Proxy Overview and Sample Forms
What is a proxy?
A proxy is a person who has been appointed to represent an owner or mortgagee at a meeting of the owners of the condominium corporation. This includes annual general meetings.
Why would I appoint a proxy?
There are two main reasons why you (as an owner or mortgagee) might want to appoint a proxy. For example:
- If you would like to vote but cannot attend the meeting yourself, your proxy can attend the meeting and vote on your behalf.
- If you would like to count towards quorum for the meeting, but don’t want to vote, you can have a proxy attend the meeting. That proxy will be counted towards quorum for the meeting as if you were present yourself.
Where possible, the CAO recommends that you attend meetings yourself, so you can hear and participate in the discussions that will take place. These discussions often help the owners to understand the issue and the different perspectives in your condominium community and may change how you want to vote about a specific candidate or item.
How do I / we appoint a proxy?
To appoint a proxy, you must use the proxy form available on the CAO’s webpage. If you are having difficulty accessing the form, please carefully read the instructions at the top of the CAO’s forms page.
Who can be a proxy?
You can appoint anyone to be your proxy. Your proxy does not have to be an owner in the condominium corporation.
It is important to note that for your proxy to count towards quorum and/or vote on your behalf, they must attend the meeting. For this reason, you may wish to confirm with your proxy that they are going to attend.
If you want to appoint a proxy but don’t know anyone who is available to attend the meeting, you could ask a member of your condominium corporation’s board of directors if they would be wiling to act as your proxy.
How to complete the proxy form
Before filling out the proxy form, you should first review the notice of meeting that you received from your condominium manager or board. This notice will include important information, including the date and time of the meeting, the items that will be voted on at the meeting, and the names of the individuals who have nominated themselves for election to the condominium board (if any).
After reviewing your notice of meeting, you can begin filling out the form. On the second page of the proxy form, you are asked to check one of three boxes.
- If you check the first box, then your proxy can attend the meeting but only to count towards quorum. That means that your proxy is not allowed to vote on any of the topics discussed at the meeting. In short, your proxy will attend the meeting, but they will not participate. You may wish to appoint a non-voting proxy if you are unable to attend yourself and your condominium corporation has difficulty in getting quorum to hold the meeting, or if you want someone to attend the meeting and tell you about it afterwards.
- If you check the second box, then your proxy can attend the meeting and count towards quorum but can only vote on “matters of routine procedure” – for example, a vote to move the discussion to the next topic, or a motion to adjourn the meeting. Your proxy cannot vote on any of the other topics discussed at the meeting, including the election or removal of directors, the or adoption of rules or by-laws.
- If you check the third box, then your proxy can attend the meeting and count towards quorum, and will also be allowed to vote on the topics discussed.
You must now select the topics you want your proxy to vote on. You can do this by checking the boxes next to the headings labelled as follows:
- Section 1. Voting to elect candidates to vacant positions on the board that all owners may vote for
- Section 2. Voting to elect candidates to any vacant position on the board that only owners of owner-occupied units may vote for
- Section 3. Voting for specific matters
- Section 4. Voting for removal of directors and election of substitutes
Once you have checked the relevant boxes, you must now decide whether you want to tell your proxy how to vote on those topics, or whether you want to give your proxy the ability to decide how to vote.
If you want to tell your proxy how to vote on a specific topic, you must fill out the portion of the form that appears once you have checked the relevant Section box. If you want to allow your proxy to decide how to vote, however, you can leave the rest of the form blank.
The CAO encourages owners appointing a proxy to speak with the proxy before the meeting to ensure that the proxy is aware of the owner’s wishes and directions on how to vote.
Please note that if you check the third box and want to provide instructions on how to vote on a specific topic, you must fill out the proxy form electronically. This is because the form is dynamic and expands depending on the selections that you make. If you print out the form without filling it out electronically, you will not see all of the fields you are required to fill out.
Sample Proxy forms
The CAO has provided sample proxy forms for each type of proxy to help guide owners in completing their own proxy forms. The sample forms include detailed instructions on the right side which explain what information to put in each of the fields on the form.
What do I do with the filled-out proxy form?
Once you have finished filling out the proxy form, your first step is to print it out and sign it in all the required spots.
Next, you should check your condominium corporation’s by-laws to see if the proxy form is required to be given to your corporation at the meeting, or in advance. If you have questions about the proxy form collection process in your condominium, you may wish to speak to your condo board or manager for more information.
You can then do one of two things, depending on how your condominium corporation handles proxy forms:
- Give a copy of the proxy form to your proxy. Your proxy will bring it with them to the meeting as evidence that they are attending the meeting on your behalf and will give it to your condominium corporation at the meeting.
- Give a copy of the proxy form to your proxy and to your condominium corporation directly before the meeting. This way, your condominium corporation will have the proxy form in advance
What happens to proxy forms at the meeting and after the meeting has finished?
Your condominium corporation will collect all proxy forms at the meeting. After they are collected, your condominium corporation must keep the proxy forms as records of the corporation (as required by s. 55 (1) 10 of the Condominium Act, 1998).
Your condominium corporation must keep the proxy forms for at least 90 days from the date they receive them, whether submitted in advance or at the meeting.
- If all proxy forms are submitted at the meeting, then they must keep the proxy forms for at least 90 days from the date of the meeting.
- If all proxy forms are submitted in advance, then they only need to be kept for 90 days from the date they were submitted.
- If some proxy forms are submitted prior to the meeting and some are submitted at the meeting, then they must all be kept for 90 days after the meeting.
I am a condominium manager or board member and I want to fill out parts of the proxy form to help owners in my corporation – can I do this?
The CAO strongly recommends against distributing pre-populated proxy forms. This is because distributing pre-populated proxy forms often results in confusion and miscommunication, and forms may be filled out incorrectly as a result.
Additionally, for condominium managers, please note that section 53 of the Condominium Management Services Act, 2015 prohibits condo managers from soliciting proxy forms where the meeting relates to:
- Any matter directly related to the licensee, or
- The removal/election of board directors.
Please note, however, that distributing pre-populated proxy forms does not automatically amount to solicitation under the CMSA. For more information about solicitation of proxy forms, please contact the Condominium Management Regulatory Authority of Ontario by email at email@example.com.
If an owner in your condominium corporation has questions about how to fill out the proxy form, please tell them to review this information or contact the CAO directly for assistance.
I am a condominium owner and I received a pre-populated proxy form – what should I do?
The CAO recommends that you review at the sample proxy forms included above to ensure that you are filling the form out properly. The pre-population of forms can sometimes lead to confusion, and so the CAO recommends that owners fill out the forms themselves. You can find a blank proxy form on our website here.
One common issue caused by the pre-population of proxy forms relates to the list of candidates for election to the board. Condominium managers and board members often populate the list of candidates with the names of the individuals who have nominated themselves, and owners typically assign an order of preference to the candidates listed.
Unfortunately, this can sometimes lead to votes being cast unintentionally. For example, if you receive a form that has a candidate listed for whom you do not want to vote, you should cross their name out.
Again, if you are filling out a proxy form yourself and want to know what items are being voted on and which individuals are up for election, you should review the notice of meeting that you received, which should contain this information. If you did not receive a Notice of Meeting, you should speak to your board of directors or condominium manager.