Open Letter to PCLS Board Re 2015 AGM

Dear Parkdale Community Legal Services (PCLS) Board:

We understand that PCLS will be holding this year’s Annual General Meeting on Wednesday, June 24, 2015 (a copy of the notice to members is available here). We write to raise three concerns regarding the AGM:

1. The AGM structure blocks community-nominated members from joining the board.
2. PCLS is not advising its clients of how to become PCLS members.
3. The AGM should address recent budgetary issues regarding litigation fees and staff turnover.

We explain our concerns in more detail below.

1. The structure you have proposed for the AGM prohibits Parkdale community members from joining the board.

As indicated in the notice, there is only one vacancy on the Board and the Board intends to present a recommended candidate for election. The notice states that this Board-nominated candidate is “to be presented to the members of the Annual General Meeting before any other nominations and is elected by a positive vote for the motion.”

Therefore, not only will the Board’s slate be presented first, but, as the Board stated at last year’s AGM (see one community member’s account of the 2014 AGM here), that member will be elected so long as they receive a single vote.

In other words, there is only one vacancy on the PCLS Board and it will be filled by the Board-nominated candidate. Even though PCLS members are empowered to present their own candidates, the structure you have proposed would mean that by the time a member-nominee is considered at the AGM, the one vacancy on the Board will have already been filled by the Board-nominee.

In both process and result, this proposed system is unfair. Based on the notice, members may invest time and energy into running for the Board and completing the procedural requirements for candidacy. Yet the reality is that no community-nominated member can in fact be elected to the Board. The proposed system wholly blocks community-nominated members from joining the Board.

Importantly, the letter implies that this nomination system is set out “according to the Bylaws of Parkdale Community Legal Services.” Yet there are no provisions in the PCLS Bylaws (available here) for differentiated voting between Board and member nominees.

In fact, we would like to remind the Board that section 19 of the Bylaws provides that the Membership Committee “will develop a recommended slate of candidates for presentation” at the AGM (emphasis added). We do not believe that the “positive vote” system outlined in the Board’s letter reflects the intention of the Bylaws that the Board’s slate be a recommendation (rather than a direction) to voting members in their choice between all nominees.

As a result, there are serious issues with (i) the fact that the Board’s motion occurs before member nominations and (ii) the fact that  Board-nominations require a single vote and member-nominations require elections.

Together, this system prevents community membership in the Board, and thus disregards the intentions and goals of the PCLS Bylaws.This raises a number of serious questions:

1. Who is on the Membership Committee, which the notice states has been tasked with selecting new Board Members? Does this Committee reflect Parkdale’s low-income and racialised demographics? Is this Committee recruiting Board Members who reflect Parkdale’s low-income and racialised demographics?
2. What measures is the Board taking to fulfil section 15 of the PCLS Bylaws, which provides that Board Members “shall reflect the diversity which characterizes the neighbourhoods of Parkdale and Swansea Mews”?
3. When closing files, PCLS students are instructed to note in their closing records whether clients would be a good match for PCLS Board membership. Who is collecting this information, and what is being done with it? Does PCLS invite those clients to join the Board?

2. PCLS is not advising its clients on how to become PCLS members.

We understand that PCLS has not been advising clients — whether new, recurring, or ongoing — of the processes by which they may become members of PCLS. We ask that this be rectified immediately. A yearly notice to existing members is insufficient for ensuring PCLS, in its membership and its operations, reflects the demographics and the needs of the Parkdale neighbourhood.

The apparent failure to recruit new member violates the Bylaws. Section 51 of the PCLS Bylaws provide for the establishment of a Membership and Community Participation Committee, which is meant “to communicate with the residents of the corporation’s service area about the corporation, to recruit members, to serve as a nominating committee for board elections and board committees.”

In light of this disjuncture, we ask:

1. What actions has this Committee taken over the past 12 months to increase community and client membership, and to communicate regularly and transparently with Parkdale residents about changes and activities at PCLS?

3. The proposed AGM would not appear to address critical budgetary issues.

In 2014, the Board hired lawyers from Hansell LLP to represent them in their interactions with community.  Hansell lawyers Brian Calalang, Frédéric Duguay, and Karl Bjurström attended the contested AGM of November 17, 2014.

The last year also also saw significant staff changes at the clinic: we understand that PCLS ended the employment of two full-time staff members in 2014.

These matters raises crucial budgetary issues:

1. How much did it cost to retain Hansell LLP? Out of which budget were the Hansell LLP lawyers paid?
2. Whose decision was it to retain Hansell LLP and why?
3. Is Hansell LLP still retained? If so, for what purpose?
4. Has PCLS ever retained lawyers in the past? If so, for what purpose?
5. How much did ending the contracts of the two staff members cost (including any severance/notice, litigation, or other fees)? Does PCLS intend to replace these positions?  If so, how, when, and with whom?

If an answer to these questions is not possible in advance of the AGM, please confirm that they will be addressed at the AGM itself.

Sincerely,
Concerned Parkdale