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

AGM2024-Headshot-McCarthyTodd-(1).png

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.

AGM2024-Headshot-TalBenjamin.png

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.

AGM2024-Headshot-KapurAtul-(1).png

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.


Q&A

In addition to a full AGM Q&A session, members had an opportunity to put forward discussion items in relation to specific motions. Motion 3 and Motion 9 received the most discussion and interest from members.  

For transparency, some of the most common questions have been included below. To see how these were answered, please visit the relevant time on the AGM recording above.  

Motion 3: Non-sector directors (from 0:45 mins) 

  • Who determines who participates in the Board that helped select candidates for Non-Sector Directors? 

  • What is the reason to bring Non-Sector Directors to the Board? 

  • Moving forward can we anticipate a slate of candidates from the nomination committee for the position? 

  • Since this is a Ministerial directive, why is a vote necessary? 

  • Why are there differences in the years of appointments? 

  • How will it be determined that in-depth concerns are being handled properly by the Non-Sector Directors? 

  • How will Non-Sector Directors understand our regulatory matters and implementation? We would request experts related to our business and consumer services in Ontario. 

  • Why are they not before us delivering a speech? I would like to have seen them in action before I endorse them. 


Motion 9: Update to Board remuneration (from 1:30 mins) 

  • What percentage is the increase in remuneration? 

  • Who pays the Board of Directors remuneration? Can you give some examples covered in the annual retainer? 

  • Can you clarify the remuneration cycle? How often are these amounts dispersed in a fiscal year? 

  • What is the new per diem amount? 

  • Will these increases affect the members' costs? 

  • Why annual retainers now? 

These questions were unable to be answered during the AGM, but have been published in full for transparency, with responses below.

 

Q. I am curious if there is further thought about the pre-registration education that is being provided currently. In fairness, I don't know how it has changed since I went through it almost ten years ago; but with the changing landscape of real estate, is there going to be more updating to the information regarding best practice and TRESA? When I went through it, it was very dogmatic and didn't really prepare me at all with regards to being a realtor in reality. It was a bit like jumping into the deep end while building my floatie.

A. RECO sets education standards for those interested in, or who are already trading in real estate in Ontario.  

The programs to become a salesperson and a broker were completely renovated and launched in 2019. Both programs follow the flow of a transaction to help learners better understand the content in context and include simulation sessions to allow learners to apply the learning under the facilitation of experienced salespersons and brokers. Beyond the programs, we also expect brokerages to provide their own training in respect of their business models and any onboarding for success. 

Current education landscape  

Real estate education is currently delivered by Humber College and NIIT. As you note, the current pre-registration education program is in transition following updated Ontario legislation, the Trust in Real Estate Services Act, 2002 (TRESA), which came into effect in late 2023. 

I’d like to assure you that all learners have access to RECO’s 2024 Update Course: Introduction to TRESA, just like registrants do. This is either in Course 5, in the post-registration Compliance course, or through RECO’s website. 

In terms of updating the entire program to reflect TRESA changes, Humber is working on that, but it will take time to review all 400, or so, hours of content. With learners at various stages of the Humber pre-registration program, new elements of course content are integrated in a consistent manner to avoid confusion.  

Future education landscape 

RECO is preparing to move towards an expanded open market for education delivery. We are currently assessing expressions of interest from a number of providers and will share the names of successful applicants in the coming months. RECO believes that an extended range of providers will enhance the learning experience by ensuring a range of options to pursue real estate education. We expect this to be implemented by Summer, 2025.  

RECO appreciates feedback from registrants and consumers. If you have specific comments or suggestions for improvement, we encourage you to contact education@reco.on.ca.


Q. With the elimination of the reference to Minister for Consumer affairs, who is the Minister being referenced under the new change? 

The minister responsible for the legislation that RECO administers is the Hon. Todd J. McCarthy | Legislative Assembly of Ontario (ola.org). The name of the ministry is Public and Business Service Delivery and Procurement. The Minister spoke to RECO members during the AGM, and you can view his full address if you missed it. 


Q. If the meeting was in progress during the technical difficulties and these difficulties continue during the voting then should it be declared null and call another meeting? 

A. Thanks for joining the AGM. It was unfortunate that our keynote speaker did have some technical difficulties, with his Wi-Fi connection dropping out during his presentation.  

Fortunately, we were very pleased that he was able to quickly rejoin the call and continue with what, I hope you agree, was an insightful discussion.  

All of the AGM’s formal proceedings and voting occurred without any technical disruptions, and Parliamentarian, Dr. Kapur, was in attendance to ensure that all governance requirements were met and that the proceedings were valid. 


Q. RECO has collected over a billion dollars and does not produce anything. Why is this extremely wealthy private corporation tax exempt? 

A. Thanks for your question. We provided the following answer when asked this same question at last year’s AGM, which was posted to RECO’s website, and we include it again here: 

The registration of RECO as a not-for-profit is done through the laws we are required to follow.   

When you talk about an accumulation of assets, the assets we have are defined as reserves. The reserves are in place and are intended to support the organisation in the event that something happens, or something is required. They are not an asset we use for future investment.  

We get regular confirmation that our status as a not-for-profit is valid and we make sure that we are sticking to the rules. 


Q. Member Services - RECO renewal process. Members are required to respond to RECO within a certain timeframe (3 days). Is there a reciprocal time frame in which RECO is to respond to registrants? I experienced a time frame of four (4) months between communications from the RECO client service rep. Eight (8) months to renew my RECO license seems unreasonable. I could not find a means to escalate. Can there be a better process for registrants? 

A. Thanks for your question and I'm sorry to hear that this has been your experience. We pride ourselves on being responsive. 

Our standard for a properly completed renewal application is four days on average and for a new applicant, it is eight days. We are proud to be meeting these established targets and RECO exceeds the service level agreement for processing complete and properly completed registrations.  

At times of high volume, we prioritize non-renewals since they are deemed to continue even if it's not processed. Whilst most delays are related to registrants failing to provide the required materials for a registration to be verified in line with our regulatory requirements, we have had some technical issues, and our team will be able to work with you to understand where the delay is and how to resolve it.

That said, without knowing the specifics of your situation, it's difficult for us to answer, so I have forwarded your question directly to our registration team, who will contact you directly.  In future, our phone number is toll free: 1-800-245-6910 and our email is registration@reco.on.ca. Thanks for participating in the RECO AGM.


Q. Am I correct that 165 to 283 members are voting to make decisions for 112,000 members? 

A. We appreciate you taking the time to attend and participate in RECO’s AGM.  We would love more members to attend.  

We actively communicated and promoted the event. More than 1,200 members successfully registered to attend. Whilst the number of people who participated and voted on the day was significantly smaller than those who registered, the AGM was duly constituted with quorum and on that basis, the business of the meeting proceeded.  

RECO’s next AGM is currently set for spring 2025. Please encourage your colleagues to attend and participate, as it's an important opportunity for feedback and engagement.  


Q. Some members were not allowed to vote today as they were told they registered as non-members and were told to reregister at the last minute. Why did RECO not just automatically allow the members to vote as they did recognize them as members? 

A. We had over 1,200 members successfully register to attend the AGM.  

RECO is obligated to verify the eligibility of voters at its AGM. We do so by confirming the information provided with that on file with RECO and accessible to each registrant via MyWeb. We sent out reminders about the registration process and the deadline to register to all registrants. 

We are aware of a handful who used different details (email address, name etc.) from what RECO has on file for their registration, which meant that they were able to attend but not vote.  

We are always looking at ways to simplify the registration process and will look for further opportunities for the next AGM.  


Q. What ongoing steps is RECO taking to strengthen the real estate process? Based on the current situation where buyers or sellers are defaulting, mortgage defaults, customer complaints, agent complaints, lock box issues, what steps is RECO taking to ensure that training and industry standards reflect these current issues and can identify the interventions RECO has done to protect the registrant and the consumer? Is RECO using any metrics for continuous improvement? 

A. Thanks for your question. The entire team at RECO is committed to continual improvement by listening to feedback and tracking progress.  

In fact, we regularly publish the metrics we track on our website, including:  

  • Progress reports on Auditor General recommendations - currently 72% of all action items completed. 

  • Service levels - RECO’s goal is to answer calls within an average wait-time of two minutes or less, and in 2023 we were well within this target with an average call wait time of 52 seconds. (See more on our service standards). 

  • Registration process - 99% of new salesperson applications were processed within eight business days.  

  • Complaint tracking – takes an average of 86 days to close. 

  • We regularly survey both registrants and consumers to help inform our approach.  

An important focus for the latter half of 2023, and into this year, is to ensure that registrants are aware of TRESA (etc.). As you are aware we make numerous continuing education courses available and share bulletins and other information with registrants regularly. We also recently developed the RECO Information Guide – a comprehensive resource for both consumers and registrants. 

This is an industry that constantly deals with change – either from economic or market dynamics or things like the pandemic. We are always impressed by the ability of registrants to adapt and change. If you have specific comments or suggestions for improvement on how we can support registrants further, we encourage you to contact RECO by email at: recocommunications@reco.on.ca.