OAHI Out Of Control - Bylaws Breached - Documented Proof

[rwand1]

I wonder how Mr. Bennett feels about an audit of OAHI?

http://www.aato.on.ca/pdf/The_CORNERSTONE_Fall_2007.pdf
Bennett on AATO - "I am proud to have been part of this fair solution for us all and I am confident this work will be reflected in a clean audit for this year."

[bjones1]

[quote=rcooke]
Brian Not knowing if you have ever been a member of OAHI I wonder how you can say this .
This sort of apathy attitude is what is wrong in many places in this world . Not apathy Roy,only a misguided attempt at humor
Then we have those who stand up for fair play and proper treatment for all then they get ridiculed by those who care less about these wrong doings. I am not ridiculing anybody Roy
You left NACHI and now you tend to make fun of those who care about this industry. Show me ONE post where I make fun of anybody Roy.
You tried to influence what I do and say . Not my way Roy. You are your own man.
I expect you did mean (Don Quixote, ) not (Don Quiote ) Yes
... Cookie


Tilting at windmills is an English idiom which means "attacking imaginary enemies." The word “tilt,” here, comes from jousting. This idiomatic phrase originated in the novel Don Quixote, and is often used today in reference to persistent engagement in a futile activity. :quote]

The above phrase is bold is what I meant with my post. Raymonds post's are usually enlightening and educational and as the post said, no dis-respect was intended or inferred. Raymond's response was the intended objective.
As everyone knows, there are perceived problems with OAHI. Raymond's post's educate us regarding those area's of concern and his ongoing efforts to correct them. Now, being realistic, do you really think anything Ray does will affect the the way the BOD does anything? My answer is a resounding NO. They think they are right and everybody else is wrong.
Roy.... if you follow the post's here regarding OAHI, you will find more and more HI's are following Raymond. Take Bill Mullen for instance.... openly agreeing with Ray regarding certain issues in OAHI. I also think that if you ask Ray, he will tell you he gets info and emails from other members of OAHI who are not apathetic, but rather worried. YOU know from personal experience how vindictive the OAHI BOD is.
Anyway, back to the original reason for the post..... Humor

Lighten up a little Roy

[Roy D. Cooke, Sr]

[quote=bjones1]

Originally Posted by rcooke

Anyway, back to the original reason for the post..... Humor

Lighten up a little Roy

Brian I am sorry it was my mistake and I should have been a little more careful .
Please except my apologies and I will try and read closer next time.
It is obvious Ray got you thought's correct .


...Cookie
</IMG>

[rwand1]

Brian

There are a large number of senior members of OAHI who are wondering;

a) where their money is going.

b) why they have not been informed all year about the financial picture via quarterly reports, deferred revenue reporting, conservative budget estimates, or why in fact OAHI is painting somewhat of a rosy financial picture when the figures we do have indicate otherwise.

c) why only a draft version of the 2006 was presented to the members at the AGM.

d) why such individuals serving as committee members of OAHI have a continual habit of showing just how truly ignorant they are when queried by members who have a right to know.

e) OAHI members may wish to put their renewals in the Retired Category for 2008 until such time is there is a full forensic audit, and an accounting of the monies.

f) members are also very concerned that some in OAHI have not released supposed bylaw ammendments and why they are being held to a higher unplublished set of bylaws that no one can produce.

g) why a director was removed from the board contrary to the established bylaws and why the Association lawyer is billing OAHI for services that appear to be less than satisfactory considering what he has been informed about.

h) why OAHI may have a directors and officers liability insurance claim filed against it by a number of individuals who have documented proof that negligence has been the standard operating fair bythe Board of Directors and Committee members.

i) a few committee members have expressed concern over being named as litigants in legal proceedings of which they knowingly partook in breaches of the bylaw under duress.

Contrary to your view Brian I am working diligently to expose the truth, along with a number of other very concerned members.

Stay tuned for more developments.

Cheers,

[bjones1]

[quote=rcooke]

Originally Posted by bjones1

Brian I am sorry it was my mistake and I should have been a little more careful .
Please except my apologies and I will try and read closer next time.
It is obvious Ray got you thought's correct .


...Cookie
</IMG>

Roy.....no apology is needed, but I thank you.
You will find over time and with careful reading of any post I make, that I am not anti-INACHI. No where near. I chose not to renew for my own reasons, but you will never see me indulge in the invective and innuendo's used by other former members.
As a side note, if you are interested, email me at mcbridesown@hotmail.com and I will state my reasons for leaving to you personally.

[rwand1]

From what I have gathered there are no revised bylaws other than the current version 05/05.

No one in OAHI management is willing to admit who the Chair is!

Further it is apparent that the BOD directors is not in control or is colluding with the BOE.

Mr. Terry Carson and Mr. Andrew Bennett are bold face liars and have demonstrated their complete and disrespect for the bylaws and the members and what Mr. Terry Carson promised the Ontario Legislature vis-a-vis Pr 158.
================================================== =======================================

Wendy.

I don't want to contact them directly and your reasoning does not make sense.
I wish to know who the Chair is of the BOE. I have a right to know I am a member! Who is instructing you to not provide a proper reply?
I also asked for a copy of the most recent bylaws.
These are simple requests which do not require a great deal of thought?


OAHI Registrar wrote: Dear Mr. Wand

In response to your recent inquiries, any correspondence related to your application including clarification of policies should be directed to the Registrar only for forwarding to the appropriate committee. Individual committee members and chairs of committees do not correspond with applicants directly and should not be contacted. Your inquiries have been forwarded to the Board of Examiners for discussion at their next meeting.

_______________________
Wendy Gelman
OAHI Registrar

ONTARIO ASSOCIATION OF HOME INSPECTORS
Established by the Ontario Association of Home Inspectors Act, 1994Box 38108, Castlewood R.P.O., Toronto, Ontario M5N 3A8
Telephone: (416) 256-0960 or 1-888-RHI-OAHI (744-6244)
Email: oahi@oahi.com Fax: (905) 771-1079
Web Site: www.oahi.com


From: Raymond [mailto:rwand@rogers.com]
Sent: Monday, December 03, 2007 12:31 PM
To: rwand@rogers.com; OAHI Registrar
Subject: Information request


Good afternoon.

I would like to know who the Chair of the BOE/AR is please?

Also are there any new bylaws that are newer than the current version dated May 5, 2005 of which can be found on the OAHI Cafe members section?

Thank you.
Raymond Wand RHI

[Roy D. Cooke, Sr]

("Mr. Terry Carson and Mr. Andrew Bennett are bold face liars
and have demonstrated their complete and disrespect
for the bylaws and the members ")

I do not know if Terry Carson is a liar but he told me the Charge I laid on David Hellyer three Plus years ago would be heard in due time .
Well I have to think they have been very busy to not have had time to look after this yet.
I still am waiting to see when I get my chance to present my information .
I do hope I and my many witnesses can live that long.

..;. Cookie

[rwand1]

Roy take a number!

There is plenty that is being swept under the rug(s).

Rumour has it OAHI has just retained the services of Shred-IT.

Its really sad when the Office Administrator and Registrar colludes to take orders which surely she must appreciate are questionable. It also obvious the BOE got caught in a lie, as well as a few others who have been careless in aligning themselves with people who have a great deal to hide.

Any semblance of following the bylaws is strictly forbidden in OAHI.

[Roy D. Cooke, Sr]

I think I know what my number is it is O-O-2 Late.
They might be able to ignore this charge of mine but you can be sure OAHI will never forget Roy Cooke .
They spent $30,000;00 of members money and lost .
Then they paid me a $1,000;00 to help cover my expenses .
I wonder what they are thinking about to get involved again in another silly stupid effort.
Has no one got any logic in the OAHI BOD to think they can again spend a huge amount of the members money foolishly.
We all know they will loose and what will they have accomplished .
I think it just might be the great BAY Street lawyer they have who loves all this stupidity.
I think they should be looking on how to improve things .
A great place to start would be NO RHIs on any committee .
The ones they get have completely lost all reasoning abilities .

Cookie

[rwand1]

Whoever is giving them advice is a fool, and the bigger joke is they are paying for a fools advice!

[rwand1]

bump

[rwand1]

Board volunteering: Claims Examples - Directors and officers liability

I have been told that DOLI does not cover any tort actions brought against directors/officers/or committee members either.

Suspension of Membership

The Plaintiffs were members of an athletic club who were suspended for inappropriate conduct. They brought a claim against the association and its president for an injunction barring the suspension and for damages alleging that their memberships were suspended without just cause. Damages were paid to the Plaintiffs and they were subsequently reinstated as members of the club.

Defence Costs: $35,000
Settlement: $16,000

Misrepresentation, Breach of Fiduciary Duty
A foundation was established for the purpose of organising and managing an international event. The foundation received a grant from the federal government to help finance the event. Subsequent to the event, it was discovered that the foundation had incurred expenses well in excess of revenues. The government investigated and concluded that the grant monies had been used for purposes other than which had been initially represented. The government brought a claim against the directors and officers for damages arising as a result of the misrepresentations made regarding the use of the funds and for breach of fiduciary duty.

Defence Costs: $ 35,000
Settlement: $120,000

Breach of Fiduciary Duty, Defamation and Interference with Economic Interests
The Plaintiff, a member of a professional association, decided to establish his own practice. The association advised the Plaintiff that he was not qualified to practice on his own and that he would be required to write an exam in order to improve his qualifications. The Plaintiff brought an action against the association and several of its directors and officers claiming damages for breach of fiduciary duty, defamation and interference with economic interests.

Defence Costs: $110,000
Settlement: $ 25,000

These Claims Examples are for illustrative purposes only. Please remember that only the insurance policy can give actual terms, coverage, amounts, conditions, and exclusions.

[rwand1]

Corporate Directors' & Officers' Liability

http://www.binks.ca/index.cfml?fusea...ent.view&id=15


Am I really at personal risk as a director or officer of my corporation?

More to the point, are you willing to lose your personal assets to serve as a corporate director or officer? No matter how heartfelt your belief in the corporation you serve, your answer to the question posed above is likely: "NO!"

Most Canadian corporate Directors & Officers are well aware (or are rapidly becoming aware) of the significant personal risk that service as a director or officer entails. Common Law and many statutes and regulations impose onerous duties and personal liability on corporate directors and officers.

Directors and officers are expected to balance the interests of an increasingly broad spectrum of "stakeholders" in the corporation, such as shareholders, customers, employees, government agencies, the local community, and others. The Canada Business Corporations Act and numerous Statutes in each Province impose many duties on the company director. (See the attached list of statutes which indicate some of the duties and remedies in law).

You can protect yourself. You can transfer a good part of your risk by the purchase of Directors' and Officers' Liability Insurance, popularly know as "D&O". You can also take a number of measures to minimize your exposure. So why would the directors pay, and not the corporation? Allegations which are most commonly made and which have to be defended by Directors include:

• Acting beyond the scope of their authority
• Giving wrong or unprofessional advice
• Breach of fiduciary duties
• Authorizing excessive company spending
• Failure to supervise subordinates or company affairs properly
• Making unauthorized company borrowing

Remember, the above only need to be alleged for legal and other costs to be incurred in defending the corporate executive. The possibility of these types of charges being made are most likely the result of the following:

• Acquisitions and divestitures
• Mergers
• Foreign investment (especially in the USA)
• Public offerings
• Bankruptcy
• Management buy-outs
• Reduced dividends
• Waste or mismanagement of corporate assets
• Employee dismissal
• Board room disputes
• Breach of contract
• Change in ownership

It is worth remembering that Directors can be held liable for acts committed by other directors simply because they sit on the same board. Also, such damages can extend to the entire personal estate of the director involved.
The corporation may indeed be required to reimburse the directors, because of an "indemnification clause" found in most corporate bylaws. However, in order for that clause to have any effect, the corporation must have sufficient funds put aside to fund the payouts to the directors. In many of the examples above, funds would not be available. Ironically, a sufficient "reserve fund" held in trust for the directors' indemnification could in itself trigger a shareholder lawsuit for mismanagement company assets when the economical alternative of purchasing D&O insurance is available.

What about actual claims? Or is this just "sleep insurance"?

Here are a few typical scenarios:

• A shareholder suit was brought against the Directors of a small company. The complaint alleged that the Directors were negligent in approving and confirming certain share options (as well as deferred compensation plans for the Directors and other key Officers) without first submitting the plans for shareholder approval.
• All of the Directors of a recently bankrupt privately- owned company discovered that liability is not so "limited" after all. They have been sued by both the Government and employees for withheld tax and back wages respectively.
• Shareholders of a newly acquired company brought a suit against the Directors & Officers of the parent company charging them with misrepresentation of the tender offer. It was alleged that the tender offer was to the detriment of the selling shareholders of the subsidiary.
• A government agency brought a suit against the Directors of a non-profit corporation alleging negligence in the handling of donations.

What does the D&O Policy actually do?

The coverage provides personal protection for Directors and Officers of Profit and Non-Profit organizations against liabilities which may be imposed upon them while performing their duties.

Protection is provided against Wrongful Acts, or Alleged Wrongful Acts. A simple definition of a wrongful act would be: "any error, misstatement, act, omission, neglect, or breach of duty committed, attempted, or allegedly committed or attempted, by an insured, individually or otherwise, in their insured capacity.
The insurance protects individual directors and officers when they are sued individually or jointly. When the operation of an "indemnity clause" in the corporate bylaws causes the corporation to indemnify the directors, the policy will cover the corporation for this instance. Coverage includes damages, judgments, settlements, costs, and defence costs.

It should be emphasized here that the Corporation is not usually insured by a D&O policy (except for the corporate reimbursement coverage indemnifying the directors). The insurer will not defend the Corporation if it is named in the lawsuit.

There is no "standard form" of coverage. Each insurer has an unique wording, which should be examined for understanding of what is and what is not covered.

There are three areas of general exclusions:

1. Matters too Precarious to Underwrite.

Such as Prior or Pending Litigation. Excluded are matters arising from any litigation, claims, and/or legal or quasi-legal proceedings already in process or known about when the policy coverage begins.

2. Matters covered by other policy types.
Excluded are claims which are more appropriately covered under other policies, such as: Bodily Injury and Property Damage, which would be covered by an Automobile policy or a Commercial General Liability; or Pollution, which can be provided under an Environmental Impairment Policy.

3. Matters Uninsurable under the Law, such as Dishonesty.

Such things as Insider Trading, Remuneration illegally paid to Directors, or any personal profit to which they were not legally entitled, are all examples which are not the subject of liability insurance (which is intended to cover negligence).

Various Statutes affecting Directors' and Officers' Liabilities:

• Ontario Business Corporations Act
• Canada Business Corporations Act
• Income Tax Act (Federal)
• Unemployment Insurance Act (Federal)
• Canada Pension Plan Act (Federal)
• Income Tax Act (Ontario)
• Goods & Services Tax Legislation (Federal)
• Retail Sales Tax Amendment Act (Ontario)
• Occupational Health & Safety Act (Ontario)
• Environmental Protection Act (Ontario)
• Ontario Water Resources Act
• Pesticides Act (Ontario)
• Transportation of Dangerous Goods Act (Federal) and Dangerous Goods Transportation Act (Ontario)
• Employer Health Tax Act (Ontario)
• Employment Standards Act (Ontario)
• Pension Benefits Act (Ontario)
• Construction Lien Act (Ontario)
• Canadian Environmental Protection Act (Federal)
• Fisheries Act (Federal)

The above are certain Federal and Provincial pieces of legislation which may impose specific statutory liability upon directors and officers.

[Dale Duffy]

Originally Posted by rwand1

Board volunteering: Claims Examples - Directors and officers liability

I have been told that DOLI does not cover any tort actions brought against directors/officers/or committee members either.

Suspension of Membership

The Plaintiffs were members of an athletic club who were suspended for inappropriate conduct. They brought a claim against the association and its president for an injunction barring the suspension and for damages alleging that their memberships were suspended without just cause. Damages were paid to the Plaintiffs and they were subsequently reinstated as members of the club.

Defence Costs: $35,000
Settlement: $16,000

Misrepresentation, Breach of Fiduciary Duty
A foundation was established for the purpose of organising and managing an international event. The foundation received a grant from the federal government to help finance the event. Subsequent to the event, it was discovered that the foundation had incurred expenses well in excess of revenues. The government investigated and concluded that the grant monies had been used for purposes other than which had been initially represented. The government brought a claim against the directors and officers for damages arising as a result of the misrepresentations made regarding the use of the funds and for breach of fiduciary duty.

Defence Costs: $ 35,000
Settlement: $120,000

Breach of Fiduciary Duty, Defamation and Interference with Economic Interests
The Plaintiff, a member of a professional association, decided to establish his own practice. The association advised the Plaintiff that he was not qualified to practice on his own and that he would be required to write an exam in order to improve his qualifications. The Plaintiff brought an action against the association and several of its directors and officers claiming damages for breach of fiduciary duty, defamation and interference with economic interests.

Defence Costs: $110,000
Settlement: $ 25,000

These Claims Examples are for illustrative purposes only. Please remember that only the insurance policy can give actual terms, coverage, amounts, conditions, and exclusions.

Lord....what a Fiasco there Ray...............

[rwand1]

Dale

Its very disturbing to see a once proud association self destruct. Some may think I have been the cause. Quite the contrary, I am only trying to right what iswrong as a long time member, its my duty. No one ever spoke up before this because of the very intimidation you see them utilizing on me.

Thanks for your support.

cheers,