Suite 101 - 85 Plymouth Street, Ottawa, Ontario K1S 3E2 Telephone: (613) 232-5773 Fax: (613) 232-3509 www.vhl-law.

ca

BY FAX February 4, 2009 Our File No: 2009032 E-mail Address: mrlabrosse@vhl-law.ca

Student Federation of the University of Ottawa 85 University Private, Suite 07 Ottawa, ON K1N 6N5 Attention: Dean Haldenby, President

Dear Mr. Haldenby: Re: Legal Opinion - Canadian Federation of Students Referendum ___________________________________________________________________________ Further to your January 9, 2009 letter, we have reviewed the documentation provided, together with the Canadian Federation of Students (CFS) and SFUO by-laws and the resolution approved by the CFS in order to provide our opinion with respect to the November referendum and SFUOs membership status within the CFS. We base our opinion on the following facts as presented to us: 1) The SFUO applied for prospective membership in the CFS and its subsidiary CFSOntario on July 28, 2008; 2) At its General Meeting (GM) in August, 2008, CFS-Ontario accepted SFUOs application for prospective membership; 3) On November 18-20, 2008, the SFUO held a referendum on the question of SFUO membership in the CFS; 4) On November 25, 2008, the results of the referendum (52% in favour of membership) were forwarded to the CFS; 5) At its GM in November 26-29, 2008 (after the referendum had been held), the CFS voted to accept SFUOs application for full membership; and,

J. Peter Vice, Q.C. Lynn Le

W illiam R. H unter

Marc R. La br osse

Suite 101 - 85 Plymouth Street, Ottawa, Ontario K1S 3E2 2 Telephone: (613) 232-5773 Fax: (613) 232-3509 www.vhl-law.ca

6) At its GM in November, the CFS did not grant prospective membership to the SFUO and proceeded directly to grant full membership to the SFUO. You have asked a series of questions within your January 9, 2009 letter, all of which can be distilled down to the following: 1) Did the November referendum comply with the CFS by-laws, and what is the effect of any deficiency? 2) What is the status of SFUOs membership within CFS? 3) What, if any steps should SFUO take at this time? By-law I of the CFS sets out a rather explicit process to be followed in becoming either a full or prospective member in the Federation. 1) Section 2a of By-law I allows a local association to directly apply for full membership when its members have approved by referendum, membership in the CFS; Section 2b of By-law I allows a local association to apply for prospective membership if it has passed a motion to apply for prospective membership; An application for prospective membership does not become accepted until a 2/3 majority votes in favour at the next GM held after the application is filed; Once accepted a prospective member is contractually obligated to pay membership fees, and conduct a full referendum as described in Section 2b-viii; A referendum on full membership in the Federation must be held within twelve (12) months following its acceptance as a prospective member; and, If the results of the referendum are in favour of full membership, such membership will be granted at the subsequent national general meeting, at which point prospective membership shall cease..

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On the information provided to us, it seems that the SFUO applied for prospective membership in July 2008, held a referendum in November and was then accepted for full membership later in November 2008. It would seem the process established by By-law I has not been strictly adhered to as the application was for prospective membership and the CFS directly granted full membership at its AGM without dealing with the issue of prospective membership.
J. Peter Vice, Q.C. Lynn Le W illiam Marc R. R. H unter La br osse

Suite 101 - 85 Plymouth Street, Ottawa, Ontario K1S 3E2 3 Telephone: (613) 232-5773 Fax: (613) 232-3509 www.vhl-law.ca

Also, in the context of the prospective membership application, the referendum on full membership was held before the SFUO was accepted as a prospective member at the CFS AGM. We have discussed this issue with the lawyers of the CFS who are clearly of the view that the CFS was entitled to proceed directly with the granting of full membership in the CFS at its AGM. Whether the original application was for full or prospective membership is of no consequence. What is important is that the referendum was held and successful and that the CFS subsequently granted full membership in the CFS to the SFUO. Section 2a of By-law I clearly allows the CFS to grant full membership without first proceeding with prospective membership. Consequently, we provide the following answers to your 3 questions: 1) Did the November referendum comply with the CFS by-laws, and what is the effect of any deficiency? Answer: The November referendum complied with both the SFUO and CFS bylaws. The referendum question was proper under SFUO referenda By-law 4.17.3 and the referendum appears to have followed the requirements established by Bylaw 4.17. Based on the information you provided, the referendum was properly conducted in accordance with section 4 Vote to Federate of CFS By-law I. We feel that there is no consequence as a result of the original application having been for prospective membership. 2) What is the status of SFUOs membership within CFS? Answer: The SFUO is properly a full member of the CFS. 3) What, if any steps should SFUO take at this time? Answer: We feel that there is nothing for the SFUO to do at this time. The lawyers for the CFS have agreed to provide their own legal opinion on this matter. Unless they have a different view of the matter, we feel that the SFUO is a full member of the CFS, the SFUO is bound by the by-law of the CFS and that you should proceed as all is in order. Trusting the above is satisfactory, but do not hesitate to contact the undersigned should you with to discuss the matter further.

J. Peter Vice, Q.C. Lynn Le

W illiam R. H unter

Marc R. La br osse

Yours very truly, VICE HUNTER LABROSSE LLP PER: Marc R. Labrosse Marc R. Labrosse MRL/md