Windsor city council takes over local BIA boards, asks for auditor general's input

Members of Windsor city council, meeting for the first time on Thursday as the boards of the city's nine Business Improvement Areas, requested involvement from the city's auditor general in its review of the BIAs' operations.

They also delegated authority for day-to-day BIA decisions to Windsor Chief Administrative Officer Onorio Colucci and requested that the results of the review be directed to the Windsor Business Improvement Area Advisory Committee (WBIAAC).

Windsor city council informed all nine BIAs at the end of February that council would be holding the results of their board elections in abeyance and taking over their boards for 60 days while the city examines how the associations conduct their elections, handle financial matters and determine membership, among other things. 

Council is also looking to create a uniform governance structure that would apply across all nine BIAs, it said.

"This is all about putting baseline governance in place," mayor Drew Dilkens told councillors at Thursday's meeting, "financial rules in place that talk about reporting structures so that this is open and transparent to the people who are paying the bills, who are funding the BIAs." 

This is all about putting baseline governance in place, financial rules in place that talk about reporting structures so that this is open and transparent to the people who are paying the bills, who are funding the BIAs.- Windsor Mayor Drew Dilkens

Business Improvement Areas are organizations of local business people, commercial property owners and tenants who work to promote physical improvements and economic development in specific neighbourhoods of a municipality. 

Shane Potvin, chair of the Ford City BIA, said at the end of February that he was very frustrated, deflated and disappointed by Windsor council's decision to take them over.

"We are an up-and-coming neighbourhood," he said. "We still have lots of empty space. We are in the middle of a resurgence, but also it is crucial right now for us to promote the neighbourhood ... and if our hands are tied, it's really tough."

Colucci said at the end of February that there was no evidence of wrongdoing on the part of the city's BIAs, nor was there any specific incident that led to council's action.

Councillors made the move to ensure that all BIAs are operating in line with established procedures, he said.

But responding to a question from Coun. Kieran McKenzie at a special meeting of council immediately before the BIA board meeting, Colucci said that staff were concerned with inconsistent policies being applied and late filing of financial statements for audit.

A 2017 PWC audit of the city's BIAs found that financial statements for two associations had not been audited by city-appointed auditors in a timely manner, and eight BIAs were not performing bank reconciliation controls consistently. 

"What steps did the municipality undertake to help facilitate the implementation of that, and did we leverage all the tools that we might've had available to us to help .. address some of those concerns?" asked McKenzie, who voted against council's decision to take control of the boards. 

Colucci replied that he was unable to provide a detailed list of steps but said, "The critical thing is that, at this point, there was concern expressed by the majority of council relative to getting those things and some others I mentioned before rectified." 

McKenzie then pressed staff for clarification on whether or not council is legally permitted to take over the BIA boards. 

City Solicitor Shelby Askin Hager replied that the Municipal Act provides for the board to be composed of "one or more directors appointed directly by the municipality" or selected by the membership and then appointed by the municipality.

McKenzie questioned whether that meant that a portion of the board still had to be composed of individuals elected by the BIA membership. 

Askin Hager told McKenzie that she would be happy to provide him with more fulsome legal advice in-camera. 

Downtown Windsor BIA executive director Debi Croucher spoke to the councillors in their capacity as BIA board members to remind them of their obligations to protect confidential information belonging to individuals, businesses and organizations involved in the organizations. 

"Disclosing confidential information without the consent of the subject persons exposes DWBIA to risk of liability and loss of reputation," she said.

"In light of this, has … the city council considered these obligations in the context of when it is meeting as the DWBIA board, including with respect to its posting meeting materials in advance on the municipality's website? It is notable that such materials include personal and third-party information that the DWBIA would in the past have considered confidential and protected from public disclosure."

City Clerk Steve Vlachodimos told council that it takes Croucher's concerns seriously.

Staff, he said, will add a field to the form that BIAs use to submit items to the boards that will allow them to highlight confidential information before the city produces future agendas. 

The executive director of the Ontario Business Improvement Area Association (OBIAA) told CBC before Thursday's meeting that it takes what is happening in Windsor "very seriously," but said "it is hard for OBIAA to insert itself into a local matter."

Kay Matthew said the organization recognizes that the Municipal Act allows municipalities to oversee governance of BIAs, but "there are changes needed in the Municipal Act which will create the standardized processes for mandated policies and procedures."

A 2021 analysis of provincial laws governing BIAs, prepared for the organization by Stephanie Ben-Ishai, recommended that the province mandate, through regulations, a default set of procedural rules for the organizations.