PCLS had its Annual General Meeting (AGM) on November 17, 2014. This is our reportback from that meeting.
At the meeting, PCLS members elected the following four member-nominated candidates to the PCLS Board:
- beth long
- Gita Madan
- Joanna Mullen
- Diane Rajaram
Meanwhile, the PCLS Board (effectively) appointed the following three Board-nominated candidates to the PCLS Board:
- Noah Aiken-Klar
- David Gellman
- Mercedes Perez
Background
As we previously reported, PCLS initially sought to hold an Annual General Meeting (AGM) on October 29, 2014. However, PCLS members noted there was a lack of proper notice for this October meeting. Those members who were able to attend the Oct 29 meeting moved to add four member-nominated candidates to the Board. The meeting concluded with the PCLS Board announcing it was re-scheduling the AGM to November 17, 2014.
Official notice was sent out for the November meeting. Concerned Parkdale also flyered in the area to encourage a mix of people to attend. There was a turn-out of approximately 80 people.
The November AGM did not feel community-oriented. For instance, breaking with PCLS tradition, there was neither food nor translators at the event. This posed a barrier to low-income and non-English speaking members, who comprise the vast majority of PCLS users.
The meeting also opened with a lengthy warning from the Board to be civil or they would conclude the meeting. Given the Board’s dismissive response to PCLS members’ concerns during the last meeting, it seemed that the Board wanted to encourage a chilling effect on the night’s conversations.
This impression was furthered by the fact that the PCLS Board was joined by lawyers whom the PCLS Clinic Director, Nancy Henderson, had retained. At the PCLS Board presenters’ table sat Desiree Warner (Board Chair), Andrea Margles (Board member), and two lawyers from a downtown corporate law firm, Hansell LLP: Brian Calalang and Frédéric Duguay. A third Hansell lawyer attended the AGM, but did not sit at the presenters table: Karl Bjurström. PCLS members were informed that the Hansell LLP would be providing the Board with advice throughout the night on corporate law and interpretation of the PCLS Bylaws.
Election of New PCLS Board
After the approval of the 2013 AGM minutes and financial statements, Desiree Warner opened the election of the seven open seats on the Board.
PCLS members were given two separate voting cards:
- the first contained the names of three Board-approved candidates; and
- the second contained the names of six member-nominated candidates.
(We note that in October, the three people the Board nominated to the Board were Noah Aiken-Klar, Namgyal Dolker, Mercedes Perez. By November, that list had changed to Noah Aiken-Klar, David Gellman, and Mercedes Perez.)
Members were instructed to first vote on the Board-approved nominees. Desiree Warner stated that each Board-approved candidate needed only one vote to be successfully elected.
A long discussion ensued between members and Desiree Warner about election structure and procedure. As Chair, Desiree Warner pronounced all member motions out of order.
The lawyers from Hansell were then invited to speak by Desiree Warner. The Hansell lawyers asserted that the Chair was correct in stating that:
- only one vote was required to successfully elect a Board member;
- voting was on a ‘yes’ or ‘abstain’ basis (i.e. no ‘no’ option); and
- the Board-approved candidates were to be voted in first, followed by the member-nominated candidates.
The Hansell lawyers relied on the voting provisions in the PCLS Bylaws and election procedure under Ontario’s Corporations Act. Many members disagreed with the Hansell lawyers’ interpretation.
Despite opposition from PCLS members, the Board ‘elected’ in all three of its nominees, namely:
- Noah Aiken-Klar
- David Gellman; and
- Mercedes Perez.
This left only four seats on the Board for the six member-nominated candidates, namely: beth long, Gita Madan, Joanna Mullen, Dave Nisker, Diane Rajaram, and Oriel Varga.
All six candidates spoke. It was a tough choice for all, but the following four member-nominated candidates were successfully elected to the Board:
- beth long
- Gita Madan
- Joanna Mullen
- Diane Rajaram
Going Forward
The Board’s insistence on using a sequential voting process (i.e. first the Board-approved candidates, followed by the member-nominated candidates) is very concerning, because it demonstrates a refusal by the Board to meaningfully listen to, engage with, or remain accountable to PCLS members and users.
Despite those structural challenges, PCLS members were able to ensure that several excellent PCLS community members and supporters were able to join the Board. And so, Concerned Parkdale is excited about these new Board members. We are hopeful that this new Board will spark new collaborations and positive changes.
Moreover, the new Board has until February 2015 to decide whether or not to endorse the GTA Legal Clinic’s Transformation Project Vision Report. We look forward to working with the Board over the coming months to ensure strong community involvement in the process. We wish all the new Board members the best during their 2-year tenure as PCLS Directors.