A director recalled at an AGM
At a west-end Toronto condo, the majority of the board, or at least the president, wanted to get rid of a director so they made sure that he was removed by a requisition signed by at least 15% of all the owners and his removal was placed on the agenda.

The director fought back. He sent this letter to all of the owners.

Mr. Jerome Altidort
Current Board Member and Homeowner
March 21, 2014
 
Dear fellow Homeowners:
 
Re:  Current Board’s Effort to Remove Me From the Board
 
I am currently a member of the board of directors. Based on the requisition to remove directors that is contained in the AGM package recently mailed. It appears that one or more of my fellow directors have taken steps to try and remove me from the board. Before that occurs, I thought it was important that my fellow homeowners know the truth.
 
The requisition set out 5 reasons for removing me from the board. I take this opportunity to respond.
 
1. The first allegation is that I’ve requested to be paid for my services.

That is not true—I have never asked to be reimbursed for my duties as a director. What I wanted was to be reimbursed for an expense I included on behalf of the building at the request of (the President). When I first joined the board, (the President) asked that I purchase a fridge and microwave for the meeting room and told me that I would be reimbursed. I purchased both appliances. It is perfectly reasonable to expect to be reimbursed for an expense incurred on behalf of the building. The appliances now belong to you, the homeowners, for your collective use.
 
2.  The second allegation is that I am recording meetings despite board objections.

It is true that I have recorded board meetings. I felt this was necessary because of how the board is conducting business and the fact that the minutes of board meetings are not reflecting the discussion held at those meetings. Recording meetings is a way to verify the accuracy of the minutes.
 
3. The third allegation is that I am not acting in good faith as a director.

Absolutely nothing could be further from the truth.
 
I initially held the position of Treasurer. Before I would sign any cheques, I would ask to see the underlying invoice. I believe I was acting in good faith in taking this position. When (the President) asked me to sign cheques in my unit and refused to produce invoices (instead of permitting me to sign cheques in the office with the benefit of seeing the invoices) I was refused.
 
Maria arranged to have me removed as Treasurer not because I wasn’t acting in good faith but because I didn't do what she wanted me to do. I would suggest that by demanding to see supporting documentation to substantiate a cheque is evidence of my desire is to protect the Condo Corp and thus all unit holders who have a financial interest. It is contrary to good business practices not to insist on production of the supporting invoice. If did not then I could be accused of not doing my job to protect the unit holders.
 
4.  The fourth allegation is that "there are disputes'' within the board that also impact on the property management of the corporation".

My response is that board have differences of opinion and dispute--that can certainly happen when you have different people on a board a opposed to a situation where one person makes all the decisions.

How this adversely impacts on the property management is not clear. So that you, my fellow homeowners know the types or issues I am raising on your behalf, here are some of the questions I've asked and comments I've made:

a)	There is a lawsuit against (the President) pertaining to conduct that occurred prior to her appointment as a director on the board and has nothing to do with her actions as a director. Maria wanted to and still wants to use your funds to defend this lawsuit. I told her that this not right.
b)	I've asked why minutes of board meetings were changed after the fact.
c)	I've asked why the AGM does not contain a notice to you, the homeowners, that a number of board positions are up for election this year.
d)	I've asked why your pool is still closed.
e)	I've asked how much of your money is being spent on the corporation's lawyer and the various lawsuits and what has been the outcome so far?

I have acted in good faith in trying to carry out my duties as one of your directors. I have challenged how your building is being run when it is apparent to me that decisions are not being made by the board as a whole or are not, in my opinion, in your best interests.
 
I challenged the fact that when elected, maintenance fees were lowered and was told they were just lowered to win the election, and why were they put back up months later?
 
As a result of my efforts to diligently protect your interests, I have been denied notice of board meetings and it is apparent to me that I am not receiving the same information being made available to other members of the board. For example, I was not advised that a settlement offer was made to resolve the outstanding litigation.
 
5. The last allegation is that there has been a "loss of confidence".

There has been no loss of confidence. What has occurred is that I have raised questions on your behalf which have remained unanswered.
 
To my fellow homeowners I declare that I will not be told by (the President) or any other board member what to do, say or think. I will always explore issues as I think necessary to protect your interests and I will always challenge decisions that I think are not in your collective interests. I will always carry out my duties as a director in good faith and to the best of my ability.
 
The requisition to remove me as a director is without merit and I have written this open letter to you so that you have an opportunity to hear my side of the story. I would be happy to talk with any of you about my conduct so that you can arrive at an informed decision before deciding on whether to sign the requisition.
 
Do You Want a Special Assessment? The AGM—Have Your Say
 
As a homeowner, you should be deeply concerned and actively involved in how the current board is managing your property and your money. In item #II in the Notes to the Financial Statements, the accountant indicates that the board is considering spending $2,600,000 on elevators, windows and the garage.
 
Go to the AGM and ask the board:

(i)	how are $2,600,000 in expenditures going to be funded and whether you, the homeowners are going to have to pay more in maintenance fees or be subject to a special assessment?
(ii)	why the board made a unilateral decision not to post available positions for election in the AGM package?
(iii)	how can the board make a decision not to post available positions?
(iv)	how many directors are being reimbursed for expenses including gas or mileage and why these expenses are not being incurred by management?

Ask yourself why people want to hold onto power and silence those who disagree with them? Ask yourself why (management company) would further certain peoples’ agenda by excluding directors from board information? After reading this, ask yourself is this really how you want your building managed?
 
As a homeowner, you should be deeply concerned and actively involved in how the current board is managing your property and your money.
 
Apart from the requisition to remove me from the board, I hope this open letter will encourage you to become more involved in the operation of your building and in shaping a board of directors that will act in the best interest of all homeowners.
 
Thank you for your time.
 
Sincerely;
Jerome Altidort
Director

So the requistion failed right?
You would think that after reading this letter, the majority of the owners would attend the AGM and rally to his defense. Well, it didn't work that way.

Why did the requisition succeed?
From what I have been told, and it is backed up by documentation, the president and the property manager ran a very smart if sneaky campaign.

The owners, and at least some tenants were asked to come down to the office to verify the condo unit's records. At least some of them were told to sign a sheet verifying that the records were accurate. What they were really signing was a petition for the requisition to remove the director.

It also appears that a number of proxies were signed by tenants and other proxies had forged signatures.

Then only 45 owners were present in person and there were 150 proxies. Most of the owners did not attend the meeting to hear what was going on.

Then there was the election itself. The Chair, who was the corporation's lawyer, asked for two scrutineers. A close friend of the president and the property manager were selected. They went off to count the ballots and the proxies.

They came back to say that the requisition passed by a vote of 146 to 9. Those numbers had to be false because for a certainty, an absolute minimum of 22 proxies and ballots voted against the recall.

The result
The director sold his unit and moved out.

His timing was good as a few months later, the fees went up 23% and the units became very difficult to sell.


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