Part 43 published on 01/09/13
Meeting Chair properly accepted proxy votes
Owners had requisitioned a meeting for removal of the Board. At the meeting, the lawyer representing a number of the requisitionists was appointed as Chair for the meeting. In her role as Chair, she was required to determine whether or not certain proxy votes should be excluded pursuant to Section 49 of the Condominium Act on the grounds that the owners (who signed the proxies) were at least thirty days in arrears (and therefore were not entitled to vote at the meeting). The Chair determined that the owners in question were in fact not in arrears, and therefore accepted the proxy votes.
The Board was removed at the meeting. One of the owners then applied to Court for an order declaring the vote invalid on the grounds that the Chair had improperly accepted proxy votes, and those proxy votes had influenced the result.
The Court refused the application. The Court said that the Chair had acted properly throughout and there was no reason to overturn the vote. The Court’s decision included the following:
- “Where there is a challenge to the preliminary determination that a proxy is ineligible (or, for that matter, is considered to be eligible), in the absence of any other specified mechanism, that decision should be made by the chair of the meeting.”
- The Chair had not acted in bad faith. “Rather, she sought to give effect to the rights of all unit holders, based upon the facts as she perceived them, and in so doing acted in accordance with the best interest of the corporation.”
- It wasn’t improper for the lawyer to Chair the meeting, even though her clients were requisitionists. This did not create an unacceptable conflict of interest.
- The available evidence indicated that, at most, three of the disputed proxies might be suspect (due to the owner being in arrears). But even if those three proxies had been eliminated, “the removal vote would still have resulted in the Board being removed at the meeting”.