Minutes:20111129

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Contents

Tuesday, 29 November 2011, Special Meeting of Members and Investors

  • Meeting starts 09:00
    Location: EcoReality yellow house, 2152 Fulford-Ganges Road, Salt Spring Island, BC V8K 1Z7 (How to get to EcoReality.)
  • Agenda:
    1. Special and Separate resolutions, as emailed to all members and investors of all investment classes.

MINUTES of the special meeting of the holders of Class A Preferred Investment Shares of Ecoreality Sustainable Land Use and Education Cooperative (the “Co-op”) held at 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7, on November 29, 2011, at the hour of 9 A.M. PST

Attendance

Special Meeting Convened

Jan Steinman, a Director and holder of Class A Preferred Investment Shares of the Co-op, assumed the Chair and called the special meeting to order, also acting as Secretary of the special meeting for the purpose of taking minutes.

Notice

The Chairman confirmed that the notice of this special Investment Shareholders’ meeting was sent on November 14, 2011. The Chairman, with the consent of the special meeting, dispensed with the reading of the notice of special meeting and directed that the Secretary include a copy of the notice of special meeting and proof of service with the minutes.

Scrutineer’s Report and Quorum

The Secretary provided the Chairman with the Scrutineer’s Report on attendance. The Secretary announced that there were 9 Class A Preferred Investment Shareholders present in person or in proxy, representing 1,450,935 Class A Preferred Investment Shares which is 99.12% of the outstanding Class A Preferred Investment Shares of the Co-op.

The Chairman announced that Notice of the special meeting having been given as required and a quorum being present, the special meeting had been regularly called and was properly constituted for the transaction of business. The Chairman requested that the report of the Scrutineer be attached to the minutes of the special meeting.

Sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia

The Chairman noted that the next item of business was the consideration of a separate resolution by the holders of Class A Preferred Investment Shares respecting the sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, being the whole or substantially the whole of the assets and undertaking of the Co-op.

UPON MOTION duly made by Jan Steinman, seconded by Carol Wagner and defeated as follows:

FOR:

  • Brad McArthur, being the holder of 5,000 Class A Preferred Investment Shares,
  • Jennifer McArthur, being the holder of 5,000 Class A Preferred Investment Shares,
  • Jan Steinman, being the holder of 435,026 Class A Preferred Investment Shares,
  • Carol Wagner, being the holder of 434,278 Class A Preferred Investment Shares,
    • being collectively 879,304 Class A Preferred Investment Shares or 60.07% of the Class A Preferred Investment Shares


AGAINST:

  • Ron Pither, being the holder of 450,000 Class A Preferred Investment Shares,
    • being collectively 450,000 Class A Preferred Investment Shares or 30.14% of the Class A Preferred Investment Shares

The following motion was defeated, as a separate resolution of the holders of Class A Preferred Investment Shares, that:

  • The directors of the Corporation are authorized and directed, pursuant to subsection 71(2)(b) of the Cooperative Association Act (British Columbia), to cause the Co-op to sell the lands and premises owned by the Co-op commonly known as 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7 and legally described as Lot A Section 7 Range 1 South Salt Spring Island Cowichan District Plan VIP87315 (PID: 028-060-014) (the “Lands”) for such price and on such terms as the directors of the Co-op may determine in their sole discretion as being reasonable;
  • Jan Steinman and Carol Wagner are hereby authorized and directed for and on behalf of the Co-op to approve, execute and deliver, any and all documents, certificates, notices, elections under the Income Tax Act (Canada) or otherwise (whether under corporate seal or otherwise), together with such alterations, additions and amendments thereto and deletions therefrom as Jan Steinman and Carol Wagner signing the same shall determine, and to do all such acts and things as Jan Steinman and Carol Wagner signing may consider necessary, desirable, or useful for the purpose of giving effect to the foregoing resolutions.

Adjournment of Special meeting

  • Upon confirming that there was no other business, the Chairman called for a motion that the special meeting be adjourned. UPON MOTION made by Jan Steinman and seconded by Carol Wagner and unanimously carried, it was resolved that the special meeting be terminated.

MINUTES of the special meeting of the holders of Class B Preferred Investment Shares of Ecoreality Sustainable Land Use and Education Cooperative (the “Co-op”) held at 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7, on November 29, 2011, at the hour of 9 A.M. PST

Attendance

  • Class B Preferred Investment Shareholders present: James Cowan, Jan Steinman.
  • Class B Preferred Investment Shareholders present by proxy: Shannon Cowan, Ron Pither, Jan Slakov, Carol Wagner.
  • Class B Preferred Investment Shareholders Represented by Class B Preferred Investment Shareholders present in person: none.
  • Class B Preferred Investment Shares representing 98.61% of such class outstanding.

Special Meeting Convened

Jan Steinman, a Director and holder of Class B Preferred Investment Shares of the Co-op, assumed the Chair and called the special meeting to order, also acting as Secretary of the special meeting for the purpose of taking minutes.

Notice

The Chairman confirmed that the notice of this special Investment Shareholders’ meeting was sent on November 14, 2011. The Chairman, with the consent of the special meeting, dispensed with the reading of the notice of special meeting and directed that the Secretary include a copy of the notice of special meeting and proof of service with the minutes.

Scrutineer’s Report and Quorum

The Secretary provided the Chairman with the Scrutineer’s Report on attendance. The Secretary announced that there were 6 Class B Preferred Investment Shareholders present in person or in proxy, representing 146,330 Class B Preferred Investment Shares which is 98.61% of the outstanding Class B Preferred Investment Shares of the Co-op.

The Chairman announced that Notice of the special meeting having been given as required and a quorum being present, the special meeting had been regularly called and was properly constituted for the transaction of business. The Chairman requested that the report of the Scrutineer be attached to the minutes of the special meeting.

Sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia

The Chairman noted that the next item of business was the consideration of a separate resolution by the holders of Class B Preferred Investment Shares respecting the sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, being the whole or substantially the whole of the assets and undertaking of the Co-op.

UPON MOTION duly made by Jan Steinman, seconded by Carol Wagner and defeated as follows:

FOR:

  • Jan Slakov, being the holder of 180 Class B Preferred Investment Shares,
  • Jan Steinman, being the holder of 67,312 Class B Preferred Investment Shares,
  • Carol Wagner, being the holder of 62,613 Class B Preferred Investment Shares,
    • being collectively 130,105 Class B Preferred Investment Shares or 50.2% of the Class B Preferred Investment Shares


AGAINST:

  • no Class B Preferred Investment Shares were voted against,
    • being collectively 0 Class B Preferred Investment Shares or 0% of the Class B Preferred Investment Shares

The following motion was defeated, as a separate resolution of the holders of Class B Preferred Investment Shares, that:

  • The directors of the Corporation are authorized and directed, pursuant to subsection 71(2)(b) of the Cooperative Association Act (British Columbia), to cause the Co-op to sell the lands and premises owned by the Co-op commonly known as 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7 and legally described as Lot A Section 7 Range 1 South Salt Spring Island Cowichan District Plan VIP87315 (PID: 028-060-014) (the “Lands”) for such price and on such terms as the directors of the Co-op may determine in their sole discretion as being reasonable;
  • Jan Steinman and Carol Wagner are hereby authorized and directed for and on behalf of the Co-op to approve, execute and deliver, any and all documents, certificates, notices, elections under the Income Tax Act (Canada) or otherwise (whether under corporate seal or otherwise), together with such alterations, additions and amendments thereto and deletions therefrom as Jan Steinman and Carol Wagner signing the same shall determine, and to do all such acts and things as Jan Steinman and Carol Wagner signing may consider necessary, desirable, or useful for the purpose of giving effect to the foregoing resolutions.

Adjournment of Special meeting

  • Upon confirming that there was no other business, the Chairman called for a motion that the special meeting be adjourned. UPON MOTION made by Jan Steinman and seconded by Carol Wagner and unanimously carried, it was resolved that the special meeting be terminated.

MINUTES of the special meeting of the holders of Class D Preferred Investment Shares of Ecoreality Sustainable Land Use and Education Cooperative (the “Co-op”) held at 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7, on November 29, 2011, at the hour of 9 A.M. PST

Attendance

Special Meeting Convened

Jan Steinman, a Director of the Co-op, assumed the Chair and called the special meeting to order, also acting as Secretary of the special meeting for the purpose of taking minutes.

Notice

The Chairman confirmed that the notice of this special Investment Shareholders’ meeting was sent on November 14, 2011. The Chairman, with the consent of the special meeting, dispensed with the reading of the notice of special meeting and directed that the Secretary include a copy of the notice of special meeting and proof of service with the minutes.

Scrutineer’s Report and Quorum

The Secretary provided the Chairman with the Scrutineer’s Report on attendance. The Secretary announced that there were 10 Class D Preferred Investment Shareholders present in person or in proxy, representing 1,260 Class D Preferred Investment Shares which is 50.2% of the outstanding Class D Preferred Investment Shares of the Co-op.

The Chairman announced that Notice of the special meeting having been given as required and a quorum being present, the special meeting had been regularly called and was properly constituted for the transaction of business.

The Chairman requested that the report of the Scrutineer be attached to the minutes of the special meeting.

Sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia

The Chairman noted that the next item of business was the consideration of a separate resolution by the holders of Class D Preferred Investment Shares respecting the sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, being the whole or substantially the whole of the assets and undertaking of the Co-op.

UPON MOTION duly made by Jan Steinman, seconded by Carol Wagner and carried as follows:

FOR:

  • Susan Charlet, being the holder of 100 Class D Preferred Investment Shares,
  • Linda Evans, being the holder of 100 Class D Preferred Investment Shares,
  • Jacquie Harkema, being the holder of 100 Class D Preferred Investment Shares,
  • Teresa Hitch, being the holder of 50 Class D Preferred Investment Shares,
  • Heather Kilbourne, being the holder of 50 Class D Preferred Investment Shares,
  • Natalia Mainprize, being the holder of 150 Class D Preferred Investment Shares,
  • Leonie Muldoun, being the holder of 10 Class D Preferred Investment Shares,
  • Sharon Proske, being the holder of 10 Class D Preferred Investment Shares,
  • Rachael Hughes, being the holder of 100 Class D Preferred Investment Shares,
  • Carol Wagner, being the holder of 700 Class D Preferred Investment Shares,
    • being collectively 1,270 Class D Preferred Investment Shares or 50.2% of the Class D Preferred Investment Shares

AGAINST:

  • no Class D Preferred Investment Shares were voted against,
    • being collectively 0 Class D Preferred Investment Shares or 0% of the Class D Preferred Investment Shares

IT WAS HEREBY RESOLVED, as a separate resolution of the holders of Class D Preferred Investment Shares, that:

  • The directors of the Corporation are authorized and directed, pursuant to subsection 71(2)(b) of the Cooperative Association Act (British Columbia), to cause the Co-op to sell the lands and premises owned by the Co-op commonly known as 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7 and legally described as Lot A Section 7 Range 1 South Salt Spring Island Cowichan District Plan VIP87315 (PID: 028-060-014) (the “Lands”) for such price and on such terms as the directors of the Co-op may determine in their sole discretion as being reasonable;
  • Jan Steinman and Carol Wagner are hereby authorized and directed for and on behalf of the Co-op to approve, execute and deliver, any and all documents, certificates, notices, elections under the Income Tax Act (Canada) or otherwise (whether under corporate seal or otherwise), together with such alterations, additions and amendments thereto and deletions therefrom as Jan Steinman and Carol Wagner signing the same shall determine, and to do all such acts and things as Jan Steinman and Carol Wagner signing may consider necessary, desirable, or useful for the purpose of giving effect to the foregoing resolutions.

MINUTES of the special meeting of the holders of Member Shares of Ecoreality Sustainable Land Use and Education Cooperative (the “Co-op”) held at 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7, on November 29, 2011, at the hour of 9 A.M. PST

Attendance

  • Member Shareholders physically present: Jan Steinman.
  • Member Shareholders present by proxy: Rudy Siegers, Carol Wagner.
  • Member Shares representing 100% of such class outstanding.

Special Meeting Convened

Jan Steinman, a Director of the Co-op, assumed the Chair and called the special meeting to order, also acting as Secretary of the special meeting for the purpose of taking minutes.

Notice

The Chairman confirmed that the notice of this special Member Shareholders’ meeting was sent on November 14, 2011. The Chairman, with the consent of the special meeting, dispensed with the reading of the notice of special meeting and directed that the Secretary include a copy of the notice of special meeting and proof of service with the minutes.

Scrutineer’s Report and Quorum

The Secretary provided the Chairman with the Scrutineer’s Report on attendance. The Secretary announced that there were 3 Member Shareholders present in person or in proxy, representing 3 Member Shares which is 100% of the outstanding Member Shares of the Co-op.

The Chairman announced that Notice of the special meeting having been given as required and a quorum being present, the special meeting had been regularly called and was properly constituted for the transaction of business.

The Chairman requested that the report of the Scrutineer be attached to the minutes of the special meeting.

Sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia

The Chairman noted that the next item of business was the consideration of a separate resolution by the holders of Member Shares respecting the sale of 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, being the whole or substantially the whole of the assets and undertaking of the Co-op.

UPON MOTION duly made by Jan Steinman, seconded by Carol Wagner and carried as follows:

FOR:

  • Rudy Siegers, being the holder of 1 Member Shares,
  • Jan Steinman, being the holder of 1 Member Shares,
  • Carol Wagner, being the holder of 1 Member Shares,
    • being collectively 3 Member Shares or 100% of the Member Shares

AGAINST:

  • no Member Shares were voted against,
    • being collectively 0 Member Shares or 0% of the Member Shares

IT WAS HEREBY RESOLVED, as a separate resolution of the holders of Member Shares, that:

  • The directors of the Corporation are authorized and directed, pursuant to subsection 71(2)(b) of the Cooperative Association Act (British Columbia), to cause the Co-op to sell the lands and premises owned by the Co-op commonly known as 2152 Fulford-Ganges Road, Salt Spring Island, British Columbia, V8K 1Z7 and legally described as Lot A Section 7 Range 1 South Salt Spring Island Cowichan District Plan VIP87315 (PID: 028-060-014) (the “Lands”) for such price and on such terms as the directors of the Co-op may determine in their sole discretion as being reasonable;
  • Jan Steinman and Carol Wagner are hereby authorized and directed for and on behalf of the Co-op to approve, execute and deliver, any and all documents, certificates, notices, elections under the Income Tax Act (Canada) or otherwise (whether under corporate seal or otherwise), together with such alterations, additions and amendments thereto and deletions therefrom as Jan Steinman and Carol Wagner signing the same shall determine, and to do all such acts and things as Jan Steinman and Carol Wagner signing may consider necessary, desirable, or useful for the purpose of giving effect to the foregoing resolutions.

The Chairman noted the following results of the separate resolution in each class:

  • Class A Preferred Investment Shares: DEFEATED
  • Class B Preferred Investment Shares: CARRIED
  • Class D Preferred Investment Shares: CARRIED
  • Member Shares: CARRIED

Therefore, having failed to carry the required majority of Class A Preferred Investment Shares, the separate resolution is DEFEATED.

Adjournment of Special meeting

  • Upon confirming that there was no other business, the Chairman called for a motion that the special meeting be adjourned. UPON MOTION made by Jan Steinman and seconded by Carol Wagner and unanimously carried, it was resolved that the special meeting be terminated.

Appendices

Appendix A
notice of special meeting to Class A Preferred Investment Shareholders.
Appendix B
notice of special meeting to Class B Preferred Investment Shareholders.
Appendix C
notice of special meeting to Class D Preferred Investment Shareholders.
Appendix D
notice of special meeting to Members.
Appendix E
Scrutineer’s Report
  • Respectfully submitted, Jan Steinman 19:03, 29 November 2011 (PST)

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