Important Notice - Oahi Agm -

[rwand1]

Several people have asked me about the following statement. See the bold sections in RED. See bold corrected info in blue, below.

IMPORTANT NOTICE FROM YOUR OAHI PRESIDENT REGARDING THE 2007 AGM:

“I believe in voting; accordingly I will be asking the members to make an effort to vote - all eligible Associates and RHIs, this is directed to YOU. I believe that we all have an obligation to vote when offered the chance. Voting - expressing your viewpoint - makes a difference. Voting lets your Board know where they are right, and where they are wrong! I recognize your right to agree and to disagree on the issues; I respect your opinion. I do not care whether you vote with me or against me, as long as you are a member in good standing that does not unjustly disparage the corporation or its employees and volunteers. The point is it's your association, consider the issues and make your decision known!!”

Obviously not everyone can attend the AGM. That said, to enable everyone to vote, your TMG Committee (excluding current board members) have been asked to help collect and then deliver the Group's Proxy As to the Secretary at the AGM. We will also collect the Group's Proxy Bs (registered with the Secretary at the AGM); Proxy Bs allow the individual voting member to assign their vote to a designate to vote as the designate sees fit. Proxy Bs are more flexible when "from the floor" nominations and motions are expected. Please refer to your AGM email packages for details on motions, special assessment requests, and those running for positions on the Board of Directors. A supply of Proxy A and B forms will be available at the meeting.

As always, feel free to invite guests but, remember, any invited guests are limited to attending a maximum of two meetings without being a member of the OAHI. Should they wish to attend more, they will be required to join the Association in one of the available membership categories. All members and guests are required to sign-in before the meeting begins. Members receive CEU’s for their attendance to our monthly meetings.


The correct info is...

Proxy As allow the individual voting member to assign their vote to a designate to vote as the designate sees fit. Proxy A are more flexible when "from the floor" nominations and motions are expected.

I suspect the info in Red was a typo, but regardless, you would be well advised not to use Proxy A. It gives arbitrary decision making powers to the holder. Proxy B allows you to Affirm or Reject the motions at the AGM.

Proxy A can be abused, and have been abused in the past.

Just want to ensure everyone gets the right info because you cannot rely on the correct info from OAHI.

Thank you.

[rwand1]

To back up the concerns...

http://www.ontla.on.ca/hansard/committee_debates/35_parl/session3/regsbils/t029.htm#P256_32987

Mr Fletcher: I share some of Ellen's concerns also. I have no problem with the organization advocating on behalf of the consumers. It seems that they start to advocate on behalf of themselves also, but that's a headache for any government and that doesn't matter. Looking at, "At any meeting of the association, two fifths of the members of the association, whether present or represented by proxy, constitutes a quorum," insurance companies love to do that too where they collect all the proxies. You could have two people at a meeting who have all the proxies, constituting a quorum, passing bylaws, making judgements, and the whole membership is not aware of what's going on. If it became a political movement, which is very possible -- that happens in some of the biggest organizations where the proxies are being used -- people actually do not realize what is being passed until it's passed. No safeguards?

Mr Segal: As you say, I think it's not an unusual provision just to ensure that business is conducted. The membership is from across Ontario, and it would be expected, certainly, that more members than that would come to a meeting.
Indeed, an important reason members would come to an Ontario Association of Home Inspectors meetings generally is because one of the requirements to remain a member is to achieve 40 hours of continuing education in every two years, and these hours also happen to take place at the same time as meetings are held. So that's a good reason to ensure there will be a large number of members showing up at any given meeting.

In terms of what the membership can do, of course they cannot amend the legislation itself, and I think there couldn't be any fundamental changes made to what the association does, nor would there want to be any. I don't know. Mr Carson might know specifically how they conduct themselves, but I don't perceive any particular problem with the fact that there is that quorum which, as I say, seems to be a standard quorum number in the models of the legislation that we relied on as precedents for this legislation.

Mr Carson: The only thing I would say is that in the past we have worked more by consensus than anything, and I'm pleased that has happened and that's allowed us to go forward.
I just want to reiterate what was said. We put that provision in simply because it reflected what other organizations had and we felt this would be the most accepted. That's the only reason that was there.

Mr Fletcher: I know there are many organizations that do it, as I said, but there are more and more that do not do that. I'm not going to belabour or belittle the point or make it a big point or anything else, but the one thing I can see is, supposing that section 13 of this bill were to be debated by proxy with 10 people at a meeting -- and I don't know what your membership is. Suppose it's 500 and there are 10 people at this meeting and they have all the other proxies and they vote to delete that section. Then all of a sudden we have a closed shop and it would make changes.

All I'm looking at are the safeguards in terms of changes to the bylaws or anything else that is in your constitution or any other part. There is a possibility of an abuse if there is not a safeguard in place to make sure that someone is not collecting proxies for certain functions or for certain pieces of your organization, to change certain aspects of your organization. That is a concern I have as far as the proxy is concerned. I probably shouldn't have that concern, because I think you'll probably look after it, but it's something that maybe you should look at in the future.
../....

[rwand1]

Bump

[rwand1]

Speed bump, back to the top. Gotta keep those Oahi members fed with info that they won't get on the CAFE for fear of reprisals!

[rwand1]

Pump up the Volume

[Gill Strachan]

Awww geee... still talking to yourself, big guy?!

[rwand1]

Thanks for bumping this to the top again Dave.

Loser!

[rwand1]

Pump up the Volume

[rwand1]

Hey did you know OAHI has received funding from CMHC for course funding?

Hmmmm. I wonder if CMHC would be so loose with tax payer money considering the concerns over the budget and the special assessments and the less than adequate explanation of were the money is going. Can you say "deficit?"

[rwand1]

Not-for-Profit Audit Committees
Creating an effective Audit Committee
By Deloitte & Touche

In any operating environment, well-governed organizations are more effective and more likely to be successful than poorly governed ones. That's because good governance systems focus organizations on activities that best contribute to organizational objectives—activities such as resource management and stakeholder optimization. For not-for-profit organizations, governance is particularly important today as they are challenged to provide more services to more people, but with reduced resources. One of the most important elements of governance systems is an effective audit committee. Through its activities, an audit committee can give a not-for-profit organization’s members, donors and other stakeholders a greater assurance of the integrity of financial information, clarity in reporting and transparency in disclosure.

Objectives of a not-for-profit organization should:
· Ensure the annual audit is conducted in an efficient, cost-effective and objective manner.
· Oversee the organization's financial systems and control systems.
· Recommend to the board approval of the annual financial statements, including the selection of appropriate accounting policies and practices.
· Recommend the appointment of the external auditor and the appropriate fee.

Membership of the not-for-profit organization audit committee should:
· Be comprised of three or more directors [members], the majority of whom should not be members of management or employed by the organization.
· Each have experience in financial reporting or other functions of the committee, and should be willing and able to ask searching questions about these matters.

Meetings of not-for-profit organization audit committees:
· Held at least twice each year: (1) before the audit commences to consider planning and preparing for the audit and information and control systems; (2) between completion of the audit and the annual meeting to cover functional matters.
· Be flexible so that audit committee members and the auditors can meet on an as-needed basis.

Audit committees must review the work of a not-for-profit organization's internal audit staff:
· Larger not-for-profit organizations may have internal audit staff. In this case, the audit committee must review the work schedule of the internal audit staff and report on their interaction with the external auditors.

Functions of the Audit Committee

1. Audit planning and preparation

· Review with the external auditors the scope of the current year's audit, including the areas where the auditors have identified a risk of potential error in the financial condition and/or results of operations.
· Assess whether appropriate assistance is being provided to the auditors by the organization’s staff.
· Review control weaknesses detected in the prior year’s audit, and determine whether all practical steps have been taken to overcome them.
· Approve the auditor's engagement letter, including the audit fee and expenses.

2. Information and control systems

· Enquire about changes in the financial systems and control systems during the year.
· Enquire into the condition of the records and the adequacy of resources committed to accounting and control.
· Enquire into the major financial risks faced by the organization, and the appropriateness of related controls to minimize their potential impact.
· Review the controls over the organization’s pension plan.

3. Annual financial statements
· Review the financial statements, asking questions about the following: the selection of, and changes in accounting policies, methods used to account for unusual or particularly significant transactions, issues on which management has made estimates or judgments that had a significant effect on the financial statements, the reasonableness of the estimates and judgments, and significant transactions with related parties.
· Enquire about changes in professional standards or regulatory requirements.
· Recommend approval of the financial statements to the board.
· Review the entire annual report for consistency with the financial statements.

4. Audit results

· Review the auditors' proposed report on the financial statements.
· Review the auditors' "management letter" documenting weaknesses in internal control systems and commenting on other matters.
· Discuss with the auditors whether there are concerns such as: lack of cooperation or disagreements with management; attempts to restrict the scope of the auditor's examination; significant misstatements or irregularities.

5. Auditors' appointment

· Discuss with senior management whether there are any concerns about the conduct of the audit.
· Enquire as to the experience and capabilities of the individuals being proposed to conduct the audit, their objectivity and independence.
· Recommend to the board the auditors to be appointed for the following year.

Another large accounting firm provides this very detailed and complete rationale on the role Audit Committees have today:
http://www.kpmg.ca/en/services/audit...nAuditweb.pdf.

Although this speaks to corporate or for-profit entities largely, the same principles would apply to not-for-profit entities.