Rejoice! The new Proxy form is out!
We have updated our “Form” link at the top of our blog to ensure you always use the latest version.
The most significant change is on page 2 of the proxy. The owner giving the proxy must now pick between 3 options:
- If you check the first box: the proxy can only be used towards quorum. Stated otherwise, the proxy holder cannot vote on anything.
- If you check the second box: the proxy holder can only vote on procedural matters (such as adjourning the meeting) but cannot vote on anything of substance. Therefore the proxy holder cannot vote for the election of directors or on the adoption of rules/by-laws. If you check this box, don’t complete the rest of the proxy.
- If you check the third box: the proxy holder can vote on anything, just as the owner would if he or she was present. If you check this box, you have two more options:
- Either, you “lock in” your vote. In such case, complete the rest of the proxy and ensure you identify who you want to vote for and, if applicable, who you want to have removed or whether you want to vote in favor or against other specific matters; OR
- You authorize your proxy holder to decide for you how to vote on the various matters. If you pick this option, you leave the rest of the proxy blank to allow the proxy holder to vote for you. In such case, the proxy holder should be given a ballot.
The new proxy seems to have been built in a “modular” way, allowing corporations to only include the portions relevant to the business at hand at any given meetings. Indeed, the proxy form expands as you click on the various sections of the proxy.
- Section 1 deals with the election of directors;
- Section 2 deals with the election of directors for which only owners of owner-occupied units can vote;
- Section 3 deals with votes on other matters (such as voting on a rule or by-law);
- Section 4 deals with votes to remove directors and, if removed, to elect replacements. This section deals with the election of owner-occupied positions separately – but oddly enough has not separated the removal of “owner-occupied” directors.
Is it “Improved”?
I hate to be a party pooper but, while the “proxy version 2.0” is certainly “new”, I’m not certain it is “improved”.
- It still does not work well on all browsers. I was unable to open it on Google chrome or on my iPhone. Fear not, we continue to give you a link to a printable form;
- When fully expanded, it went from a 4-page document to a whopping 8-page document!
- Rather than clarify the 2 circumstances for which a proxy could be used (towards quorum or towards an actual vote), the new proxy adds a third option (as described above);
- Owners still have to initial or sign beside every vote or box they tick – interesting considering last month’s court case were a proxy was eliminating because it was missing the owner’s initials. See here what I had to say about it to Canadian Lawyer Magazine;
- The instructions are still intertwined throughout the proxy (it may have made more sense to include instructions at the end).
- When using the printable version (or if you fully expand the form), the top of every section shows a mysterious box leaving me to wonder whether it was intended to be checked or not by the proxy giver.
We’ll have to give this new proxy form a fighting chance and see how well it does at owner meetings.