Requisition Meetings: It All Comes Down to the Proxies

     Anyone who has attended a requisition meeting to remove board members knows that it is rarely the speeches, the PowerPoints, or even the coffee that decide the outcome (you might have my vote if the cookies are from Crumbl Cookies). 

     Instead, the game-changer for removing board members is the proxy form in the writer’s opinion. The Condominium Act, 1998, SO 1998, c. 19 (the “Act”) sets the stage for governance and to the political process for condominium owners to have a voice, it is the collection, scrutiny, and interpretation of proxies that often determines whether a requisition succeeds or fails. In this sense, requisition meetings have less in common with lively debates and more with paperwork inspections.

Proxy Battles

     In practice, proxy battles are the heart of any requisition meeting. To prevent chaos at the registration desk (less applicable on virtual platforms), it is wise to set a submission deadline for proxies in the notices to owners. Otherwise, directors, managers, and counsel may find themselves confronted with a line of last-minute arrivals with stacks of papers to be reviewed.

     Once proxies are in hand, proxies must be sorted, reviewed and organized in advance and prepared for review by scrutineers. While online platforms appoint the party from the platform to scrutineer, it is possible for scrutineers from the community to be appointed. Section 52(1.2) of the Act provides that a vote cast by proxy is subject to the instrument appointing the proxy.

     In plain terms: if the proxy form is flawed, so is the vote. Boxes must be properly checked, initials or signatures must be in the correct spots, and the proxy holder must be clearly named. If multiple proxies exist for the same unit, the most recent one prevails. Scrutineers make these calls together with counsel and the chair. 

     The proxy must match the Corporation’s owner list. If the “registered owner(s)” box is checked but the name provided does not match, the proxy is invalid. Where the owner is a corporation, the form must include either the corporate seal or a statement confirming the authority of the signing individual to bind the corporation. Similarly, if someone is authorized to act on behalf of the registered owner(s) or mortgagee(s), documentary proof of that authority must accompany the proxy – i.e., a Power of Attorney for property.
     

     Lastly, the arrears list cannot be ignored. Section 50(2) of the Act provides that owners in arrears are not entitled to vote and therefore may not be counted toward quorum. However, an owner may bring arrears up to date with a cheque payment before the meeting – a detail that has saved more than one proxy at the eleventh hour.
This scenario played out in Davis v. Peel Condominium Corporation No. 22, 2013 ONSC 3367, where the Court upheld the chair’s decision to permit certain proxies to be counted, noting that the corporation’s records were inaccurate. In that case, several owners who were said to be in arrears had, in fact, paid their balances in advance or even at the registration desk, thereby restoring their voting rights.

Requisition Representative

      A notable provision in the Act is under Section 52(3), a proxy need not be an owner. This opens the door for non-owners – such as counsel for the requisitionists – to play significant roles in meetings. However, one rule remains constant: without a proxy, the requisition representative cannot attend. Arriving “proxy-less” is akin to arriving at the theatre without a ticket – you can admire the lobby, but you will not see the show.

     Section 52(4) of the Act adds a further wrinkle: the proxy must be in writing under the hand of the appointer or the appointer’s attorney.
This raises the ever-entertaining question: if a proxy is pre-marked by the proxy seeker and left only for the proxy giver to sign, is it valid? The courts have not weighed in definitively. Our view is that proxies are presumed genuine unless proven otherwise, though one can easily imagine a future where forensic signature experts are summoned to requisition meetings.

Compulsion

     The Act is less clear when it comes to the circumstances under which a proxy was obtained. Was the owner threatened into signing? Did the owner understand the document? Would such circumstances invalidate the proxy automatically?

     The Act and its regulations provide no explicit guidance. While common sense suggests that coercion or ignorance should nullify a proxy, proving either in the context of a heated meeting is another matter altogether.

     With that said, it is important to recognize that the Condominium Management Services Act, 2015 (“CMSA”) does impose certain ethical boundaries on property managers. Section 53 of the CMSA prohibits condominium managers from soliciting proxies from owners, reflecting the broader principles of fairness, impartiality, and neutrality that govern their professional conduct. This restriction helps reduce the perception of undue influence and/or actual conflict of interest, ensuring that voting decisions remain squarely in the hands of owners.
Nevertheless, issues of authenticity continue to arise. Forged unit owner proxies are not uncommon. Where there is any doubt, it is best practice to remind attendees at the meeting that they may retract their proxy and instead vote by secret ballot – an approach reinforces transparency and helps maintain confidence in the democratic process.

Retaining Proxies as a Record of the Corporation
     

     The obligations surrounding proxies extend beyond the meeting itself.

 
      Under Section 55(1) of the Act, all ballots and proxies form part of the Corporation’s official records. Section 13.2 of O. Reg. 48/01 requires that they be retained for at least 90 days after the requisition meeting, unless the Corporation receives written notice of actual or contemplated litigation relating to the record, in which case they must be preserved for longer. In short, treat proxies as you would meeting minutes: official, permanent, and never to be nonchalantly discarded.

Conclusion

     Requisitions meetings often “succeed or fail” on the strength of the proxies collected.

     Being guided through the process is key for Boards for ensuring integrity. Setting deadlines, carefully reviewing each form, verifying entitlement to vote, and retaining proper records are the best ways to ensure that the results stand up to scrutiny.

     Work with your counsel to follow the above checklist diligently and avoid joining the exclusive – and often undesirable – list of court cases where requisition meeting results appointing scrutineers is successfully challenged.

 
     After all, Boards should aim to be remembered for sound governance – not for squabbles over proxies.