Using the proxy form to prevent amendments to a proposed by-law

The board wants a by-law passed and 80% of the proposed by-law is very positive and would be of benefit to the condo and to the owners.

However the board slips in a clause in the middle of the by-law that will be detrimental to the owners. Not a bad plan as most owners will not pick up on the ruse.

However, some owners may see that there is a piece of poison ivy among the roses so they make a motion to amend the by-law.

Oh, no the lawyer, who is chairing the meeting, says. It has to be accepted as is or rejected; no amendments are allowed as the proxy form does not allow for amendments. Since less than 50% plus one of the owners are present in the room, no amendments can succeed.

The wording on the proxy form

As you can see the wording states: "subject to the instructions set below".

The owners were vey unhappy to hear this. So at this AGM, the by-law failed by a vote of 70 to 10.

The newly elected board will have to bring back the by-law, suitably modified, at a future owners' meeting.

A clever trick
This is a clever tactic and most of the time the owners don't realize that there are any flaws in the proposed by-law or that they can move to have the by-law amended. However, if the owners catch on the lawyer and the board lose a lot of credibility.

What could the owners have done?
As soon as they received the proposed by-law that, in this AGM, was changing the number of directors and the qualifications on who was eligible to be a director, the owner group could have wrote their own proxy form that would have included the wording:
"or as amended by a resolution passed at the AGM".

That should work. However, I do suggest that may be best if you get a legal opinion from a lawyer who is experienced in condominium law before you start collecting proxies with an altered proxy form.

Second concern
There are two proposals tied together in one motion. There should have been two questions put to the owners. The first should have stated:

Vote in favour of raising the number of directors from three to five:
Vote in favour  _____    Vote against  ______

The second should have stated:

Vote in favour of changing the terms for being a director:
Vote in favour  _____    Vote against  ______

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