Two proxies arrived for the same shares in a Markham family company

The situation

Phuong found the second envelope on a Tuesday, three days before the company's annual meeting, sitting in the same stack of mail as the first one had arrived in the week before. Both were proxy forms. Both instructed the trustee to vote the same eighty shares a particular way on the same resolution. Only the signatures were different. Phuong read the second form twice, checked the share count against the first, and then set both on the desk side by side, because seeing them together made the problem impossible to ignore.

Phuong had kept the books for the business since it ran out of a rented commercial kitchen, back when it was little more than a weekend catering side job for a handful of family gatherings. Over six years it had grown into something real, a company doing roughly one hundred thousand dollars a year supplying prepared food to offices and events around the region, with two part-time cooks and a delivery contract Phuong had helped negotiate. The company's shares were not held by any one person. They sat inside a family trust set up years earlier for the benefit of two cousins, Hagop and Thao, who were children when the trust was written and adults now, each with their own ideas about what the business should do next.

As Phuong understood it, the trust deed said the trustee would vote the shares as directed by 'the beneficiaries,' plural, without saying what happened when the beneficiaries disagreed. It had never mattered while the business was small. It mattered now, because the resolution on the table asked shareholders to approve taking on a modest loan to buy a second delivery van and hire a third cook, a decision Hagop, now a college student helping run deliveries between semesters, supported and Thao did not.

What made it worse was that this was not the first time the two proxies had collided. A similar standoff had come up two years earlier over a smaller matter, and an older relative had talked the cousins into a handshake arrangement rather than a proper amendment to the trust. Nobody had written down what was agreed. Phuong, who had been in the room for that conversation and remembered it differently than either cousin now described it, was the one who called our office, because she was the one who had to certify the meeting could go ahead and did not think, honestly, that it could. She had watched the business grow from a folding table at family parties into something with a delivery schedule and payroll, and she was not willing to certify a meeting on paperwork she already knew was broken, whatever the family pressure to just get through it.

What the review found

The first step was reading the trust deed the way it was actually written, not the way anyone remembered it. It named a single trustee, a family friend who had since stepped back from day-to-day involvement, and gave that trustee discretion to vote the shares 'having regard to the wishes of the beneficiaries' once they reached the age of majority. It did not say the beneficiaries had to agree. It did not say what happened if they did not. The drafting had simply never anticipated two adult cousins with opposing views on the same resolution, because when it was written neither cousin had reached that age.

The 'settlement' from two years earlier turned out to be exactly as thin as Phuong remembered. There was no signed document, only an email from the older relative summarizing what he thought the cousins had agreed to, sent to neither cousin directly and never confirmed by either of them. It described a rough understanding that Hagop would take the lead on operational decisions and Thao on financial ones, but the resolution in front of the company now was both, a financial decision with direct operational consequences, and the informal line the family had drawn simply did not run through it.

The corporate records added a second problem layered on top of the first. The company's minute book had gaps from the years the business was informal, and there was no clear record of when the trust's shareholding had actually been finalized or what class of shares it held relative to a small number of shares Phuong herself held personally, issued early on as thanks for unpaid work she had put in before the company could afford to pay her properly. Untangling who could vote what, and on whose instruction, required going back through six years of records that had never been built to answer this question.

What the review found, in short, was not a villain on either side. It was a trust document that had been written for children who had grown into adults with real disagreements, a settlement that had never actually settled anything in writing, and a bookkeeping history that made even the basic facts of who owned what harder to pin down than they should have been. It was also, quietly, a warning sign for how the next disagreement would go if nothing changed. With the trust document silent on what happened when the beneficiaries disagreed, every future decision that split the cousins would land in the same unresolved gap, meaning this meeting was not really about one loan and one van. It was about whether the family was going to keep having this exact fight, in slightly different clothes, every time a real decision came up.

What we did

1. Requested a short adjournment of the meeting rather than letting it proceed with two conflicting proxies on the table, because voting on a defective instruction would have created a resolution either cousin could challenge later, turning one dispute into two and leaving the loan approval itself vulnerable to a future claim that the vote had never been valid. The adjournment bought a few weeks to sort out the real question, and it signalled to both cousins that the process was going to be handled properly this time.
2. Reconstructed the share register and minute book from six years of informal records, bank documents, and the original trust paperwork, so that everyone was arguing from the same set of facts about what the trust held, what Phuong held personally, and when each had been issued. This step alone resolved several smaller disagreements that had been feeding the bigger one, because more than one argument in the family turned out to rest on a misremembered fact rather than a real disagreement about what should happen next.
3. Reviewed the trust deed for what it actually authorized the trustee to do, distinct from what the family believed it said, and confirmed in writing to the trustee that the deed gave discretion but no binding tie-breaking mechanism between the cousins, which meant the trustee could not simply pick a side without exposure to a later claim from whichever cousin lost out.
4. Met separately with each cousin to understand what each actually wanted from the company going forward, since the fight over this one resolution was standing in for a longer disagreement about the pace and direction of the business that neither had said out loud to the other, and hearing each side privately surfaced concerns that would never have come out in a joint conversation.
5. Drafted a proposed voting protocol dividing future decisions into categories, day-to-day operational matters, capital and financing decisions, and matters affecting the trust itself, with a clear rule for each about whose direction the trustee would follow and what happened on a tie, replacing the vague handshake understanding with terms both cousins could read the same way without needing anyone to remember a conversation from years earlier.
6. Negotiated the protocol between both sides over several sessions, adjusting thresholds and definitions until each cousin had given up something and kept something, which took longer than drafting the document itself but was the part that made it durable rather than another paper agreement nobody would follow once the immediate pressure of the meeting had passed. Each round of changes was checked back against the trust deed to make sure nothing the cousins agreed to informally drifted outside what the trustee was actually authorized to follow.
7. Brought the protocol and the underlying resolution back to a reconvened meeting, with the trustee voting according to the new, written framework rather than a disputed handshake, and with Phuong able to certify the vote cleanly for the first time in years, closing out both the immediate decision and the structural gap that had caused it. The reconvened meeting itself took under twenty minutes, a contrast both cousins noticed after weeks of work to get there.

The outcome

The loan and the second van were approved, but not on the terms either cousin had originally wanted. Hagop got the operational expansion he had pushed for. Thao got a formal say over the size of future borrowing and a right to review financing decisions before they went to a vote, something the original trust deed had never given either cousin explicitly. Neither side walked away with everything, and both signed the protocol knowing that, which was itself a change from the earlier handshake settlement that each cousin had quietly believed favoured the other.

The company's records were also left in better shape than they had been in years, which was its own quiet benefit. The gaps in the minute book that had made even basic ownership questions hard to answer were closed, and Phuong now had a document she could point to the next time a decision needed a proxy, rather than relying on memory of a conversation that two family members already remembered differently. The reconstructed share register also confirmed, finally, that Phuong's own small personal holding was properly recorded, something that had never been formally documented despite years of it being generally understood within the family.

What this did not do was resolve the underlying tension between the cousins about the direction of the business. The protocol gave them a working structure for disagreeing without another standoff, but it did not make them agree, and there is a real chance a future decision falls outside the categories the protocol defined and needs revisiting. Phuong now keeps a copy of the protocol with the minute book and flags any resolution that might touch its edges before a meeting is called, which is the most realistic form the fix could take for a disagreement rooted in family history rather than in the paperwork alone. It is, in the end, a working compromise rather than a resolution of the underlying rivalry.

What you can learn from this