The Blue Mountains councillors appointed to the board of directors for the Blue Mountains Attainable Housing Corporation (BMAHC) are not required to vote how council as a whole wishes them to while they are attending board meetings.
At council’s committee of the whole meeting on March 13, CAO Shawn Everitt delivered a report to clarify the roles and responsibilities of members of council who have been appointed to the housing corporation’s board of directors as town representatives. Mayor Andrea Matrosovs and Coun. Shawn Everitt are the current representatives from the town on the board.
Everitt’s report provided a legal opinion on the matter from lawyer John Mascarin of Aird and Berlis.
The CAO provided Mascarin with four questions about the roles and responsibilities of the council appointees. Mascarin’s full reply can be found here.
The questions included:
Question: Do the members have a conflict of interest between their roles as councillors for the town and directors of the BMAHC?
Answer: The members may have a conflict of interest, but it is one that is recognized at law. They are entitled to still consider, debate, discuss and vote on matters and questions at both the council and at the BMAHC board.
Question: While attending a meeting of the BMAHC board, are the members representing the town or BMAHC?
Answer: The councillors who have been appointed to the BMAHC board are representatives of the town but, they are directors of the BMAHC board and they must act and decide matters as directors at the BMAHC board with a view to the best interests of the BMAHC, even if those interests are contrary to council who appointed them.
Question: If the members vote one way at the meeting of council on a question or matter are they required to vote the same way at the meeting of the BMAHC board on the same question or matter, and vice versa?
Answer: The members are not required to vote in accordance with how they voted at the council or at the BMAHC board when they are asked to vote on the same question or matter at the other body. The members have an obligation at law to the council and to the BMAHC board to act honestly and to make decisions in the best interests of either the municipality (when the matter is before council) or of the BMAHC (when the matter is before the BMAHC board).
Question: If the members voted in the negative at a meeting of council or at a meeting of the BMAHC board, do the members have an obligation to support the by-law, resolution or decision that was passed if the question or matter is then before either the council or the BMAHC?
Answer: The members do not have to support the majority decision made at either the council or at the BMAHC board when they may be considering and voting on the question or matter before the other body. The members have an obligation at law to the council and to the BMAHC to vote in accordance with what is in the best interests of either the town (when at council) or the corporation (when at the BMAHC board).
Mascarin attended the meeting virtually to answer questions about the report from members of council. He said elected councillors being appointed to outside organizations was a fact of life and that councillors in those positions “have to be reconciled to wear different hats.”
“You can discharge both obligations, otherwise the system wouldn’t work,” he said.
Council voted 6-0 (Coun. Alex Maxwell was absent) in favour of receiving the CAO’s report, but it was clear the town’s relationship with the housing corporation continues to be an issue for some members of council.
“I find it messy. To put members of council in this position is something we should avoid,” said Coun. Paula Hope, who said she hopes the structure can be changed. “There is a constant responsibility for all council members that they always need to look out for the town. Ideally, I hope the day comes when we can organize this differently.”
