KINROSS CREEK HOUSING CO-OPERATIVE

MEMORANDUM OF UNDERSTANDING

BETWEEN THE BOARD AND INDIVIDUAL MEMBERS OF THE BOARD

THE DIRECTOR AS A GENERAL MEMBER:

I understand and agree that an individual director has no more power than any other member except to carry out decisions of the Board of Directors in the manner and tone determined by the Board.

I understand and agree that if I abuse the privileges of membership or election to the Board, I will be expected to account for myself the same as any other member.

I understand and agree that by electing me to the Board, the members have expressed their faith that I will, to the best of my ability:

-respect the rights of all members regardless of colour, race, creed, health, political persuasion, sexual orientation or any other consideration that does not specifically pertain to membership in the Co-op;

-be guided by the 'International Principles of Co-operation;

-ensure that I and members of my household abide by the bylaws, policies and guidelines of the Co-op (example - arrears, pet policies, etc.); .respect the members' financial records as confidential;

-attend Board and members' meetings regularly, and give advance notice when I am unable to attend;

-declare any conflict of interest, loyalty or priority that may arise in issues coming before the Board;

-behave as a role model as a "member in good standing" and will not fall into arrears with the Coop;

-carry out all the duties of a Director with diligence and good will

THE DIRECTOR AS A MEMBER OF.THE BOARD:

I understand and agree that the Board often receives information that is not available to the general membership. Some of this information will be confusing, sensitive or confidential. Some of the decisions we make will be difficult, and some of them will not be popular with everyone.

I understand and agree that in discussing this information and making these decisions, all directors need to feel safe in expressing their opinions. I further agree that I have an obligation to make my position known, clearly and explicitly when an important decision is being made. We need to listen to other opinions. We need the permission to change our minds, if necessary, after exchanging ideas. Most importantly, we need to know that our comments will not be repeated outside the meeting room.

I understand and agree that from time to time I may find myself in conflict or disagreement with other members of the Board. In such cases I will attempt in good faith to resolve the issue directly with the member(s) concerned.

When the conflict is frequent and repetitious or involves a number of directors at a time, I will encourage the Board to stop and take action to address the situation of conflict. This will include entering into a process of identifying underlying issues and developing plans to resolve the problems. An outside mediator may be invited in to assist with the process.

I understand and agree that decisions of the Board will be made by Consensus agreement. When Consensus agreement cannot be reached, it may be necessary to vote to decide an issue.

The decisions made will be binding on all Board members, and the way an individual director voted or debated will not be discussed with anyone other than the Directors and staff of the Co-op.

Finally, I understand and agree that if I act in any way contrary to this agreement, the other directors may request my resignation from the Board.

In such a case I am entitled to an in camera hearing by the Board.

If the request to resign still stands after such a hearing, and I believe that the decision was made in a legally constituted meeting, in reasonably full possession of the facts, and in an honest manner, then I will resign without objection.

I will not discuss the reasons for my resignation with any person other than the Board and staff.

As long as I hold the reasons for my resignation in confidence, the rest of the directors will do the same.

Signed in Vancouver this __ day of ____________, 2001.

THE DIRECTOR FOR THE BOARD OF DIRECTORS

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