29/07/2022 – Jurisdiction Ontario
Part 79 published on 01/09/2022
Owner not entitled to draft AGM minutes and also not entitled to audio recording of AGM
The Tribunal held that the owner was not entitled to request “original” draft AGM minutes, because draft minutes are not records of the corporation.
The Tribunal also held that the owner was not entitled to the audio recording of the AGM, because the owner did not have a proper reason for this request. The Tribunal said:
An owner is not entitled to insist that the wording of board or AGM minutes reflect how they believe it should be drafted. Requesting this record to “prove” what the Applicant believes to be the correct wording on about effectively minor details is not a request made by an owner having regard to the purposes of the Act.
The Tribunal also added the following:
While I have concluded that the Applicant is not entitled to the original draft minutes and the audio recordings, my conclusion about the latter is based on the particular facts before me and is not a finding that an audio recording is not or could not be a record per se. However, I note here that the Applicant indicated in this hearing that he intends to submit a records request for the audio recording of the May 5, 2022 AGM. As discussed at the hearing, the presumption was that entitlement to that audio recording would follow from my determination from entitlement the 2020 and 2021 AGM audio recordings given that his purpose for that request would be to review what transpired at that meeting in relation to the three motions to amend the 2019 and 2020 AGM minutes. It is hoped that this decision will resolve that possible request and that the ‘intransigence’ that each party seems to impute to the other regarding these AGMs no longer dominates their interactions.