UPDATE: GHI has posted the meeting agenda and related documents here:
Mark your calendar and plan to attend this important work session between the GHI Board of Directors and the Audit Committee.
June 12 (Tuesday) @ 7 p.m.
GHI Administration Building Board Room
1 Hamilton Place, Greenbelt, MD 20770
(!) Why it matters The meeting will address the debate about how much independence the Audit Committee has to access GHI’s records while performing its oversight duties. The meeting will also examine whether the Audit Committee should be involved when members want to file complaints against the Board and/or GHI staff.
This work session between the GHI Board of Directors and Audit Committee reflects an ongoing debate over how much access the Audit Committee has to GHI records without that access being regulated by the Board. Also, (to my knowledge) there is no current policy in the GHI Members’ Handbook to explain how members can lodge complaints against the Board and/or GHI’s employees.
For Consideration …
Q1. Who are the people in the work session?
Q2. Should the Audit Committee be involved with member complaints against the Board and/or GHI staff? If yes, how?
Q3. How do GHI rules define the Audit Committee’s access to information?
Q4. How do GHI bylaws define the Audit Committee’s access to information?
Q5. How do GHI rules and bylaws define the Board of Directors’ ability to regulate the Audit Committee’s access to information?
Q6. Does the Maryland law about member/public access to housing co-op books and records apply to the Audit Committee?
KEEP SCROLLING FOR EVEN MORE DETAILS
Board of Directors: Powers and Duties
“The Board of Directors shall direct the affairs of the Corporation and make necessary rules and regulations not inconsistent with the law, these Bylaws, or the decisions of the membership meetings.”
Current Board Members: https://www.ghi.coop/content/current-board-members
GHI Departments: Management Office (General Manager)
“The General Manager is responsible for the overall management of the Cooperative, including staff hiring and development, contract negotiations, conflict resolution, planning and public relations. The General Manager is hired by the Board of Directors to implement its policies and procedures.”
Current General Manager: Eldon Ralph
“Members of the Audit Committee shall have the right to attend all regular and special meetings of the Board of Directors of GHI and all subsidiary corporations, including executive sessions, and shall be furnished with copies of all minutes. They shall also be given access to all books and records of the Corporation.”
Current Audit Committee: https://www.ghi.coop/node/202
GHI Members’ Handbook (Member Complaints Procedure)
Note: The rules govern complaints against members but do not specify a procedure for complaints against the Board of Directors and/or GHI staff.
GHI Task Force: Member Complaints Against Management
In the June 15, 2017 meeting of the Board of Directors, the Board voted 8-0 to establish a task force to recommend a policy by October 31, 2017, for resolving complaints that are lodged by members against management.
GHI Members’ Handbook (Provision of Information)
B. PURPOSE “It is the purpose of this regulation to prescribe how and under what circumstances information shall be made available to members for the Corporation pursuant to the authority vested in the Board of Directors by Article VIII, Section 6, and to indicate what information will not be furnished to members of the Corporation.
C. DEFINITIONS “At all reasonable times” shall mean at the times during regular office hours of the Corporation. “Member of the Corporation” shall mean any member except a member of the Board of Directors, an Audit Committee member, and a staff member whose duties require him/her to handle Corporation records.”
GHI Bylaws: Open Books
“The books of the Corporation and all matters relating to fees, contracts, costs, and other transactions involving the Corporation shall be open to inspection by any governmental body or any institution extending financial assistance to the Corporation, as well as by the Audit Committee elected by the membership and by all the members of the Corporation at all reasonable times and under reasonable regulations established by the Board of Directors.”
GHI Bylaws: Accounting System, Financial Records and Internal Controls.
“The Board of Directors shall direct the general manager to submit to the Board for approval or it may prescribe the principles, standards, and related requirements and procedures, not inconsistent with the members’ Mutual Ownership Contracts and these Bylaws:
(a) for effective internal and external controls over income, expenditures, funds, property, and other assets of the Corporation,
(b) for accounting and the keeping of financial and related records to provide full disclosure of the financial transaction, the results of financial transactions, and other financial information necessary in the management and operation of the affairs of the Corporation and necessary or helpful to enable the general manager, the treasurer, the Audit Committee, independent auditors, and the Board of Directors to discharge their respective duties and responsibilities, and to enable the Corporation and its officers and employees to comply with all requirements of law and of contractual or other obligations to financial institutions, creditors, and to the members of the Corporation, with respect to accounts, records, financial statements, reports, taxes, and related matters, and
(c) for the budget and statement of estimated income and expenditures for current and future periods of operation.”
Code of Maryland: Corporations and Associations Article
Title 5. Special Types of Corporations
Subtitle 6b. Maryland Cooperative Housing Corporation Act
Section 5-6b-26. Books and Records
(a)(1)(i) Except as provided in paragraph (2) of this subsection, all books and records kept by or on behalf of a cooperative housing corporation shall be made available for examination or copying, or both, by a member, a member’s mortgagee, or their respective duly authorized agents or attorneys, during normal business hours, and after reasonable notice.
(ii) If a member requests in writing a copy of financial statements of the cooperative housing corporation or the minutes of a meeting of the board of directors or other governing body of the cooperative housing corporation to be delivered, the board of directors or other governing body of the cooperative housing corporation shall compile and send the requested information by mail, electronic transmission, or personal delivery:
1. Within 21 days after receipt of the written request, if the financial statements or minutes were prepared within the 3 years immediately preceding receipt of the request; or
2. Within 45 days after receipt of the written request, if the financial statements or minutes were prepared more than 3 years before receipt of the request.
(2) Books and records kept by or on behalf of a cooperative housing corporation may be withheld from public inspection, except for inspection by the person who is the subject of the record or the person’s designee or guardian, to the extent that they concern:
(i) Personnel records, not including information on individual salaries, wages, bonuses, and other compensation paid to employees;
(ii) An individual’s medical records;
(iii) An individual’s personal financial records, including assets, income, liabilities, net worth, bank balances, financial history or activities, and creditworthiness;
(iv) Records relating to business transactions that are currently in negotiation;
(v) The written advice of legal counsel; or
(vi) Minutes of a closed meeting of the board of directors or other governing body of the cooperative housing corporation, unless a majority of a quorum of the board of directors or governing body that held the meeting approves unsealing the minutes or a recording of the minutes for public inspection.
(b)(1) Except for a reasonable charge imposed on a person desiring to review or copy the books and records or who requests delivery of information, the cooperative housing corporation may not impose any charges under this section.
(b)(2) A charge imposed under paragraph (1) of this subsection for copying books and records may not exceed the limits authorized under Title 7, Subtitle 2 of the Courts Article.
Source for Subtitle 6b.: https://govt.westlaw.com/mdc/Browse/Home/Maryland/MarylandCodeCourtRules?guid=NBBEF15F09B6211DB9BCF9DAC28345A2A&originationContext=documenttoc&transitionType=Default&contextData=(sc.Default)
Source for Section 5-6b-26.: https://govt.westlaw.com/mdc/Document/N8A425210136E11E4BEF0CA9EE5544886?viewType=FullText&originationContext=documenttoc&transitionType=CategoryPageItem&contextData=(sc.Default)
STOP SCROLLING AND THANKS FOR READING