Jack Fisher, former president of the University of Guelph’s student union, questioned on Thursday the legality of IGNITE’s statement banning students from attending Board of Directors meetings without special permission from its executive director, telling The Avro Post that provincial law does not explicitly ban members from forming a gallery at a Board gathering.
Citing provincial law, the student union on Wednesday said that students were no longer allowed inside the Board meetings, where decisions are made related to IGNITE’s usually $11 million budget. The directors are elected and paid for by students at Humber College and the University of Guelph-Humber.
“There is no part of the Ontario Corporations Act that says, in any way that ‘only the directors’ have the ‘right to attend meetings’, Fisher said. He added: “This could be something from IGNITE’s own bylaws that were amended post-conception — as most corporations do, but citing the OCA in this way does not look to be a fact.”
The act also specifies that public meeting minutes must be made accessible to all members, unless the Board of Directors have voted to hold all meetings in-camera. This type of move could not have been made by the Board in a formal vote as there has been no meetings since Aug. 14, the last known date when the website still encourages students to come have “open and honest conversation”.
It was this Ontario Corporations Act that IGNITE cited when they published a memo online saying that students would only have access to the meetings with approval from Ercole Perrone, the top staff member at the student union. The note also states that past meeting minutes would only be available if an interested party contacted Perrone, in direct contradiction with the OCA, which states that public minutes must be available to members.
While the OCA does outline specific rules pertaining to members meetings, such as annual general meetings and additional “general member” gatherings, it does not detail specifics about how board of directors meetings are run. It only covers director responsibility, election, removal, and general business.
IGNITE is considered a non-share corporation under provincial law. Fisher told The Avro Post that, unless otherwise specified, there can be unlimited members of such a corporation. The current constitution of IGNITE defines all members as full-time students who have paid their activity fees as members, which poses a contention because that fee no longer exists as it has now been split up due to the Student Choice Initiative.
Technically , IGNITE is operating with a faulty constitution which is likely to change via a ratification process at the Special Meeting of the Members. All signs point to that October meeting only being open to those students that stayed opted in to either all the IGNITE fees or at least the governance fee.
When IGNITE argues that only the Board Directors “have a right” to attend the meetings, Fisher questions the legal argument they put forward.
“Is the board the only certified membership?” Fisher asked, answering his own question with a “no”.
“IGNITE holds a Certified Meeting of Members and and Annual General Meeting. Hosting a CMOM and allowing the student vote implies that anyone eligible to attend would be a member,” he continued. Essentially, students qualified to go to the Special Meeting taking place in October are also qualified to attend the Board meetings, according to how the law is laid out.
A non-share corporation such as IGNITE is beholden to a board of directors in line with other publicly registered corporations in the province and boards do not by nature or explicitly deny the presence of “members”, of which all full-time students are according to the constitution, Fisher explained.
“It is my belief that they have a responsibility to the student body to be transparent with their fiduciary duty. Even though the students vote on the decisions of the board once a year,” the former CSA president told The Post.
“There is nothing that prevents a silent gallery from existing at a board of directors meeting.”
Despite the fact that a board of directors could vote to go private, or “in-camera”, with their meetings, Fisher told The Post that as a former president he finds it contradictory to a student union’s purpose.
“Student associations like IGNITE have a responsibility to the students they represent to be transparent with their decisions, especially, not excepting, when those decisions pertain to student fees,” he explained.
“While it’s a tough time right now with the Student Choice Initiative, it would be best practice to begin new habits of transparency and communication rather than shutting down student attempts to engage.”
Jack Fisher was the Central Student Association president for the 2018-2019 academic year. Now graduated, he is continuing his studies as a post-graduate at Sheridan for journalism.