Of all the properties The Land Conservancy of BC (TLC) holds, none is more complex than Wildwood, a 77-acre woodlot known as Merv Wilkinson’s ecoforest. The Board of TLC has been grappling over the best management and ownership structure but is confident that a resolution will be reached soon for this much loved property. There is an agreement that a special purpose trust must be set up for this property with the task of defining how the property is to be managed into the future.
Merv owned the land for 60 years and developed a way of harvesting the timber through single tree selection while retaining a natural forest structure by cutting less than its annual growth. Merv wanted to see his method continue and for Wildwood to demonstrate that one could derive some revenue from logging while maintaining the forest’s ecological integrity — a bold alternative to industrial clear cutting. In 2000 Merv asked TLC to purchase the forest and continue his practices and TLC did so on that understanding.
When we took on the property, we thought TLC would hold Wildwood forever.
In 2001, to honor Merv’s wishes to have the Ecoforestry Institute Society (EIS) as forest managers at Wildwood, TLC and EIS entered an MOU that included a management Board with Merv and representatives of EIS and TLC. For fourteen years this team and volunteers from both EIS and TLC carried out an educational and harvesting program in accordance with their interpretation of what Merv wanted.
But in 2013, TLC was unable to pay its creditors and all of the lands and property became subject to possible foreclosure. TLC went to the Supreme Court of BC to seek the assistance of the Companies’ Creditors Arrangements Act (CCAA), which mandated TLC to divest itself of its assets to pay creditors. Because TLC is a charitable land trust, it also has an obligation to protect the properties to the greatest extent possible. We have also been working with the Attorney General of BC to ensure that TLC is in compliance with the Charitable Purposes Preservation Act (CPPA) to ensure donors’ intentions of charitable gifts continue.
With Wildwood the issue is complicated by differing interpretations of what constituted Merv’s legacy. Merv’s style of forestry was constantly evolving and he was always learning more from others and his forest. The Board recognizes that everyone is interested in a plan to have Wildwood reflect Merv’s ecoforestry practice which has the best interest of Wildwood at heart. There is a widespread love of this forest and the late ecoforestry pioneer. Both TLC and EIS share that love.
In 2014, Tisha Wilkinson, Merv’s daughter, and Mark Randen, a sawyer at Wildwood, proposed a different alternative to managing Wildwood. They offered $860,000 – the amount TLC paid for the land – with an agreement to a covenant that would legally bind them to restrictions on development, an annual allowable cut and style of forestry based on their interpretation of Merv’s recommended harvest level, and that only permitted ecoforestry as a land use.
TLC’s Board accepted that offer and was willing to honour it. It was then withdrawn.
The offer was withdrawn because of significant concerns expressed by EIS, donors to the original purchase of Wildwood, academics and citizens who felt that a private sale either put the charitable purpose at risk or removed the land from public access and that might compromise Merv’s legacy over time.
Since then, EIS has offered the Board $600,000 to place Wildwood in a trust and management structure of their choosing.
Both TLC and EIS committed to a process of mediation through the office of the Attorney General. This provided an opportunity for a very frank discussion of their positions and to evaluate the advice of the AG to consider establishing a non beneficial, purposeful Trust to protect both Wildwood and Merv’s legacy over time.
TLC’s Board faced the dilemma of addressing the issue of having Wildwood remain in the public domain while considering two offers with well-reasoned arguments. Neither TLC nor EIS wish for the issue to go to the Court. The values held by all parties are sufficiently similar that we are confident a compromise will be reached once all options. The TLC and EIS Boards are confident that under a special purpose trust the concerns of both sides will be addressed and TLC’s commitments to donors, creditors, and Merv can be met. We intend to meet with all parties early in June and with our membership on June 12th to lay out our plans.
Both TLC and the EIS are mutually supportive of this approach to place Wildwood in a public trust and are confident that the concerns of all parties can be met through this process, and that Wildwood will be protected into the future.
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Briony Penn |
Barry Gates |
TLC’s Notice of Extraordinary General Meeting and Introduction to Special Resolution dated May 7, 2015 states that TLC “believes that the membership needs to be fully informed in order to vote on the amendment as it applies to Wildwood” and states TLC’s intent to sell Wildwood Ecoforest to a private individual. It is alarming that the Introduction also contains inaccurate information. With this misleading information TLC asks Members to mail in proxy votes by June 5. Then TLC announces that any more information will NOT be forthcoming until the meeting announced for the evening of June 12th, after proxy voters have sent in their proxy forms.
I’m relieved to see in the May 21, 2015 TLC / EIS Release that an option other than TLC’s is being explored and some of TLC’s erroneous information in the Introduction is corrected. The new option is on the advice of BC’s Attorney General and advises the protection of Wildwood with a Special Purpose Trust. This could be good news! This could keep Wildwood from being sold to private individuals and protected forever. – – – as donors, TLC Members and citizens expected when Wildwood was entrusted to TLC in 2000. But without the details of THIS Special Purpose Trust, how many of us know and understand the ramifications of THIS or any Special Purpose Trust?
How legitimate can it be for TLC to ask Members to send in proxy votes without giving these Members accurate information? How honest is it for TLC to then keep the factual information from the approximately 3000 TLC Members of BC until the June 12th night of the meeting where relatively few Members will be gathered in Victoria to hear the long awaited information they need to make an informed vote?
I am a TLC member and donor to Wildwood for 15 years. I need to see the fine print and to understand the outcome of the Special Purpose Trust handcrafted for Wildwood in order to make an informed vote. Could misleading information, lack of information and/or information given without time for investigation, discussion and consideration be called manipulation of the vote? What has happened to healthy democratic participation?
Dear Miyo,
Thank you for taking the time to submit your concerns. The Board of Directors and staff agree that the membership needs to be fully informed in order to vote on any amendment to TLC’s bylaws.
The resolution to amend TLC’s bylaws, as explained in the Introduction to Special Resolution, does not only apply to TLC’s Wildwood Ecoforest, but to all TLC properties. In order to transfer inalienable properties to other Land Trusts for continued protection, as presented in TLC’s creditor and Supreme Court of BC approved Plan of Arrangement, the Board of Directors are requesting the membership’s approval to amend the bylaws.
While all Members are welcome and encouraged to attend our Extraordinary General Meeting, as a organization with Members throughout the province not all are able to be present. For those not able to attend the meeting, we are extending them the opportunity to participate in the democratic process by assigning a proxy in accordance with TLC’s bylaws.
With regards to Wildwood, as the Board of Directors are continuing discussions with EIS, we plan to share the latest information possible at the meeting itself. When more has been confirmed we will share details regarding any Specific Purpose Trusts created on any of TLC’s properties.
TLC has been exploring all options regarding its more than 40 properties since entering creditor protection in October 2013. TLC has been working to develop a Plan of Arrangement consistent with its conservation mandate and its objective to repay creditors to the greatest extent possible. Creditors voted overwhelmingly to support the Plan and Judge Fitzpatrick of the Supreme Court of BC has found that the Boards’ “passion and commitment to the land conservancy movement has been plain to see.”
We look forward to seeing you at the meeting on June 12 at 7 p.m. at the Prospect Lake Community Hall. All Members are welcome.
The TLC Constitution & Bylaws state re: proxies that they may be sent to the society ” . . not less than than 48 HOURS BEFORE THE TIME OF HOLDING THE MEETING . .” or “shall be deposited with the Chair PRIOR TO THE COMMENCEMENT OF THE MEETING.” Why does the Notice of Extraordinary Meeting dated May 7th state “Proxies MUST be returned by email to admin@conservancy.bc.ca or mail to TLC’s head office by 5 p.m. on June 5th”? The capital letters are my own for clarification. How does TLC explain this discrepancy between the Notice of Meeting and TLC Constitution and Bylaws?
Dear Miyo,
Thank you for your question.
In order to give TLC staff time to go through the returned proxy votes to ensure memberships are valid we requested they be returned June 5th. TLC Members are welcome to attend the meeting in person and vote on the Special Resolution in person. We hope to see many of our Members at the meeting, and welcome their feedback. As a organization with Members throughout the province not all are able to be present. For those not able to attend the meeting, we are extending them the opportunity to participate in the democratic process by assigning a proxy.
I have heard that Wildwood is being excluded from the process at this point as there is to be a panel set up to look at options for the property. If this is the case, why have members not been notified there is a change in the motion to change bylaws at the June 12 meeting?