After posting a deadline for the AGM proxy vote forms on Aug. 17, Feds continued to accept proxies up until the meeting began on Oct. 22 in order to avoid violating the Ontario Corporations Act.
Feds is subject to multiple laws that govern the way certain events, such as general meetings, are handled. Specifically, Feds must follow their own bylaws, as well as the Ontario Corporations Act.
Feds bylaws surrounding how general meetings (GM) are run, which cite the Corporations Act on multiple occasions, outlines the timing of GMs, when a GM can be called, when Feds is required to give notice, the process for submitting proposals, quorum, and voting members. Under Subsection E, Voting Members, it is stated that members can vote by proxy, and no one can hold more than one proxy. It does not outline when the form must be released, when the due date must be set, or who is responsible for administering proxy forms.
The Corporations Act, set by the province of Ontario, is far more specific regarding proxies. According to Part II, Section 84 of the act, a due date for proxies can be set by the board of directors for no earlier than 48 hours before the time of the meeting, and this date must be announced at the same time as the announcement of the general meeting or, in case of the solicitation of proxies, the date can be stated in any additional documentation which can be sent out concurrently with or prior to the announcement of the meeting.
“That deadline [for proxy forms] was supposed to be set in the website post that went out on [Aug. 16] … when the proxies got posted, however, it did go out in all the social media … but it wasn’t actually on our website so that’s why we were accepting proxies up until the meeting,” said Danielle Burt, Feds president. The due date is stated in a website post from Aug. 17, which can still be found on feds.ca.
The first mention of the deadline can be found on Facebook, where Burt replied to a post on Oct. 17 by UW student Hannah Enns, asking when the due date was.
“After talking with some folks from Feds at the registration table, I was able to prove my right to carry a proxy because there was no official deadline set for the forms,” Enns said. “The complete disregard to process on behalf of Feds was disappointing.”
“Technically there’s no one in charge of [the proxy form] but it came to my attention … I was working with Stephane [Hamade] to find some previous documentation and then upgraded it … to make it relevant to this AGM,” Burt said.
Burt defended Feds’ actions saying: “In relation to violating [the Corporations Act] … it does say ‘in the information circular relating thereto,’ so we did release the date … in the same area of the notice of the meeting.”
The Corporations Act cites a very specific definition of information circular, calling it any additional document given to stakeholders whose proxies are requested. The Act adds that these documents must be released with, or before, notice of the meeting.
Burt also expressed the opinion that Feds needs to change their documentation regarding how proxy votes are handled.
“What we’re going to do, because the research and policy officer position does not exist in its previous form, is we’re going to be putting together a general meeting transition document in our manual … In the bylaws we would just put a timeline on when the proxies … would have to be submitted.”
Though Feds avoided any violation of the Corporations Act by continuing to accept proxies up until the meeting, there was no official retraction of the previously posted due date.
