A lawyer and partner at De Grandpré Joli-Coeur, Marie-Cécile Bodéüs graduated from the University of Montréal and was called to the Québec Bar in 1997.
Specializing in co-ownership law, Me Bodéüs has represented and assisted several co-owners and syndicates of co-ownership in the resolution of conflicts concerning various aspects of divided co-ownership law in Québec. Me Bodeüs’ practice varies from the recovery of unpaid common expenses to the start up of co-ownerships.
September 29, 2017 – Proxies, coveted by many when a decisive co-ownership vote is foreseen, are a formidable tool during general meetings. Their validity of is often challenged, along with many attempts to render them ineffective. What should you know?
First, what is a proxy?
A blank proxy form should be included with the general meeting notice of call documents (the agenda, financial statements and budget). The general meeting notice of call should also invite the co-owners who cannot attend the general meeting in person to complete and give his proxy to the person of his choice so that the latter can act on his behalf and vote in his name at the general meeting.
What should the proxy form contain?
In essence, the co-owner’s name, the mandated person’s name (the mandatary must be an identifiable person, such as "Ms. Judith Lapierre" and not "The Board of Directors") as well as ones share, signature and the date .If your general meeting notice documents do not contain a proxy form, you can nevertheless draft one on the basis of the above information.
How many proxy forms must be remitted per unit?
It depends on the number of unit owner(s). Thus, if two spouses own the same unit, two forms should be attached to the notice of call documents, since if only one of them attends the general meeting without a proxy from the other, he will only be entitled to vote his share of the unit's voting rights.
Can I be present even if I have given a proxy?
No, unless you have multiple units. In the latter case, you could mandate one person for one unit and keep your voting rights for the other.
A proxy for the same unit cannot be divided, thus if I am the owner of unit 2 which represents a 3% share, I mandate someone to represent me for my entire share.
What if the same person has given several proxy?
You have to look at the signature date. The most recent one will be the one in force.
Can one limit the number of proxies at a general meeting?
No. Every co-owner has the right to give his proxy.
Can one limit the number of proxies a person can hold?
No. Every co-owner has the right to give his proxy to whomever he wants.
Should a proxy be necessarily given to a co-owner?
Absolutely not. Any co-owner has the right to give his proxy to whomever he wants: a co-owner, a director, a lessee, or even a third party outside the co-ownership.
Is there a time limit for a co-owner to give his proxy?
There is no such time limit. A proxy may be delivered well in advance, or at the opening of the general meeting and even during the general meeting. Thus a co-owner may be present for the first items on the agenda and remit his proxy before the end of the general meeting for its remainder, when he leaves.
Clauses requiring delivery 48 hours before the general meeting (or other time limit) are invalid.
What are the rights of the person holding a proxy at the general meeting?
The same rights as the owner he represents. He has the same right to speak and to vote. Similarly, if, for example, the owner who has given his proxy has lost his voting rights because of failing to pay his common expenses, the proxy holder will also not have any voting rights .
Marie-Cécile Bodéüs, lawyer
DE GRANDPRÉ JOLI-COEUR s.e.n.c.r.l.
2000, avenue McGill College
Montréal (Québec) H3A 3H3
Phone : (514) 287-9535
Fax : (514) 499-0469
Mail : firstname.lastname@example.org
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