Two directors stopped attending board meetings

On 08 February 2018, a downtown Toronto condo board hosted a Special Owners Meeting in response to a requisition submitted by the owners of "The Star of Downtown", a condo on Wellesley Street. The meeting was held to vote on the removal of two directors from the Board.

Reason for the requisition
Prior to last summer's AGM,  the board was split with four senior directors having serious differences with the newly elected director. The minority director was questioning the actions of the property company and was critical of some of the previous board's decisions. There were bad feelings all around.

After a group of owners conducted a strong and bitter campaign, two challengers replaced the two incumbent directors that were up for re-election at the AGM.

The new board majority made sweeping changes. The property management quit and some of the contractors were replaced.

The new board held nine board meetings between the AGM and the end of the year. The two senior directors did not attend any of those meetings.

The three directors were concerned that if any of them got ill, went on vacation or sold their units, the board would lose quorum. There was no language in the by-laws allowing the majority of the board to remove directors who missed properly called board meetings.

The requisition
The majority on the board, along with a group of owners campaigned to have the two directors removed from the board. The success of the campaign depended on the response of the majority of owner-residents. It is far more difficult to get owners who rent their units to participate in the condo politics.

It was relatively easy to get owners of over 15% of the units to sign the requisition.

The election process
In order to remove a director, the owners of 50% plus one of all the units, must vote in favour of removal. To succeed the requistionists needed 96 votes in favour of removal.

To ensure that this process was conducted in an unbiased manner, the Board of Directors had two auditors facilitate the voting process and handle all ballot activities. Three owners volunteered to be scrutineers of the ballot counting for additional oversight.

A total of 100 ballots were cast, with the following results:

In favour of removal
Director
Ballots
Proxies
Total
A
65
31
96
B
66
31
97

By the narrowest of margins, the requisition succeeded.

Election to fill the vacant positions
With two positions open on the board, an election for new directors took place directly following the removals.

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