Many new provisions in the Condominium Management Services Act, 2015 (“CMSA”) are coming into force on February 1, 2018, including a provision prohibiting managers from soliciting proxies for certain matters.
Section 53 of the CMSA will provide that any manager, or any person acting on behalf of a manager, will no longer be permitted to solicit proxies for owners’ meetings where the meeting involves:
- any matter directly related to the licensee (i.e. the manager);
- the removal or the election of directors; or
- any other prescribed matter (currently no other matters are prescribed).
Among other types of meetings, managers will generally not be able to solicit proxies for AGMs.
Section 33 of the CMSA Regulations will define soliciting as petitioning for, or trying to directly obtain a proxy.
Section 33 of the Regulations under the CMSA provide that certain types of activities are not considered “soliciting”, and are therefore permitted. Specifically, managers are allowed to:
- collect or hold proxies or provide a location in which the proxies can be collected or held;
- notify or remind owners or mortgagees to submit proxies if the owners or mortgagees are unable to attend the owners’ meeting;
- make information available on how to submit a proxy form;
- provide a proxy form to the Corporation to give to owners or mortgagees; or
- provide a copy of a proxy form to owners or mortgagees on request.
Section 33 of the Regulations also provides an exemption from section 53 of the CMSA in a very limited circumstance: managers may solicit proxies where the form or content of the proxy does not authorize the proxy to vote on any matter at the meeting (even matters of routine procedure). This means a manager may solicit proxies for any type of meeting as long as the proxy is used only for quorum purposes.
On its face, the mandatory proxy form does not provide an option for a proxy to be used for quorum purposes only. The form currently has two main options: (i) the ability to appoint a proxy to vote only on matters of routine procedure; and (ii) the ability to appoint a proxy to vote on all matters that come before the meeting. This begs yet another question with the proxy form: how does one fill out the form to ensure it cannot be used for voting, including voting on routine matters?
Managers: your door-knocking, owner-pestering, proxy-soliciting days are numbered. Only one week remains to solicit all the proxies your heart desires.