The Feds General Meeting last Tuesday was, some might say, rather “unique.” Besides the fact that it was really two general meetings rolled into one, there were many polarizing motions brought forward that seemed to literally split the room in two. The controversial nature of some of the motions prompted me to seek the opinions of both the Feds executives as well as the Engineering Society executives. I requested an interview with the President of Feds David Collins, but unfortunately he was not available for an interview. I was able to talk with Natasha Pozega, Feds VP Operations and Finance; David Birnbaum, President of the Engineering Society and Feds Board of Directors voting member; and Kevin McNamara, VP Finance of the Engineering Society.
The first of two general meetings was a continuation of the regularly scheduled March General Meeting. A successful motion in the March General Meeting adjourned the meeting only to have it resume July 16. The only thing left on the agenda was an amendment to the current bylaws, changing the composition of the Feds Board of Directors from “…four (4) Executive, five (5) Directors elected from the full members of the Students’ Council” to “..four (4) Executive, two (2) Councillors, and five (5) other full members of the Corporation.” This amendment was amended by both David Collins and Jesse McGinnis, with both amendments slightly changing the composition of the Board of Directors, and both amendments being struck down by the general meeting’s attendees. Natasha supported the idea of adding at-large students to the Board of Directors, stating that “having more opinions at the table, it’s better student representation.” David Birnbaum also supported adding elected students to the board and believes the Board is “too skewed towards the [Feds] executives having a lot of power…[and is] always in favour of more students being on the board.”
The current structure of Feds does not have the VPs reporting to the President, rather, all the VPs and President report to the Board of Directors. Many students, including Kevin, have expressed their concern about the VPs reporting to the same structure in which they are a significant voice. The two extra students on the Board have seemed to reduce that concern but some are still wary about how much power the VPs hold on the Board of Directors.
It was decided that the two additional Board of Directors members were not to be elected at the March General Meeting. Feds VP Education Adam Garcia made a statement citing advice from their lawyer to not proceed with an election during the meeting.
Over two hours past the start of the meeting, the assembly took a 15 minute break to eat ice cream and rest their placard arm.
The July General Meeting started with a unique discussion. It was the Chair’s understanding that the July General Meeting was a “special general meeting,” disallowing any motion to be presented at the meeting. The disagreement resulted in a vote to decide whether the meeting should be considered “special” or not. The assembly voted to consider the July General Meeting a regular meeting, therefore allowing motions.
With that, David Birnbaum presented a motion “to have Feds actively work towards the engineering faculty handling the Engineering Society’s fee and transfer.” When asked why he put the motion forward David explained that there have been problems with receiving fees from Feds in the past. “In the Society’s Agreement it outlines that there are four items we must submit in order to get our fees and every term they are asking for more and more items. We are generally compliant, we send them the additional items they request… I think it would give us more freedom.” According to David, the Society’s Agreement also contains many stipulations that could allow Feds from withholding fees from the Engineering Society. David highlights this “as a concern to the Engineering Society running… If we’re not able to have our fees, we’re not able to operate. We can’t just stand still.”
Kevin McNamara support the motion put forward by David Birnbaum. “..I think it’s a very positive motion from the engineering perspective,” noting that research will have to go into making sure changing the pay pipeline is something allowed at the university level. “I think it will be important that in moving forward with this idea that the Federation of Students is behind us. Without their cooperation it would probably be tough to do… It is my personal belief that, if we’re receiving the money through the Faculty of Engineering (which means through the Dean essentially), if the Dean goes to the University and says ‘we need to get this money sooner, we need to get this money now,’ she has a lot more pull at the university level than I believe anyone on Feds does… It will be easier for directors that are strapped for cash who aren’t able to fork out one hundred plus dollars in the first couple weeks of school, only to have to wait a month and a half to get their money back [because they have to cover their own expenses until the money comes through the current system], to be able to run the events that they want and be able to get involved in the [Engineering] Society.” Kevin also stated transparency concerns with Feds and believes the closer relationship with the Faculty of Engineering will open more options to the Engineering Society in terms of getting fees and take some responsibility off of Feds shoulders.
Natasha was unable to speak with David Birnbaum about his motion but was enthusiastic about “setting up a meeting with members of the Engineering Society, member of the Federation [of Students], people from the [University of Waterloo] Finance Department and from the Dean of Engineering’s office to discuss why the current system is in place and then find a process that works for the Engineering Society and helps the Engineering Society accomplish their goals.”
After listening to the three point of views it would seem that Feds and the Engineering Society are working towards a common goal. Both organizations realize that a review of the current system to distribute money between the University and the Engineering Society is needed. It has yet to be determined what is the best way. The current system may be the best option; hopefully Feds and the Engineering Society can work to resolve this point of tension between both parties.
Three hours after the scheduled start of the General Meeting, with only the Feds Executive reports left on the agenda, it seemed as if the evening was close to concluding. It was close to the ending, but not in the way many were expecting. After David Birnbaum’s motion was resolved another motion was tabled by Kevin McNamara, which incited an audible reaction from the assembly.
Kevin brought forward a controversial motion to remove Natasha Pozega, Devin Drury, Adam Garcia and Prashant Patel from the Board of Directors. It seemed that the motion was misinterpreted at the General Meeting, many people thinking that Kevin wanted to remove the aforementioned people from office rather than the Board of Directors. Soon after, Kevin brought forward the motion and Sean Hunt brought forward a motion of “the objection to consideration of the question,” which would mean Kevin’s motion could not be carried forward if it failed a 2/3 vote. The Feds lawyer was then contacted and presented a statement in front of the assembly, through the Chair, stating that “a motion of this nature cannot and will not be entertained at this meeting at this time,” and was then followed by a successful motion to adjourn the meeting. The Executive reports originally on the agenda were never presented at the meeting.
I asked Natasha if there was anything in her report that she wanted the student body to know. “The most important thing at this point would be that we are conducting a governance review, because clearly it is a concern. I do think good things will come from that and it’s very important that we have an external consultant do that.” Natasha added that major consideration will be put into students and staff feedback.
To explain what brought about Kevin’s motion requires information about the Board of Directors meeting held the day before the General Meeting on July 15. Kevin stated that he attended the General Meeting where the Board of Directors voted to approve the bylaw amendments. Both David and Kevin explained to me that any bylaw changes first need to be approved by the Board of Directors and then the Board needs to approve the inclusion of the bylaw changes in the General Meeting agenda. If the Board of Directors does not approve a bylaw, the Corporations Act does not allow it to be tabled at a General Meeting. Though the minutes of the Board of Directors meeting held on July 15 have not been published, Kevin states that “three board members voted in favour of allowing the bylaw changes; five voted against allowing them.” Those five members were those named above in the motion as well as the President, David Collins. It would seem that the members of the Board of Directors did not agree on whether the amendment should be approved or not. David Birnbaum declined to comment on his particular vote during the Board of Directors meeting, but stated “The Board as a whole decided to remove that item… The Board removed the bylaws, in my opinion, correctly from the agenda… The Board did not approve of the bylaws themself, therefore the motion has to be removed from the agenda.”
Natasha Pozega defended her decision on the Board. “Each Director made an informed decision based on the lawyer’s opinion… I did not approve the bylaws because the lawyers recommended it was removed… Feds is here to support students, but Feds is also a corporation,” said Pozega. “In order to support students we do have to make sure that the corporation follows the law and is viable and can continue to support students.”
On July 16, Feds posted a news feed item entitled “Update: Changes made to General Meeting Agenda”, stating “Previously, it was indicated on the agenda that Paragraph V. C. entitled “Proposals” with the first line, ‘The Board shall include proposals submitted by voting members in the second notice of a meeting in accordance with the Act,’ would be included… Such a proposal is only provided for by the proposed Not-for-Profit Corporations Act, which has not yet been proclaimed in force. The Federation By-Laws were redrafted this year, partly in anticipation of the new Not-for-Profit Corporations Act coming into force. The By-Laws provide that references to the Act are to whichever Act is applicable at the time. That means that Paragraph V. C. of the By-Laws must be interpreted in accordance with the legislation that is now in force.” From the wording above, it’s hard to determine exactly why the amendment was disapproved. Was it removed because the July General Meeting was initially considered a “Special General Meeting?”
Kevin’s impression from attending the Board of Directors meeting was “there was no concrete reasoning behind ‘we have to 100% remove [the amendment] from the agenda… they cited legal reasons and from what I could interpret from it was that they were worried about not having provided enough notice of the bylaw changes to allow them to be talked about and voted on at the meeting.” I have contacted Feds to clarify the advice from the lawyer, as of the evening of Monday, July 22, I have yet to hear back from them. Nevertheless, many people’s concerns about the transparency of Feds seem to be legitimate concerns since I needed to make direct inquires to get a full statement from Feds, rather than an explanation being posted on their website.
Kevin was disappointed that he was unable to speak to his motion at the General Meeting. He clarified the spirit of the motion, explaining that “in my opinion, and the opinion of others, to remove an item from the agenda that so greatly benefits so many students the day before the meeting, it looks bad of the Board of Directors and I feel that the Board of Directors had ample opportunity between when the bylaw was brought forward and meeting to vote on it, to decide if it was going to be allowed… I feel like delaying it to the day before [the General Meeting] was not a good move on their part in supporting their members, empowering their members, representing their members… To do what they did looks very bad on the organization.” Kevin later pointed out that “there was no distinct [statement] from the lawyer” presented at the Board meeting.
Some might consider Kevin’s motion an overreaction to the decision of the Board of Directors. Is it necessary to remove the members of the Board because of how they dealt with this situation? I think some might have considered a motion to censure the members of the Board a more appropriate measure. Other people were taken aback by the abruptness of Kevin’s motion, calling a “surprise” motion at a General Meeting inappropriate. Regardless, a clear message has been sent to the Board of Directors and Feds that students on campus are not content with how they are operating and conducting themselves. I would encourage anyone displeased with Feds or the Board of Director to contact them. Their contact information can be found at feds.ca/govstaff-section/all-staff.
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