Members of the Carleton University Students’ Association (CUSA) council are raising concerns about the governance and transparency of the association’s board of directors.
These concerns were outlined in a petition signed by current and incoming councillors, which was sent to the board on March 11. The petition requested a special council meeting to be held for CUSA council to “discuss and act on these issues.”
The Charlatan obtained a copy of this document, the validity of which was verified by three separate CUSA councillors. The three councillors have asked not to be named because they desire privacy and fear professional repercussions.
The petition outlines concerns such as the exclusion of some vice-presidents from board meetings, the fact that the board’s meeting minutes are not at all publicly available and a lack of communication between the board and CUSA councillors and staff members.
“Attempts at remediation have been ignored by the Board,” the petition reads, requesting a special council meeting “be held at the earliest time.”
“Council believes their duty to the student body extends to ensuring that CUSA has a viable infrastructure, and that there is an avenue of accountability and communication, and that the decision-making process is not monopolized,” the petition reads.
According to section 6.5 of CUSA’s bylaws, “Only the Board may call a Special Members’ Meeting.” However, section 6.6 states that the board will convene such a meeting “on written request of not less than fifteen percent (15%) of the Members … within twenty-one (21) days from the date of the deposit of the request.”
The number of signatures on the petition did meet the 15 per cent requirement, according to engineering and design councillor Dana Sayed Ahmed.
In an April 4 email to the Charlatan, board chairperson Noah Goodgie said CUSA council “always has the opportunity to ask questions of the board at council [meetings], seeing as a few members are always present.”
Council’s concerns
The petition originated following concerns expressed by councillors and CUSA staff members with the board’s operation, according to two councillors who spoke to the Charlatan.
CUSA’s board is responsible for the “long-term financial, legal, and reputational position of the corporation,” according to the board’s terms of reference. Its role is to manage resource allocation, business operations and provide “oversight and accountability for the organization.”
The councillors told the Charlatan that CUSA staff have expressed concerns over their job security and the board making decisions without extensive consultation. Anonymous testimonials, received in a survey sent to CUSA staff and linked to the petition, corroborate these concerns.
In his April 4 email, Goodgie said that none of CUSA’s cuts to expenditures or structural changes have been done “blindly or with ill intent,” and the association has “made it a point to retain all staff.”
“All staff who have departed from CUSA left of their own volition, apart from one individual. All the drastic financial changes were made to shelter our staff and avoid disturbances to their employment,” the email reads.
Sayed Ahmed said the board accepted the request to hold a special meeting, but not in time for it to be held before this year’s council was scheduled to last convene at its annual members’ meeting on March 31.
A special meeting would have allowed councillors to speak openly about these issues, according to a CUSA councillor. She asked not to be named because she fears professional repercussions, and will be referred to as Coun. A.
A special meeting would have also allowed councillors to determine next steps, she said, whether that be motioning for minutes to be made public or even appointing new directors to the board.
Sayed Ahmed said the request was accepted on March 21, which did not leave enough time to call the meeting before the association’s third scheduled annual members’ meeting, after which the outgoing CUSA council was supposed to dissolve.
According to section 6.7 of CUSA’s bylaws, the board must give “not less than ten” days’ notice prior to any council meeting.
“That was intentional … so we wouldn’t call the meeting,” Sayed Ahmed said.
In his April 4 email, Goodgie said that “While there was a delay, the intention was not to delay,” and that he ensured the motion calling a special council meeting was signed within 21 days of the request, as per CUSA policy.
It is unclear why the meeting was not held prior to the scheduled dissolution of council.
Since council’s March 31 annual members meeting ended unexpectedly following a councillor walkout, the association will need to host another meeting to pass its 2025-2026 budget and dissolve this year’s council. However, the content of that meeting’s agenda is up to the board.
According to section 6.3 of the association’s bylaws, voting members of CUSA council “have a right to submit proposals to be added to the agenda.”
Those proposals must be given to the board “prior to the giving of notice of the Annual Members’ Meeting” and “No other item of business shall be included on the agenda,” according to the policy.
When asked if council’s request to discuss these issues would be included in the next meeting’s agenda, Goodgie said the agenda is “already made, and after it is ratified by council, we cannot change it.” He did not specify whether the discussion of council’s concerns with the board was on that agenda.
‘Swayed’ governance and decision-making
The board’s governance and decision-making practices have lacked transparency and consultation, according to the petition, Sayed Ahmed and Coun. A.
The petition describes a board meeting on March 1 in which the vice-presidents in attendance were told to leave. Only vice-president (finance) Samuel Easby was allowed to return.
In his April 4 email, Goodgie said he would not provide answers as to why vice-presidents were asked to leave the meeting “as the discussions were of a confidential nature.”
In an April 9 email statement to the Charlatan, CUSA president Sarah El Fitori said the board was receiving legal counsel, which is why the vice-presidents were asked to leave. Easby was later allowed to return because the vice-president (finance) sits on the board as a “non-voting resource member,” El Fitori added.
According to the petition and councillors who spoke to the Charlatan, excluding vice-presidents from meetings creates limited consultation and biased decision-making within the board.
“This is one of the many examples that show a pattern of bias in decision-making, including but not limited to unjustified banning of attendance from executives, which violates the precedence of past years,” the petition reads.
While vice-presidents are not official members of the board, their removal goes against the precedent of including them in board discussions for consultation purposes, according to Sayed Ahmed and Coun. A.
As of March 1, vice-presidents are “not allowed to be in [board meetings] anymore unless they have express permission from the president, which has not been the precedent for the last couple of years,” Coun. A said.
“Why can’t the [vice-presidents] be in there if they serve in an advisory role?”
In her April 9 statement, El Fitori said vice-presidents don’t need her permission to attend board meetings. However, she added, board meetings are not public and it isn’t “proper practice” to include external parties for entire meetings “unless they ask to be invited for a specific reason or they are asked to come by a director.”
“The precedent since democratic reform has the Directors and President in attendance, with occasional staff invited to meetings as needed,” El Fitori said.
Coun. A said the removal of the vice-presidents as consulting members has raised concerns about biased governance practices on the board.
In particular, she said Goodgie and CUSA president Sarah El Fitori “have kind of been swinging the votes and kind of trying to push their own agenda” at board meetings.
Sayed Ahmed also said the board’s governance practices lack transparency.
“They have shown on multiple occasions that they are very much swayed and biased,” she said, pointing to the vice-presidents’ removal as an example.
When asked to comment on these concerns, Goodgie did not provide an answer.
In her April 9 statement, El Fitori said every board needs time to speak “to legal counsel or among directors only.”
“I do not see how asking non-voting members, who have nothing to do with the operations of the organization, to leave during a private session of the board [shows] a pattern of bias in decision making?” El Fitori wrote.
“I do not have any agenda outside of the operational corrections the organization requires,” she said, “which are all decisions that the board has agreed with and steps that will make our organization stronger and more fiscally responsible.”
According to section 4(a) of the board’s rules of procedure, board meetings “are open to all members of the University community, in their entirety,” unless otherwise noted. Under that section, the chairperson of the board may require attendees to leave if their conduct disrupts the meeting.
In an April 4 email to the Charlatan, Easby confirmed he was asked to leave the March 1 board meeting and later asked to return to answer finance-related questions.
He added there has been a subsequent board meeting where he was “personally named” to be excluded from the meeting for about 15 minutes. He said he was then kept in a Zoom waiting room for more than four hours without “a single courtesy update,” even after asking for one around 90 minutes in.
Goodgie did not reply to a follow-up email requesting a comment on Easby’s experience in the subsequent board meeting.
Easby said that “By limiting the [executives’] ability to speak directly to the board, it increases the risk of misinformation and could turn meetings into a game of telephone.
“It could hypothetically cause … a lack of diverse viewpoints on the internal happenings of the organization,” he wrote. “It could hypothetically create a situation in which executives within the organization lack direct trust through communication with the board.”
In his April 4 email, Goodgie said the board has received advice from a lawyer indicating that members of the public do not have the right to be present at board meetings. He cited that advice in his email.
“Only the Directors have the right to be privy to the discussions and decisions that occur at a Board meeting,” reads the statement included in Goodgie’s email. “Therefore, by extension, only the Directors have the right to be present at a Board meeting.”
In her April 9 email, El Fitori said “external influence and bias from members without fiduciary responsibility could negatively impact decision making and ignore the board’s core responsibilities.”
“All decisions at the board level are made after research, discussion, and raising any necessary questions,” she wrote. “To say that the board makes decisions without any advisory guidance is false.”
El Fitori said during the board’s decision-making processes, it consults with vice-presidents through executive and committee meetings and one-on-one sessions. She said it also has “opportunities to gain insight” from staff and council.
Undisclosed meeting minutes
Another concern from the petition was the board’s nonobservance of its duty to make its meeting minutes publicly available.
According to sections 5(a) and (b) of the board’s rules of procedure, all public board meetings “shall be recorded on video and made available to the public upon request to CUSA” and public minutes “shall be recorded in writing.”
This year’s board meeting minutes are not posted on CUSA’s website, though the board minutes of the past three years are.
“This demonstrates the lack of transparency has undermined the integrity, inclusivity, and proper functioning of the student association,” the petition reads, “thereby violating its constitutional mandate to serve and represent all members fairly and equitably.”
Board meetings may be kept confidential, but only under specific circumstances, according to section 6(d) of the board’s rules of procedure. Those circumstances include instances where discussions contain information about any ongoing negotiations, litigation or situations disclosing the personal information of identifiable individuals.
The policy states that meetings can also be held in confidence if they contain “Any other information which, if disclosed, should compromise or adversely affect the Corporation.” However, it adds that the condition of confidentiality “should be used only sparingly, under unusual circumstances where the previously listed criteria for confidentiality do not apply.”
According to Coun. A, multiple councillors have requested to see the board’s meeting minutes, but have not received them.
“Typically, all these meeting minutes are supposed to be public,” she said. “It’s in our bylaws. It’s supposed to be public unless it’s a private and confidential meeting.
“A lot of people were concerned that the board was just not properly doing its job with full transparency.”
Sayed Ahmed also said the board’s meeting minutes have not been shared with her, despite repeated requests.
“I had been requesting them for months because the board keeps on making decisions that we don’t know anything about,” she said, citing the Haven closure as an example.
After council recommended the board pause converting the off-campus café to a rental space in November, Sayed Ahmed said the board “gave no explanation” as to why it didn’t abide by the recommendation, and the meeting minutes of the board’s discussion on the topic were not made public.
“This is in direct contradiction of our bylaws,” she said. “Obviously, there’s mistrust between council and the board because they keep on making decisions that are not transparent, that are not clear.”
According to a March 27 email sent to Sayed Ahmed and shared with the Charlatan, the board said a lawyer it consulted indicated that only directors have the right to access meeting minutes under Ontario’s Not-for-Profit Corporations Act.
“We have been informed at several junctions this year that the release [of Board meeting minutes] would be bad practice and an infringement of the law regarding non-profit boards,” the email reads.
“If only Directors have the right to ‘see’ (i.e., read about) discussions and decisions, then only Directors have the right to ‘hear’ these discussions and decisions.”
“Many organizations similar to ours have the misconception that Board meetings should be open because the Directors are similar to elected officials,” the email continues. However, “the Directors are not elected individuals with mandates that they must fulfill and report on to their constituents.”
In his April 4 email, Goodgie repeated these statements, attributing them to the advice of CUSA’s lawyers. According to Goodgie’s email, the lawyers advised that “to open up every Board meeting to the public will inevitably result in discussions being stifled and decisions being swayed by the outside presence, potentially causing harm to CUSA and violating the Directors’ fiduciary obligations to act in the best interest of CUSA.”
Goodgie did say that he admits being “at fault for not ensuring the change in [the board’s] practice was reflected as a change in [its] bylaws.”
‘Not being transparent’
The board is experiencing an overall lack of transparency and communication, according to Sayed Ahmed and Coun. A.
“I just don’t understand what is going on,” Sayed Ahmed said.
In his April 4 email, Goodgie said that when the board makes decisions that impact students, it presents those issues to council, the representatives of the student body. He pointed to CUSA’s operational report, town halls and tabling as efforts to “inform the student body of CUSA’s state.”
Coun. A said transparency issues are causing students to distrust the association. She pointed to the failure of CUSA’s referendum to increase the student levy fee as a manifestation of that distrust.
“Why would students really trust you if you’re not transparent?” she asked.
“A student union is supposed to help the students and that’s not happening,” she said. “They’re not being transparent.”
Featured graphic by Alisha Velji
