The outside chair
By Bruce D. Woodrow
Sunday, July 21, 2002
General meetings are often controversial. The issue might be an eviction appeal or a requisition to remove the board. It can be difficult for the president (or any director) to chair such a meeting with complete impartiality. More and more co-operatives are routinely arranging for an “outside” person to chair such meetings. (This is a valuable and free service for member co-operatives of the Co-operative Housing Federation of Toronto. Check with your local federation.)
Is an “outside” chair legal?
Subsection 75(1)(d) of the Co-operative Corporations Act provides that a general meeting shall be chaired by the president or vice-president or, if neither is present, by a member selected by the general meeting. Although this provision is subject to the by-laws, most co-operatives have an Organizational By-law that says the same thing.
Therefore, it would appear that a co-operative cannot use an outside chair, since the chair will not be a member.
However, sometimes necessity or common sense prevails, despite the rules.
In one of the earliest eviction cases, the couple being evicted challenged the decision of the president to step down from the chair and allow a non-member to chair the general meeting. The outside chair was approved by the meeting.
Mr. Justice Conant stated in his reasons that
It was pointed out that the chairman of DACHI stepped down from the chair at the meeting although under the Co-operative Corporations Act, 1973, s. 75(1)(d), the president shall be chairman of all membership meetings. I find this shall not invalidate the meeting, in fact, I consider it a wise move by the chairman. Obviously, there were strong feelings current in the membership, for and against the tenants, and a non-member was invited to take the chair. This was agreed by vote of the membership at the meeting for the purpose of the discussion and vote upon the termination of the tenancy of the Lees.
Co-operatives may want to amend their Organizational By-laws to explicitly allow a general meeting to be chaired by any person approved by the meeting. In the meantime, if the general meeting approves, an outside person may chair the meeting.
The complete decision of Mr. Justice Conant can be found at: Re Don Area Co-operative Homes and Lee et al. (1979), 26 O.R. (2d) 40.
