Ottawa Real Estate Board Annual General Meetingorebweb1.oreb.ca/memweb/memnews_w/pdfs/2015/Nov_15/...Ottawa Real Estate Board AGM I December 2014 - Minutes November 2015 Year End Financial

Ottawa Real Estate Board

AGM Agenda and Support Material November 2015


Annual General MeetingThursday, December 3, 2015 I 3:30 pmCenturion Center, 170 Colonnade Road, Ottawa

The Annual General Meeting (AGM) Agenda and Support Material for this meeting are listed below – Click on the title to view the document.

• Notice of AGM

• OREB By-Laws (i)

• Agenda 2015 AGM

• Minutes 2014 AGM (1-3)

• Audited OREB Financial Statements

AGM

Ottawa Real Estate Board I Chambre immobilière d’Ottawa1826 Woodward Drive, Ottawa, Ontario K2C 0P7Telephone 613-225-2240 I Fax: 613-225-6420E-mail: [email protected]

www.OttawaRealEstate.org I m.OttawaRealEstate.orgOfficers David Oikle, President Rick Eisert, Vice President Shane Silva, President-Elect Janice Myers, CRAE, BSHEc, Chief Executive Officer

November 11, 2015

To: All Members

Re: Notice of Annual General Meeting, Thursday, December 3, 2015 at 3:30 p.m. at the Centurion Center

In accordance with Section 24.02 of the By-Law, President David Oikle has called the Annual General Meeting for 3:30 p.m. on Thursday, December 3, 2015, to be held at the Centurion Center, 170 Colonnade Road, Ottawa in the Agora and Adriatic rooms. The purpose of this meeting is to review the Financial Statements for the year ending September 30, 2015 and appoint the Auditors for the year 2016. Also, the Chief Returning Officer will be reporting on the results of the election of the 2016 Board of Directors. Further, the newly elected 2016 Board of Directors will be installed, the retiring Directors will be recognized and both the outgoing and incoming Presidents will provide their remarks.

All Members may attend the Annual General Meeting in accordance with Section 24.01(a) of the By-Law. Also, Section 24.04(d) of the By-Law allows all members entitled to attend an Annual General Meeting to speak on any issue on the agenda upon recognition by the Chair.

All Members are entitled to vote at this meeting in accordance with Section 25.01 of the By-Law. In accordance with Section 25.01(b), a Senior Member may designate their vote to any member of his/her firm. If a Senior Member does not have any sales representatives or managers in his/her employ and is unable to attend on December 3rd, he/she may designate his vote to another Board member. If a Senior Member wishes to designate his/her vote, please notify the Board in writing (Click Here for Proxy Form). In the event that a Senior Member wishes to have a permanent letter on file designating a member to vote on his/her behalf at any or all Annual General Meetings at which they are absent, the Board would be happy to keep such letter on record for future reference. A copy of Sections 24.01(a), 24.04 and 25.01 of the By-Law is attached for your information.

The agenda for this meeting and the support material are attached. Based on feedback received from members in previous years, the Board does not print copies of the material for the meeting for every member, but rather makes the material available. The agenda and support material are also available on the REALTOR Link® landing page.

It is important that we have quorum for our Annual General Meeting. Please RSVP to [email protected] on or before Monday, November 30, 2015 to confirm your attendance.

Yours sincerely,Ottawa Real Estate Board

Janice MyersChief Executive Officer

http://orebweb1.oreb.ca/memweb/memnews_w/pdfs/2015/Nov_15/OREB_AGMProxy_15.pdf

mailto:stait%40oreb.ca?subject=AGM%20-%20Attending


By-Laws November 2015

24.01 MEETINGS OF MEMBERS

DEFINITIONS

For the purpose of the By-Law:-

(a) “ANNUAL GENERAL MEETING” shall mean a meeting which is open to Senior Members, Manager Members, Directors and Active Members in good standing by pre-registration as prescribed;

24.04 NOTICES AND QUORUM

(a) Notice of the Annual General Meeting or a Special General Meeting shall be delivered in written or electronic format to each Member in good standing who is entitled to attend at the business address of such member at least ten (10) days before the date of the meeting.

(b) The non-receipt of a notice of the Annual General Meeting or a Special General Meeting by any Member in good standing shall not invalidate the meeting or any action taken at any such meeting;

(c) Twenty-five percent (25%) of the Senior Members eligible to vote shall constitute a quorum for the

transaction of business at the Annual General Meeting or a Special General Meeting. Each additional vote to which any Senior Member present is entitled pursuant to clause (d) of sub-section 25.01 shall for the purpose of establishing a quorum be treated as an additional Senior Member present.

(d) All Members who are entitled to attend the Annual General Meeting or a Special General Meeting may speak to any issue upon recognition by the Chair and only for as long as recognized by the Chair.

25.01 VOTING RIGHTS - ANNUAL GENERAL MEETING AND GENERAL MEETINGS

The following members shall be entitled to vote at the Annual General Meeting or any General Meeting:-

(a) Senior Members;

(b) A Member of the same Firm, who is otherwise entitled to attend and who has been designated by the Senior Member to vote on his behalf by written notification to the Executive Vice President prior to the meeting. In the event a Senior Member does not employ a manager or salespeople, he may assign his vote to another Board member;

(c) Members, who are for the time being, serving as Directors of the Board; their votes may not be assigned;

(d) A Senior Member, in addition to the voting rights as set forth in clauses (a), (b) and (c) of sub-Section 25.01 shall be entitled to one (1) additional vote for every one hundred (100) Members employed by him;

(e) Manager Members;

(f) Active Members.

(i)


Annual General Meeting Agenda November 2015

Agenda

When: Thursday, December 3, 2015

Starting Time: 3:30 p.m.

Where: Centurion Center, 170 Colonnade Road

1. Welcome

2. Approval of Agenda

3. Minutes of Annual General Meeting held on December 4th, 2014

4. President’s Report

5. Year End Financial Statements

6. Appointment of Auditors

7. Report of Chief Returning Officer

8. Outgoing President’s Remarks

9. Recognition of Retiring Directors

10. Installation of 2016 Board of Directors

11. Incoming President’s Remarks

12. Adjournment


AGM I December 2014 - Minutes November 2015

MINUTES of the Annual General Meeting held at the Centurion Center, 170 Colonnade Road, Ottawa, on Thursday, December 4th, 2014, commencing at 3:37 p.m.

There were 77 members present including 31 Senior Members, 10 Manager Members and 36 Active Members. 6 staff members and the Board’s Auditor, Ryan Miller, were present.

The total number of votes cast at the meeting was 109 consisting of:

31 Senior Members entitled to vote 5 Senior Members designated to vote on behalf of a Senior Member 2 Manager Member designated to vote on behalf of a Senior Member 1 Active Members designated to vote on behalf of a Senior Member 36 Active Members entitled to vote 10 Directors present 10 Manager Members 14 Additional Votes (Section 25.04(d) of the By-Law)

Welcome and Approval of Agenda

President Randy Oickle welcomed the members to the 2014 Annual General Meeting.

Approval of Agenda

IT WAS DULY MOVED AND SECONDED that the agenda for the Annual General Meeting being held on Thursday, December 4th, 2014, be approved. CARRIED.

Approval of Minutes of 2013 Annual General Meeting

IT WAS DULY MOVED AND SECONDED that the minutes of the 2013 Annual General Meeting, as presented, be approved. CARRIED.

President’s Report

President R. Oickle recognized Past Presidents and Honorary Life Members who were present at the meeting. He also recognized Members who contribute their time at other levels of organized real estate in elected positions and all 2014 Board volunteers.

President R. Oickle provided the members with an update on the 2014 Board activities.

Page 1 of 3



Year End Financial Statements

IT WAS DULY MOVED AND SECONDED that the financial statements for the fiscal year ending September 30th, 2014, be approved. CARRIED.

Appointment of Auditors

IT WAS DULY MOVED AND SECONDED that the firm of McCay Duff LLP be appointed as auditors for the fiscal year 2014/2015. CARRIED.

Guest Speaker

Guest speaker Bill Harrington, General Counsel and Chief Privacy Compliance Officer for CREA reviewed such topics as Realtor.ca, ownership of photographs on listings, coming soon signs, over-holding clause case and quantum meruit award. President R. Oickle thanked Bill Harrington for the entertaining update.

Report of Chief Returning Officer

Joanne Tibbles, Chief Returning Officer, reported on the outcome of the election of the 2015 Board of Director as follows:

The following Directors continue to serve on the Board of Directors to complete their terms of office:

Randy Oickle who becomes Past President David Oikle who will become PresidentDiane AllinghamMaz KarimjeeMartin LaRoseShane SilvaRalph Shaw

Josee Biggs was acclaimed as the Chairman of the Commercial Services Division.

The following were acclaimed as Directors in the Senior Member/Manager Member category:

Rick EisertMargie HooperBrian Sukkau

Page 2 of 3



The following were declared elected as Directors in the Active Member category:

Dwight DelahuntSarah Kiraly

Outgoing President’s Remarks

2014 President Randy Oickle thanked the CEO, the Directors and Members for their support during 2014. He also encouraged the Membership to hold themselves to a higher standard of professionalism through cooperation and respect.

Recognition of Retiring Directors

Retiring Directors Tim Lee, Past President, David Armstrong, Diane Hatfield, Janie Bilder and Joel Brodie were presented with certificates with thanks on behalf of the Members.

Installation of 2015 Board of Directors

Past President Tim Lee acted as the Installation Officer for the 2015 Board of Directors.

Incoming President’s Remarks

2015 President David Oikle thanked everyone for their support and spoke about his goals for the upcoming year.

Adjournment

The meeting adjourned at 5:09 p.m.

Page 3 of 3


Financial Statements November 2015

Ottawa Real Estate BoardFinancial Statements I September 30, 2015

McCay Duff LLP, Chartered Accountants

141 LAURIER AVE., WEST, 6TH FLOOROTTAWA, ON K1P 5J3

TEL: (613) 236-23671 (800) 267-6551

FAX: (613) [email protected]: www.mccayduff.com

1.

INDEPENDENT AUDITORS' REPORT

To the Members ofOttawa Real Estate Board

Report on the Financial Statements

We have audited the accompanying financial statements of Ottawa Real Estate Board, which comprisethe statement of financial position as at September 30, 2015, and the statements of operations, netassets, and cash flows for the year then ended, and a summary of significant accounting policies andother explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements inaccordance with Canadian accounting standards for not-for-profit organizations, and for such internalcontrol as management determines is necessary to enable the preparation of financial statements thatare free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Canadian generally accepted auditing standards. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditors' judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the entity'spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity's internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.

.../2

Associated World-wide with

141 LAURIER AVE., WEST, 6TH FLOOROTTAWA, ON K1P 5J3

TEL: (613) 236-23671 (800) 267-6551

FAX: (613) [email protected]: www.mccayduff.com

2.

INDEPENDENT AUDITORS' REPORT

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position ofOttawa Real Estate Board as at September 30, 2015, and the results of its operations and its cash flowsfor the year then ended in accordance with Canadian accounting standards for not-for-profitorganizations.

McCay Duff LLP,Licensed Public Accountants.

Ottawa, Ontario,October 27, 2015.

Associated World-wide with

3.OTTAWA REAL ESTATE BOARD

STATEMENT OF FINANCIAL POSITION

AS AT SEPTEMBER 30, 2015

ASSETS2015 2014

CURRENTCash $ 1,036,730 $ 1,074,452Short term investment (note 4) 223,738 237,007Accounts receivable 72,345 61,537Inventory 43,167 41,740Prepaid expenses 18,814 28,733

1,394,794 1,443,469

LONG TERMLong term investments (note 4) 941,145 899,090

CAPITAL (note 5) 640,630 674,321

$ 2,976,569 $ 3,016,880

LIABILITIES

CURRENTAccounts payable and accrued liabilities (note 6) $ 615,217 $ 516,079Deferred revenue 25,032 24,722

640,249 540,801

OBLIGATION FOR LONG-TERM EMPLOYEE RETIRINGALLOWANCES (note 7) 71,719 81,500

711,968 622,301NET ASSETS

Operating equity 912,976 1,042,954Investment in capital assets 640,630 674,321Unexpended funds (note 8) 710,995 677,304

2,264,601 2,394,579

$ 2,976,569 $ 3,016,880

Commitments (note 9)

Approved on behalf of the Board:

Director Director

McCAY DUFF LLP, CHARTERED ACCOUNTANTS


STATEMENT OF NET ASSETS

FOR THE YEAR ENDED SEPTEMBER 30, 2015

2015 2014

OperatingEquity

Investmentin Capital

AssetsUnexpended

Funds Total Total

BALANCE - BEGINNING OF YEAR $ 1,042,954 $ 674,321 $ 677,304 $ 2,394,579 $ 2,265,156

Net revenue (expenses) for the year ( )129,978 - - ( )129,978 129,423

912,976 674,321 677,304 2,264,601 2,394,579

Amortization - ( )97,146 97,146 - -Purchase of capital assets - 63,455 ( )63,455 - -

- ( )33,691 33,691 - -

BALANCE - END OF YEAR $ 912,976 $ 640,630 $ 710,995 $ 2,264,601 $ 2,394,579



STATEMENT OF OPERATIONS


2015 2014

Budget Actual Actual

REVENUEO.R.E.B. membership dues $ 1,740,504 $ 1,719,337 $ 1,705,958O.R.E.A. and C.R.E.A. dues 1,437,076 1,409,889 1,398,263MLS (TM) access fee 1,572,412 1,577,540 1,540,832Teranet 638,418 622,005 610,964Senior/active fees 68,000 86,500 66,600Reinstatement fee 33,600 17,600 32,150Interboard MLS (TM) listing fees 35,694 77,569 38,594Auditorium 48,260 60,960 49,655Sponsorship revenue 5,000 5,000 5,000Fee appraisers 80,552 104,993 82,850I/B access fees 8,721 11,021 8,534Seminar fees 35,325 41,535 44,790Disputes, complaints and mediation - 1,000 7,400Sale of supplies - iboxes 47,040 29,999 45,615Sale of supplies 54,000 45,884 50,291Investment income 36,600 36,564 38,203Late fees 37,200 37,570 38,195Miscellaneous income 13,840 13,229 15,328Rental income 93,024 92,754 91,416Internet revenue 9,372 9,087 9,357Renfrew membership fees 67,316 56,287 66,360REALTORS Care(TM) Foundation 37,200 41,848 47,288

TOTAL REVENUE - carried forward $ 6,099,154 $ 6,098,171 $ 5,993,643





2015 2014


TOTAL REVENUE - carried forward $ 6,099,154 $ 6,098,171 $ 5,993,643

EXPENSESBad debts 6,217 5,809 8,018O.R.E.A. and C.R.E.A. membership dues 1,437,500 1,409,014 1,398,565Other membership dues 3,926 3,708 2,906MMSI/Corelogic 774,977 697,656 706,643Teranet 637,184 625,068 596,611Clareity security - 121,411 -C.R.E.A. home price index 29,450 29,239 28,812Salaries 1,091,728 1,168,976 1,073,638Employee benefits 198,345 186,937 215,890ibox expenses 547,966 541,220 500,334Auditorium 4,800 5,063 4,815Bank charges and credit card costs 81,480 96,557 89,490Office 112,955 104,011 102,960Delivery 57,240 54,819 55,728Computer maintenance 67,288 63,931 58,829Computer programming 176,984 158,351 135,268Internet costs 81,400 80,962 85,148Consulting fees 6,000 9,106 9,150Computer training 4,250 1,377 3,760Professional fees 17,950 20,779 20,054Directors' sundries 59,287 45,728 55,548Purchases for resale 32,400 48,773 33,656Committee expenses 80,220 110,698 105,852Member promotion 110,000 110,510 71,320Seminar expenses 17,000 30,480 24,364Special events and meetings 17,500 18,982 14,036Building expenses 199,002 213,115 226,089Conferences/meetings 132,717 126,875 100,830REALTORS Care(TM) Foundation 37,200 41,848 47,289

TOTAL EXPENSES BEFORE AMORTIZATION 6,022,966 6,131,003 5,775,603

REVENUE (EXPENSES) BEFOREAMORTIZATION- carried forward $ 76,188 $( )32,832 $ 218,040





2015 2014


REVENUE (EXPENSES) BEFOREAMORTIZATION- carried forward $ 76,188 $( )32,832 $ 218,040

Amortization- Building and renovations 50,652 47,646 47,646- Computers 54,959 40,981 33,288- Furniture and equipment 8,260 8,519 7,683

113,871 97,146 88,617

NET REVENUE (EXPENSES) FORTHE YEAR $( )37,683 $( )129,978 $ 129,423



STATEMENT OF CASH FLOWS


2015 2014

CASH PROVIDED BY (USED FOR)

OPERATING ACTIVITIESCash from operations

Net revenue (expenses) for the year $( )129,978 $ 129,423Item not requiring an outlay of cash:

- amortization 97,146 88,617

( )32,832 218,040

Net change in non-cash working capital balances related tooperations 87,351 ( )24,110

54,519 193,930

INVESTING ACTIVITIESPurchase of capital assets ( )63,455 ( )58,821Decrease (increase) in investments ( )28,786 ( )250,115

( )92,241 ( )308,936

DECREASE IN CASH DURING THE YEAR ( )37,722 ( )115,006

Cash - beginning of year 1,074,452 1,189,458

CASH - END OF YEAR $ 1,036,730 $ 1,074,452



NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

1. ORGANIZATION

The Board is a regional organization formed to promote and foster a professional environment toenable its members to carry out the practice of real estate, keeping the public interest and afavourable image in the forefront. The Board is incorporated without share capital under theCorporations Act (Ontario), and it is exempt from tax as a non-profit organization under theIncome Tax Act (Canada).

2. SIGNIFICANT ACCOUNTING POLICIES

These financial statements are prepared in accordance with Canadian accounting standards for not-for-profit organizations. The Board's significant accounting policies are as follows:

(a) Revenue Recognition

Revenue from membership dues, the sale of supplies and fees for the provision of servicesare recognized in the period in which the corresponding good, service or benefit has beenprovided. Revenue related to events and seminars is recognized in the period in which theevent is held.

(b) Capital Assets and Amortization

Capital assets are stated at cost, net of accumulated amortization. Amortization isprovided on the straight line basis as follows:

Building 25 YearsBuilding renovations 10 YearsComputers and internet server 3 YearsFurniture and equipment 5 Years

(c) Inventory

Inventory consists of iboxes and supplies purchased for resale, and is stated at the lower ofcost and net realizable value, with cost determined on the first-in, first out basis.

(d) Use of Estimates

The preparation of financial statements in conformity with Canadian accounting standardsfor not-for-profit organizations requires management to make estimates and assumptions thataffect the reported amounts of assets, liabilities, revenue and expenses and disclosure ofcontingent assets and liabilities. These estimates are reviewed periodically and adjustmentsare made to net revenue (expenses) as appropriate in the year they become known.




SEPTEMBER 30, 2015

2. SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)

(e) Volunteer Services

The Board benefits from the services of many volunteers, the cost of which cannot bereasonably estimated. Therefore, no representation of this expenditure has been included inthese financial statements.

(f) Financial Instruments

The Board's financial instruments consist of cash, investments, accounts receivable,accounts payable and accrued liabilities, and obligation for retiring allowances.

Measurement

Financial instruments are recorded at fair value on initial recognition.

The Board subsequently measures all of its financial assets and financial liabilities atamortized cost.

Impairment

Financial assets measured at amortized cost are tested for impairment when there areindicators of impairment. The amount of any write-down or subsequent recovery isrecognized in net revenue (expenses).

3. FINANCIAL RISKS AND CONCENTRATION OF RISKS

It is management's opinion that the Board is not exposed to significant liquidity, market or currencyrisks arising from its financial instruments. There has been no change to the risk exposure from2014.

Credit Risk

Credit risk arises from the potential that members will fail to honour their obligations. The Boardis exposed to credit risk through accounts receivable; however, it does not have significantexposure to any individual member. The Board performs ongoing credit evaluations of itsmembers and limits membership status when considered necessary. There has been no change tothe risk exposure from 2014.

Currency Risk

Currency risk is the exposure of the Board's earnings that arises from fluctuations in exchangerates. The Board is exposed to currency risk through accounts payable. This risk has beenincreased from 2014 due to a new contract entered into, denominated in a foreign currency.




SEPTEMBER 30, 2015

3. FINANCIAL RISKS AND CONCENTRATION OF RISKS (Cont'd.)

Interest Rate Risk

Interest rate risk is the exposure of the Board's earnings that arises from fluctuations in interestrates. The Board is exposed to interest rate risk on its short and long-term investments. The Boardhas invested in a GIC portfolio with laddered maturities in order to reduce this exposure. There hasbeen no change to the risk exposure from 2014.

4. INVESTMENTS

The Board, in 2010, approved a policy to hold guaranteed investment certificates with staggeredmaturities.

Short term investment

GIC- 2.50% maturing February 27, 2016 $ 223,738

Long term investmentsGIC- 2.71% maturing February 27, 2017 $ 230,890GIC - 1.6% maturing February 26, 2018 242,837GIC - 2.5% maturing February 27, 2019 229,425GIC- 2.5% maturing February 27, 2019 237,993

$ 941,145

5. CAPITAL ASSETS2015 2014

CostAccumulatedAmortization Net Net

Land $ 258,888 $ - $ 258,888 $ 258,888Building and renovations 1,810,092 1,531,358 278,734 319,586Computers and internet server 433,913 383,236 50,677 33,238Furniture and equipment 177,443 125,112 52,331 62,609

$ 2,680,336 $ 2,039,706 $ 640,630 $ 674,321




SEPTEMBER 30, 2015

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Included in accounts payable and accrued liabilities are government remittances payable of$71,350 (2014 - $62,104).

7. OBLIGATION FOR LONG-TERM EMPLOYEE RETIRING ALLOWANCES

The Board provides retirement benefits for its long-term employees. Retirement benefits consist ofone-time payments to employees who retire after reaching the age of fifty with a minimum of tenyears of service with the Board. The benefits to be paid are based on years of service and salary.As of September 30, 2015, five employees are eligible to receive the benefit.

8. UNEXPENDED FUNDS

Unexpended funds represents operating working capital restricted for investment in capital assets.

9. COMMITMENTS

The Board has entered into long-term agreements with a number of suppliers to provide servicesfor its members. These services are funded by monthly assessments to the members and amountsfluctuate with membership volumes. Expenditures, in the next five years, towards long-termagreements are anticipated to be approximately:

2016 $ 1,875,0002017 $ 1,410,0002018 $ 735,0002019 $ 280,0002020 $ 10,000

10. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform with current financial statementpresentation.


Ottawa Real Estate Board Annual General Meetingorebweb1.oreb.ca/memweb/memnews_w/pdfs/2015/Nov_15/...Ottawa Real Estate Board AGM I December 2014 - Minutes November 2015 Year End Financial

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