Minutes:20080404

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Friday, 4 April 2008: Member's Video Conference

  • Meeting brought to order: 19:39
  • Present: James Cowan, Shannon Cowan, Frank Lopez, Penny Pobiecke (via speakerphone), Justin Roller, Osha Roller, Jan Steinman, Mark Stiffler (via speakerphone), Carol Wagner.
  • AGREED: Jan gets 100 Class A investment shares for approximately 2000 square feet of 6 mil plastic sheeting that he purchased and was installed as a vapour barrier in both the main house and cottage at 160 Sharp Road.
  • AGREED: Clarification of land acquisition and land liquidation expense authority for Jan and Carol: They are free to use, at their discretion, available EcoReality funds for expenses relating to either acquisition of Nightingale or liquidation of Sharp Road, but will leave a $400 contingency fund, unless agreed by members to spend that money.
  • AGREED: including the ~20 acre "snake" parcel is essential to EcoReality's plans, and we are prepared to walk away from the entire deal (~17 acre parcel with two houses for $1.4M) if we cannot obtain the "snake" on favourable terms.
  • AGREED: Jan is authorized to negotiate on behalf of EcoReality for the acquisition of the "snake" parcel, up to $300,000, adding $100,000 to the "balloon" loan from the seller if necessary.
  • AGREED: EcoReality will freeze sales of Class A investment shares until after the liquidation of Sharp Road. Additional funds required to purchase Nightingale will be written as short term, interest-free loans, to be automatically converted to Class A shares upon liquidation of Sharp Road. (If an individual's loan plus their outstanding Class A share balance at that time is less than $10,000, the loan will not be converted to Class A shares, but will remain as a loan with the same redemption terms as Class A shares, in accordance with Rule 21.2.2 in our bylaws.) Due to the need to balance the books when Sharp Road is sold, a stock split will be required, affecting all shareholders as of that date. This proposal ensures that equity from new investors, as well as additional investment from existing investors, will have the same par value as that of original investors.
  • Meeting adjourned: 20:05

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