Dear Condo Smarts: We have an ongoing conflict in our strata over when the strata council retires. Every year at our annual general meeting, the strata chairperson represents a large number of proxies.
This is due to the design of the proxies that are sent out with the notice. The proxy defaults to the chairperson if another person is not named.
This year, the strata elected an outside person to chair the meeting because we were voting on a new set of bylaws and a special levy for re-piping, and wanted to ensure we followed proper rules and procedures.
It was argued at the meeting that the chairman of council was no longer the chairman and could not hold all of the proxies naming the chairperson.
After two hours of debate, the elected chairman entertained a motion that the meeting be terminated and the resolutions were to be postponed to a reconvened special general meeting, in order for the strata corporation to resolve the proxy issue.
How can we prevent this misuse of proxies in future? The owners consider this an unfair and abused privilege of the chairman of the strata council.
Beth J. Victoria
Dear Beth: Your strata corporation obviously has an older set of bylaws, or has amended the Standard Bylaws of the Strata Property Act.
To avoid this confusion, the act changed the description of the council chairperson to president. The term chairman (or chairwoman) is an active term of the role that the president, vice-president or elected chairman may be fulfilling for the purpose of the meeting, and property managers and other parties frequently act as the chairman for strata corporations at general or council meetings.
Even if neither the president nor vice-president is chairing the meeting, under the act they have an additional casting ballot as provided for in the bylaws, at either council meetings or general meetings, in the event of a tie for majority votes. The chairman who is not a president or vice-president does not get this privilege.
An amendment to your bylaws clarifying the terms will help to clear the confusion for this part of the problem.
The second issue is how the proxy form is issued. The optional proxy form of the Strata Property Act, Form A, appoints a person, and specifically identifies the name of the appointee. Blank proxies that do not name a person can cause great confusion at registration desks.
The complication of appointing a chairman as proxy is that the title is both a position and an active role. Not every chairman is permitted to hold proxies. The chairman is a role, not a specific person, and the individual filling the role (the chair) might change between the notice period and the convening of the meeting.
Even though the strata owners assumed "John Smith, chairman" would represent their proxy as president, what happens when "John Smith, chairman" resigns from council five days before the meeting, or is unwilling to take the chair for that meeting? Who is now representing the proxies?
As long as a proxy is in writing and signed by the person appointing the proxy, it may be in any papered form.
Owners are not obliged to use the proxy form issued with the notice package, and the strata corporation cannot require the use of the issued form, as a condition of issuing a voting card to the proxy. The proxy is the appointed person, not the form.
When the notice package is created, the proposed resolutions, agenda items, forms and notices are determined by the strata council.
If the strata council chooses to adopt the optional form or any other form of proxy sample to be issued with the notice, the council would make that decision by majority vote at the council meeting where the general meeting was planned.
Unless the strata council has voted to delegate that specific authority to one or more council members, the decision rests with the council.
Tony Gioventu is executive director of the Condominium Home Owners' Association. Send questions to him c/o At Home, Times Colonist, 2621 Douglas St., Victoria, B.C. V8W 2N4 or email [email protected]. The association's website is www.choa.bc.ca.
