Notices for the April 18th Estonian House Limited (EHL) Annual General Meeting introduced an interesting new condition regarding proxies. The eye-catching small print says: “An organization may appoint any member of its executive to vote on its behalf.” In the past, organizations could designate another shareholder to represent the organization when their own directors were under able to attend a meeting. This language particularly hinders organizations that have senior executive members who’s participation may be limited for reasons of health, accessibility or other necessity. Proxy clauses should serve to extend a voter’s rights rather than limit their ability to be heard.
Section 12 of the EHL by-laws state:
At all meetings of the Shareholders each Shareholder shall be entitled to as many votes as he may own shares in the company entitled to voting rights and may vote by proxy; the holder of any such proxy unless appointed to represent an incorporated Shareholder must himself be a Shareholder entitled to vote and before voting must produce and deposit with the Secretary a sufficient appointment in writing from his constituent or constituents. If there be joint registered holders of any shares or a share conferring the right to vote any one of them present at a meeting may in the absence of the other or others vote, but if more than one of them are present or represented by proxy they shall vote together on the shares jointly held, the instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or if the appointor is a corporation, then under the Corporate Seal or under the hand of two officers of such corporation or the attorney so authorized. Any instrument of proxy before entitling the proxy to vote in respect thereof must be presented to the Secretary of the company at least six hours before the time appointed for the meeting.
The 2018 EHL AGM proxy language attempts to enforce a condition that does not exist, namely, that the proxy holder for an organization has to be a member of that organization’s executive. The process for an organization to issue a proxy is straight forward in Section 12: “if the appointor is a corporation, then under the Corporate Seal or under the hand of two officers of such corporation or the attorney so authorized.” Accordingly, a proxy could be granted to any person that has been authorized by 2 members of the organization’s executive.
As it pertains to organizations, the nuanced proxy wording used on the 2018 Estonian House AGM notice is more restrictive than the Estonian Toronto Credit Union’s (ETCU) language. In Section 7.13, the ETCU’s proxy conditions are stated as such:
A member of the Credit Union which is Her Majesty the Queen, a corporation, a partnership or an unincorporated association shall only cast its vote as a member through a written proxy produced at the meeting, signed by the president or other head officer or by the vice-president or secretary or treasurer of such entity and appointing some one or more persons to vote on its behalf. Any person so appointed need not be a member of the Credit Union. Unless expressly stated otherwise in this By-law, any such proxy shall cease to be valid after the expiration of one year from its date or the end of any meeting for which it was expressly granted, whichever is earlier.
It begs the question, why is the Estonian House Board attempting to enforce a condition that is more restrictive than EHL’s by-laws spell out? The by-law language and the practice regarding proxies exercised at meetings have benefited organizations for years and years; especially those that serve the interests of our most senior community members. Enforcing this particular language only places greater imposition on organizations run by retirees who have limited accessibility and participate as their health allows.
Our seniors have an interest in decisions that are being made and want to exercise their right to vote on matters important to them. Unfortunately, they cannot always attend every meeting they have interest in. Is it now necessary to burden senior leaders more by limiting their representation at a meeting?
The language included on the 2018 Estonian House AGM notice should be challenged. As should the proxy language in Section 7.13 of the ETCU by-laws. Where an organization’s representation is fairly protected, unfortunately, there is no wording in 7.13 that allows an individual member (account holder) of ETCU to nominate a representative to vote on their behalf. No language at all. Why are account holders, who are unable to attend a meeting, unable to exercise their rights by designating a fellow, like-minded member to represent their interests.
Rather than trying to encourage inclusiveness and welcome participation, proxy language seems intent on disqualifying voters and disenfranchising community members even more.
Allan Meiusi
EWR Contributor
