2025 AGM Vote Calculation Errors and Next Steps

During and after the AGM, there were some questions and concerns raised by members about the tabulation of the votes. As a result, Vancity staff began an investigation.
Our investigation determined that there were errors in the tabulation of the votes at the AGM.
Vancity retained MNP to undertake an independent audit to validate the corrected voting results. Read the full MNP audit report with vote breakdown of the results of each vote.

Vancity retained MNP to undertake an independent audit to validate the voting results. Read the full MNP audit report with vote breakdown of the results of each vote.
The audit’s scope of work, as outlined in the report, included:
- Obtain an understanding of the AGM voting rules and motions;
- Review voting data obtained by Vancity from the two contracted service providers;
- Conduct interviews with the two contracted service providers, the AGM parliamentarian, and Vancity personnel, as required;
- Tabulate each motion’s voting results based on the data provided.
The audited vote results confirmed that all ten motions at the AGM should have passed—including the three motions on the recommendations from the Directors’ Remuneration Committee, that were declared to have failed during the AGM.

The AGM Standing Rules indicate that the AGM will be run in accordance with the legislation, the Vancity Rules and Robert’s Rules of Order Newly Revised (RONR) 12th Ed.
Pursuant to both the legislation and the Vancity Rules, a resolution may be passed at a general meeting with “a simple majority of the votes cast by the Members entitled to vote”( ie. More than 50% of votes cast)
The RONR 12th Edition indicates that: “In the usual situation, where the rules require either a ‘majority vote’ or a ‘two-thirds vote,’ abstentions have absolutely no effect on the outcome of the vote ... an abstention is not a vote and is not counted as a vote. [RONR (12th ed.) 44:1, 44:3, 44:9(a); see also p. 66 of RONR In Brief.]”

There were two errors that affected vote calculation and voting results.
- First, ‘withheld’ votes were included in the calculation, when only votes ‘for’ and ‘against’ should have been counted.
- For all votes, members were given the option of indicating ‘For’, ‘Against’ or ‘Withheld’ on each motion through either online voting or handheld clickers. The Chair stated—and it was reflected on the slides displayed—that “If you wish to abstain – as in not vote – press ‘Withheld’”.
- As per the AGM Standing Rules outlined above, only the votes ‘For’ and ‘Against’ each motion should have been used to determine the total number of “votes cast” and, ultimately whether each motion passed or failed.
Second, a number which was intended to represent the number of members participating at the AGM was used to calculate the total number of members voting for all resolutions, rather than the actual number of people voting for each resolution, which incorrectly affected the percentage of each vote result.
- A number which was intended to represent the number of members participating at the AGM was used as the denominator to determine the percentages of votes cast, rather than the actual total number of votes cast ‘For’ and ‘Against’ each motion.

All ten motions were affected by the errors in the tabulation of the votes.
However, the errors only impacted the outcome (pass/fail) of three of the motions.
Specifically, all three director remuneration motions, which were declared as failed during the meeting, should have passed based on corrected voting data.

The internal investigation and independent audit confirmed that all ten motions, including the three motions on recommendations from the Directors’ Remuneration Committee, should have passed.
The three motions were as follows:
- Motion one: Should the increase in retainer amounts for all Board and Committee roles of 2.5 percent each Board year from 2025 to 2027 (rounded to the nearest dollar), be approved?
- Motion two: Should the addition of a Board Vice Chair retainer equal to the Committee Chair retainer as presented in the AGM package be approved?
- Motion three: Should the meeting and preparation fees for the Ad Hoc Committee members (including the Chair), as presented in the AGM package, be approved?

Vancity’s Board of Directors and senior management considered options for next steps.
Vancity will engage the membership by bringing forward a motion at next year’s AGM to request that members ratify the corrected results of all the motions from the 2025 AGM.
Vancity has completed an internal review including discussions with our external vendors and internal teams, determined the cause of the errors, and rectified our processes and procedures for the future.

No - Vancity will engage the membership by bringing forward a motion to next year’s AGM to request that members ratify the corrected results of all of the motions from the 2025 AGM, including the three motions with recommendations from the Directors’ Remuneration Committee.
If that motion is approved, action would then be taken to implement the recommendations.

Vancity 2025 AGM vote calculation errors and next steps.