Date: Thursday, May 30, 2024
Time: 10:00 a.m. EST



AGM recording now available.

Agenda

PDF format

Date: Thursday, May 30, 2024
Time: 10:00 a.m. EST

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Todd is a well-respected and established lawyer in Durham and across Ontario. He also served as a Trustee and Vice-Chair of the Durham Catholic District School Board.

In his spare time, Todd coached and sponsored minor hockey teams, and taught as an Adjunct Professor at both Queen’s University Faculty of Law and the Durham College Faculty of Justice and Emergency Services. He also is a founding donor and supporter of the Durham Abilities Centre.

Supported by his wife, Kathy, and children Meaghan, Jake and Brendan, Todd is proud to represent the residents of Durham at Queen's Park, and the residents of Ontario as the Minister of Public and Service Delivery.

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Benjamin Tal is managing director and deputy chief economist with CIBC Capital Markets. He is well-known for his published research on topics such as labour market dynamics, real estate, credit markets, international trade and business economic conditions.

With 20 years of experience in the private sector, Ben advises clients, industry leaders, corporate boards, trade associations, and governments on economic and financial issues. The media regularly seek him out for his insight and analysis on economic issues including the housing markets.

He is also a frequent lecturer in the economic programs of various Canadian universities. In addition, Ben is a member of the Economic Committee of The Canadian Chamber of Commerce, The Economic Development Committee of the Toronto Board of Trade, a member of the board of Governors of Junior Achievement of Central Ontario, and a board member of the Toronto Financial Services Alliance.

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Dr. Atul Kapur is a Professional Parliamentarian who has assisted at past RECO Annual General Meetings. He is Vice President of the American Institute of Parliamentarians. As a Certified Professional Parliamentarian and Professional Registered Parliamentarian, Atul is recognized as an expert in Robert’s Rules of Order (Newly Revised) and applying them properly to help organizations have productive and efficient meetings.


 

Background: The first item of business is to approve the meeting minutes from the 2023 annual general meeting. These minutes were included in the materials circulated ahead of the AGM and are also available to view on RECO’s website.

Motion: Be it resolved that the minutes of the May 25, 2023 Annual General Meeting be approved as presented.

2023 AGM minutes (PDF)

Requirement: This motion requires the approval of the majority of votes cast in order to be carried.

Katie Steinfeld, Chair
Michael Beard, CEO
Joseph Richer, Registrar

RECO 2023 Annual Report (PDF)

Background: The motion is to appoint the auditors for the 2024 fiscal year audit. The function of the auditor is to express an opinion on whether the organization’s annual financial statements, prepared by management with the oversight of those charged with governance, are, in all material respects, in accordance with the financial reporting framework.

Each year, the Board of Directors conducts an evaluation of the performance of the auditors in accordance with RECO’s Policy on External Audit.

At every AGM, members appoint the auditors in accordance with the RECO by-laws and best governance practices. RECO periodically conducts an RFP process for the role of auditor. KPMG was the successful vendor in the most recent RFP in 2021, and 2022 was the first year under that arrangement.

Motion: Be it resolved that the firm of KPMG LLP be appointed as Auditors of the Real Estate Council of Ontario until the close of the next Annual General Meeting of the corporation following their appointment.

Requirement: This motion requires the approval of the majority of votes cast in order to be carried.

Background: RECO members will see four categories of by-law amendments that will be undertaken or proposed at this year’s AGM.

These categories are: 

  • By-law amendments undertaken to comply with the Minister’s orders,
  • By-law amendments to bring RECO in compliance with the Not-For-Profit Corporations Act of Ontario,
  • By-law amendments to reflect governance best practices, and
  • By-law amendments that are considered housekeeping items to align various elements of the by-laws.

More detailed information can be found for each category of by-law amendment by reading the agenda items below.

Full document: Detailed Table: All by-law changes (PDF)

Background: On January 3, 2023, the Minister of Public and Business Service Delivery issued orders to RECO.

Minister’s Orders are directions from the government that must be implemented. Of note, there are other Administrative Authorities – such as those for the travel industry and the motor vehicle dealers – which have received and are implementing Minister’s Orders and that are very similar orders to those received by RECO.

RECO is required to implement the minister’s orders by June 1, 2024, immediately following its Annual General Meeting on May 30, 2024.

These by-law amendments have been reviewed by the Ministry of Public and Business Service Delivery, as well as by RECO’s Board of Directors at its March 28th meeting.

RECO advised registrants via email of the Minister’s orders on January 3rd, with a further update on February 22, 2024.

An overview of the Minister’s orders and an overview of the impact on RECO can be found on our website.

Requirement: As the Minister’s orders are required to be implemented, no motion is required, and these amendments will be made to RECO’s by-laws.

By-law amendments to comply with Minister’s orders (PDF)

Background: Minister’s Order #2 addresses the composition of RECO’s Board of Directors. This order introduces a third class of Director: Non-sector Directors.

Previously, RECO’s Board was comprised of Industry Directors and Ministerial-appointed Directors.

For simplicity, RECO is renaming Industry Directors to Sector Directors, so that the three director categories will become:

  • Sector Directors
  • Ministerial appointees
  • Non-sector Directors

Members of RECO will appoint Non-sector Directors at each AGM, but rather than choosing from a list of vetted candidates, members will be presented with Non-sector Directors determined from the nominations process.

Minister’s Order #3 directs RECO to establish a Nominations Committee to assist the board to place consumer-focused Industry and Non-Sector Directors on the Board.

The Nominations Committee will be comprised of current board members and must include one ministerial appointee. The Terms of Reference for this Committee can be found on RECO’s website.

The Nominations Committee is responsible for selecting and proposing suitable Sector and Non-sector directors so that the Board includes individuals with a complementary skill set to carry out its duties of providing strategic oversight to RECO.

This measure is in line with good governance practices and aligns with other Administrative Authorities who have already received such orders.

Non-sector Directors:

Judy Pfeifer

A Chartered Director, Judy brings extensive board experience to RECO, having served on multiple boards over the last 15 years. As Chief Public Affairs Officer at the Financial Services Regulatory Authority, she is a leader in consumer protection communications. Judy has a proven track record in the development and implementation of strategic communications strategies for regulatory bodies, public sector organizations, not-for-profit entities, and private companies. A former professor at Seneca College, Judy is also a published author whose work has been taught at Toronto Metropolitan University and the University of Toronto.

Karim Karsan

Karim Karsan is Vice President and Associate General Counsel at the Chartered Professional Accountants of Ontario. He has held a number of compliance and consumer protection roles including Deputy Registrar and Director of Licensing and Registration at the Alcohol and Gaming Commission of Ontario, and as Vice President, Consumer Protection and Chief Compliance Officer at the Ontario Energy Board. In addition to a Juris Doctor from the University of Manitoba, he also holds an MBA from the Kellogg - Schulich School of Business. Karim has served on the boards of the Metropolitan Toronto Housing Authority, Buddies in Bad Times Theatre, and the Ontario Arts Council. He chaired the Board of the AIDS Committee of Toronto and is currently Vice-Chair of Kensington Health Foundation and sits on the Board of the Ontario Arts Foundation.

Jessie Singh

Jessie Singh serves as the Chief Financial Officer at Koskie Minsky, a Canadian law firm. In this role he oversees the firm’s finances, drawing on deep experience in strategic planning and financial analysis. Jessie worked previously for major firms in the banking, telecom and accounting sectors. A Chartered Professional Accountant (CPA) and Certified Management Accountant (CMA), Jessie also holds an MBA from the Schulich School of Business. He is an active member of his community, serving as chair for the Canadian Mental Health Association’s Halton branch and as a director of the Guelph General Hospital.

Motion: Be it resolved that the members elect the following as non-sector Directors, for terms beginning at the conclusion of the 2024 AGM:

  • Judy Pfeifer, for a term of 4 years
  • Karim Karsan, for a term of 3 years
  • Jasvinder (Jessie) Singh, for a term of 2 years

Requirement: This motion requires the approval of the majority of votes cast in order to be carried.

Background: This By-law amendment brings RECO into compliance with ONCA or The Not-For-Profit Corporations Act of Ontario (ONCA).

ONCA came into force in October of 2021 and replaced the Corporations Act (Ontario).

Those who belong to applicable organizations in Ontario, such as local real estate boards, may have voted on similar amendments.

These amendments relate to items that include notice of meetings and quorum.

These amendments to By-law #1 bring RECO into compliance with ONCA.

Motion: Be it resolved that the members approve the proposed amendments to By-law 1 to bring the by-law into compliance with the Not-For-Profit Corporations Act, 2010 (ONCA).

Requirement: This motion requires a majority of 51% of votes cast in order to be carried.

Motion 4: By-law 1 amendments related to ONCA (PDF)

Background: This motion relates to governance best practices, which the Board of Directors will undertake from time to time. These items support succession planning and improve continuity.

These amendments relate to number of items, including the removal of a paragraph related to the Executive Committee, which does not exist. It is important to note that the Board still has the ability to establish any committee in the future. The amendments also relate to terms for Directors; terms for the Chair and Vice Chair; and the disqualification, withdrawal, and removal of directors, including a provision that Directors must not have a discipline decision from any regulatory body. 

Motion: Be it resolved that the members approve the amendments to By-Law 1 related to governance best practices, exclusive of those related to Membership.

Requirement: This motion requires a majority of 51% of votes cast in order to be carried.

Motion 5: By-law 1 amendments related to governance best practices (exclusive of amendments related to membership) (PDF)

Background: This change relates to removing redundant non-voting classes of members from the by-laws.

RECO’s current by-law has three classes of members:

  • Individual members (salespersons and brokers); these individual members are entitled to vote at the AGM,
  • Entities (brokerages); these entities are not entitled to vote at the AGM, and
  • Non-industry members (ministerial-appointees to the Board); these members are not entitled to vote at the AGM. 

This amendment proposes that RECO includes in its by-laws only the voting classes of members.

It is important to note that this does not represent a change to who could or could not vote.

This type of by-law amendment must be specified in RECO’s Articles – and that requires a Special Resolution.

Motion: Be it resolved that the members approve the governance best practices amendments to By-Law 1 related to the Composition of Membership, Conditions of Membership, Termination of Membership, reflecting a single class of individual members, and the Articles of Amendment.

Requirement: As this relates to an update to Articles, this amendment is put forward as a Special Resolution and therefore requires the approval of 2/3 of votes cast in order to be carried.

Motion 6: By-law 1 amendments related to governance best practices (related to membership) (PDF)
Articles of Amendment (PDF)

Background: This relates to a handful of amendments to align various elements of the By-Laws.

It includes changes to any definitions, to ensure they are standardized and aligned with current orders and other items.  For instance, we need to update references from the Real Estate Business Brokers Act or REBBA to the Trust in Real Estate Services Act or TRESA.

It also includes amendments to update the language relating to filling vacancies for the new types of directors that are required in the Minister’s Orders – the Sector Directors and Non-sector Directors.

In addition, a minor amendment has been made to recognize that the Minister has the power to appoint and revoke the Chair under the legislation – which is as it stands today.

Motion: Be it resolved that the members approve the proposed housekeeping amendments to By-law 1.

Requirement: This motion requires a majority of 51% of votes cast in order to be carried.

Motion 7: By-law 1 amendments related to housekeeping (PDF)

Background: Repeal of By-law 2

This amendment recommends the repeal of By-law 2.

By-law 2 specifies the current Sector Director process, which is no longer required as the Minister’s Orders have changed the process regarding Board Director composition, competency criteria as well as the Nominations Committee. 

As a consequence, By-Law 2 does not align with the Minister’s Orders, and the Board recommends that RECO repeal it.

Following the AGM, the Board will develop an elections policy that would align with the Minister’s orders regarding board competency. 

Motion: Be it resolved that the members repeal By-law 2.

Requirement: This motion requires a majority of 51% of votes cast in order to be carried.

Motion 8: By-law 2 amendments related to housekeeping (PDF)

Remuneration for RECO Board Directors has not changed for more than 10 years.

The Board is of the view that a total per diem remuneration that is at the average of comparative Administration Authorities is fair and acceptable. Earlier this year RECO reviewed the board remuneration of comparative regulatory Administrative Authorities and determined that RECO’s Board per diem remuneration was below the average.

Therefore, the Board is proposing an increase to the total per diem remuneration to reflect the average of comparative regulatory Administrative Authorities.

The Board also supports the introduction of a modest annual retainer, which recognizes time spent by Directors that is not of a scale commensurate to meetings.

Motion: Be it resolved that the members approve the Director’s remuneration.

Requirement: This motion requires the approval of the majority of votes cast in order to be carried.

Additional information: Board remuneration (PDF)

RECO members who registered for the AGM prior to May 29, 2024, before 9:00 a.m. EST are eligible to ask questions. During the AGM, the “Discussion/Question” button will appear at the bottom of the viewing screen.

For those who may wish to submit a question in advance, please direct it to AGM@reco.on.ca and include your full name, brokerage, and registration number.

Thank you.

A recorded version of the AGM will be posted to the website.