITIES

3.1 Governance Duties

The Board is responsible for:

  • Strategic planning
  • Policy development
  • Financial oversight
  • Risk management
  • Ensuring legal compliance
  • Hiring and supervising senior staff (when applicable)
  • Protecting the long‑term sustainability of the Co‑operative

3.2 Fiduciary Duties

Directors must act with:

  • Duty of Care — informed, diligent decision‑making
  • Duty of Loyalty — acting in the Co‑operative’s best interest
  • Duty of Obedience — following laws and bylaws

3.3 Code of Conduct

Directors must:

  • Maintain confidentiality
  • Treat members and staff respectfully
  • Avoid conflicts of interest
  • Support board decisions once made
  • Refrain from interfering with operations

SECTION 4 — BOARD OPERATIONS

4.1 Meetings

  • Held at least six times per year
  • Special meetings may be called by the President or majority of directors
  • Quorum is a majority of directors

4.2 Agenda Structure

A standard agenda includes:

  1. Call to Order
  2. Approval of Agenda
  3. Approval of Minutes
  4. Reports (President, Treasurer, Committees)
  5. Old Business
  6. New Business
  7. In‑Camera Session (if required)
  8. Adjournment

4.3 Decision‑Making

  • Majority vote
  • Consensus encouraged
  • In‑camera decisions recorded separately

4.4 Minutes

Minutes must include:

  • Date, time, location
  • Attendance
  • Motions and votes
  • Action items
  • In‑camera decisions (recorded confidentially)

SECTION 5 — COMMITTEES

5.1 Purpose of Committees

Committees support the Board by providing research, recommendations, and oversight.

5.2 Standing Committees

Finance Committee

  • Reviews budgets
  • Oversees audits
  • Monitors financial health

Governance Committee

  • Oversees bylaws and policies
  • Manages board recruitment and training

Membership Committee

  • Reviews membership applications
  • Oversees member engagement and disputes

Community & Wellness Committee

  • Plans community programs
  • Supports wellness initiatives

5.3 Committee Authority

Committees recommend — they do not make binding decisions unless delegated by the Board.

SECTION 6 — FINANCIAL OVERSIGHT

6.1 Budget Approval

The Board approves the annual operating budget and capital plan.

6.2 Financial Reporting

The Treasurer provides:

  • Monthly financial statements
  • Quarterly variance reports
  • Annual audited statements

6.3 Signing Authority

All cheques and financial documents require two authorized signatures, one being an officer.

6.4 Reserve Funds

The Board maintains reserves for:

  • Capital replacement
  • Emergency repairs
  • Long‑term sustainability

SECTION 7 — RISK MANAGEMENT

7.1 Risk Categories

The Board monitors risks related to:

  • Financial stability
  • Legal compliance
  • Member safety
  • Property maintenance
  • Governance failures

7.2 Insurance Requirements

The Co‑operative must maintain:

  • Property insurance
  • Liability insurance
  • Directors & Officers (D&O) insurance

7.3 Crisis Response

The Board ensures policies exist for:

  • Medical emergencies
  • Fire and evacuation
  • Severe weather
  • Member wellness concerns

SECTION 8 — BOARD–STAFF RELATIONS

(For future use once staff are hired)

8.1 Role of the Board

  • Sets direction
  • Oversees performance
  • Does not manage day‑to‑day operations

8.2 Role of Staff

  • Implements board policies
  • Manages daily operations
  • Reports to the Board through the President or Executive Director

8.3 Performance Evaluation

The Board conducts an annual review of the Executive Director (if applicable).

SECTION 9 — MEMBER RELATIONS

9.1 Communication with Members

The Board ensures:

  • Transparency
  • Regular updates
  • Clear channels for feedback

9.2 Handling Complaints

Complaints follow this process:

  1. Attempt resolution with staff (if applicable)
  2. Submit written complaint
  3. Review by Membership Committee
  4. Board decision if required

9.3 Member Discipline

Actions may include:

  • Warnings
  • Mediation
  • Suspension of privileges
  • Termination of membership (as per bylaws)

SECTION 10 — BOARD DEVELOPMENT

10.1 Orientation

New directors receive:

  • Bylaws
  • This Policy Manual
  • Financial statements
  • Strategic plan
  • Committee structure

10.2 Training

Directors are encouraged to attend training on:

  • Co‑operative governance
  • Financial literacy
  • Senior‑living operations
  • Conflict resolution

10.3 Board Evaluation

The Board conducts an annual self‑assessment to improve performance.

SECTION 11 — POLICY REVIEW AND AMENDMENT

11.1 Review Cycle

This manual shall be reviewed every two years or as needed.

11.2 Amendment Process

Amendments require:

  • Majority vote of the Board
  • Consistency with bylaws and legislation

END OF BOARD POLICY MANUAL