Proposed Bylaw Amendment Fails at Extraordinary General Meeting

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NEWS RELEASE

THE LAND CONSERVANCY OF BC PROPOSED BYLAW
AMENDMENT FAILS AT EXTRAORDINARY GENERAL MEETING

TLC to propose new amendment to membership

FOR IMMEDIATE RELEASE: June 17, 2015

Victoria, BC – The Land Conservancy of B.C.’s proposed bylaw amendment has failed at the organization’s Extraordinary General Meeting, held Friday, June 12, at the Prospect Lake Community Hall.

TLC’s Board of Directors held the meeting to allow Members the opportunity to vote on bylaw amendments necessary to complete the next steps in the Plan of Arrangement. The Plan of Arrangement, as approved by the Supreme Court of B.C., details how the organization will fulfill its obligations to creditors through the transfer of many of its properties.

Creditors voted March 30 with overwhelming support of TLC’s Plan which focused on paying creditors 100% of monies owed while finding appropriate homes for many of the organization’s properties. TLC has already transferred a number of properties already including Keating Farm Estate, Eagle Bluff, 29% interest in Maltby Lake, and 50% interest in a Chemainus River property.

The Board proposed the bylaw amendments on the advice of Justice Fitzpatrick of the Supreme Court of B.C. who encouraged TLC to address the issue of inalienability with its Members and in accordance with its Constitution. Justice Fitzpatrick has been complimentary of the Board’s determination to see creditors paid while protecting properties to the greatest extent possible, finding that the Board’s “passion and commitment to the land conservancy movement has been plain to see.”

The proposed bylaw amendment would have allowed TLC to transfer properties previously deemed inalienable according to the approved Plan of Arrangement. Inalienability is an internal TLC status which does not allow properties deemed inalienable to be transferred to other trusts or individuals except upon dissolution.

Two of the most important transfers in the Plan, Monks Point to the District of Tofino and 28 conservation properties to The Nature Conservancy of Canada (NCC) and The Nature Trust of BC (TNTBC), require inalienability be addressed. The two other properties encumbered by inalienability status are Lohbrunner Farm and Wildwood Ecoforest.

The Ecoforestry Institute Society and the Wildwood Protectors citizen group have been concerned about the transfer of Wildwood Ecoforest.

Despite a joint statement issued by both TLC Board Chair Briony Penn and EIS Vice-Chair Barry Gates on Thursday, May 21, expressing that the two groups had found common ground to assure the future protection of Wildwood, EIS was not supportive of TLC’s bylaw amendments.

The Boards of TLC and EIS met Saturday, June 6, for a daylong face-to-face meeting to discuss Wildwood Ecoforest and the opportunity to place it in a Special Purpose Trust.

“TLC also met with the citizen group partnered with EIS in a two and a half hour teleconference to explain how the Special Purpose Trust would legally protect the future of Wildwood,” said John Shields, Director of Operations for TLC. “We have listened to their concerns and have proposed adjustments accordingly, but our efforts are not appreciated.”

To accomplish the transfer of TLC’s Wildwood Ecoforest to a new Trust, TLC must amend the organization’s bylaws which currently prohibit such a transfer. The membership of TLC was asked to vote on that change at an Extraordinary General Meeting.

TLC encouraged all Members to attend the meeting to participate in their democratic right. For those unable to attend, proxy forms were available to assign said vote to another individual. More than 200 Members return proxy forms to the organization to allow the amendment to take place.

TLC’s Board of Directors, under legal guidance, issued a binding declaration with respect to Wildwood which would hold off on any disposition of Wildwood until TLC’s AGM in the fall when it could report on the discussion with EIS.

Despite TLC’s efforts to compromise with EIS and the Wildwood Protectors group, they opposed the bylaw amendments and argued to disallow the proxy votes sent in by TLC Members. Due to a loop hole in the organizations bylaws, proxy votes by Members not able to attend the meeting in person were disallowed.

Following the dissallowal of the proxy votes, the bylaw amendment received 35 votes in favour and 26 votes against. As the special resolution requires 75% to pass, the amendment failed.

“The Board and I are disappointed in the actions of EIS and the citizen group,” said Briony Penn, Chair of TLC’s Board. “We have been trying to work with them to find the best solution possible for Wildwood. We had agreed to a Special Purpose Trust, we had agreed to a covenant, we had agreed to hold off on any final commitments regarding Wildwood until after EIS and TLC could collectively analyse all of our options and together create a recommendation. We still hope that the two organizations can compromise because there is so much at risk – TLC’s Plan of Arrangement, our negotiations with other societies, the protection of all of TLC’s properties and covenants, and repayment of our creditors.”

As deadlines to implement the Plan of Arrangement are quickly approaching TLC will be holding another meeting for Members to vote on a new bylaw amendment.

TLC is scheduled to return to Court July 28 to seek approval of the transfers to the District of Tofino and NCC and TNTBC.

About The Land Conservancy of BC:

The Land Conservancy of BC (TLC) is a non-profit, charitable Land Trust working throughout British Columbia. TLC’s primary mandate is to benefit the community by protecting habitat for natural communities of plants and animals. Founded in 1997, TLC is membership-based and governed by an elected, volunteer Board of Directors. TLC relies on a strong membership and volunteer base to help maintain its operations.

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Media contacts:

John Shields, TLC Director of Operations (250) 479-8053

13 Comments

  1. Peter Ronald June 17, 2015 at 8:52 pm - Reply

    John Shields said on CBC Radio One that a further membership meeting will be convened on July 18. Is this correct?

    • dstenberg June 18, 2015 at 8:49 am - Reply

      Hi Peter,

      We are still working out the details of the meeting i.e. hall rental, mailing notification to Members, etc. As soon as the details are confirmed we will be notifying Members via mail or email if possible, as well as posting it to our website.

      Stay tuned,

      Dianna Stenberg
      Communications & IT

  2. Peter Ronald June 18, 2015 at 8:47 am - Reply

    John Shields said on CBC Radio One that a further membership meeting would be held on July 18. Is this correct?

  3. Lee McFadyen June 18, 2015 at 9:15 am - Reply

    As a TLC Member in good standing, a monthly contributor and a past Board member I am very disturbed that my proxy vote was not exercised at the Friday June 12 Extraordinary Meeting. I am also very disturbed that a small group with the interests of one property were able to highjack the meeting and put all inalienable properties at risk. My understanding is that the meeting was called to change the bylaws so these properties can be transferred to other land trusts and thus be saved for the future.

    2
    0.04 A property or interest in land that has been declared inalienable shall not be:
    (a) mortgaged under any circumstances; or
    (b) sold or transferred unless:
    (i) sold or transferred to another society or charitable group having similar purposes;
    (ii) in accordance with the Plan of Arrangement of the Society approved by the Supreme Court of British Columbia; or
    (iii) on application to the Supreme Court of British Columbia on notice to the Attorney

    General of British Columbia.
    20.05
    Other than in accordance herewith,an interest in land that has been declared inalienable shall not be released or sold.

    I do not understand how those opposed to the proposed by law changes failed to see that not making those changes to the by laws, puts at risk the very property they thought they were protecting.

    This was an important meeting and the future of many important properties who many of us thought were going to be handed over to another land trust to be stewarded and protected are now in jeopardy.

    There is something fundamentally wrong when a small group pushing one interest at the expense of the greater picture can seize this control.

    I, along with other proxy voters gave serious thought about the resolution and considered the well being of all properties in question before sending in a proxy vote and assigning it to a clear headed, thinking person who I knew would consider the well being of all properties.

    Hats off to the TLC Board and staff who have worked through almost impossible circumstances to come up with a plan that could salvage important places in B.C. The going on at the meeting must have felt like a severe slap in the face. I sincerely hope you have the strength and will to move forward and salvage what you can, Wildwood is only one special place, and the loss of many others concerns me more than the loss of just one. A holistic view should have been take.

    Thank you Board, for acting on my behalf to put TLC on Solid footing again. I am so very sorry you had to endure the proceeding on Friday.

    Lee McFadyen, TLC member since 1999

  4. Lee McFadyen June 18, 2015 at 10:13 am - Reply

    I am pleased to hear another membership meeting is planned. Please sort out whether proxy votes will be accepted prior to the meeting. My attending a meeting is both time consuming and very expensive so proxy voting is essential.

    Looking forward to hearing more about the meeting

  5. Erik Frebold June 19, 2015 at 10:25 am - Reply

    I, too, am a longtime member/donor/volunteer in good standing etcetera, if that is important for establishing credibility. My partner and I were at the meeting, and though I shouldn’t have to say this, we don’t consider ourselves part of any special interest group within TLC, though I’m not really sure why that should matter. I say this to illustrate the charged atmosphere. Despite claims to the contrary, I saw no evidence at the meeting that we’re not all joined by a common goal: we have far more in common than not. The situation is perhaps more nuanced than can be easily presented (by anyone).

    The two of us were initially undecided voters, and took our responsibilities with utmost seriousness. I still don’t know (or want to know) how my partner voted. Like most, we’re beyond eager for TLC to move forward, and especially for the 28+1 uncontentious property transfers to occur. There was near-unanimity on this from all present, and we noted efforts from people on all sides of the issue to make this happen. It didn’t, this time, and we must find the way.

    At issue for those who objected was apparently the troublesome wording of the special resolution (kindly reproduced above by Lee McFadyen), which has the unusual effect of redefining “inalienable” as something very much less, such effect countered in some measure by the board declaration, presented at the meeting, not to make use of the new definition for the two special properties: Wildwood ecoforest and Lohbrunner farm. We (TLC in general) were in the unenviable position of having a difficult wording that couldn’t be changed at the meeting because of concerns about representation for the members not present. There were plenty of ideas from all sides at the meeting for ways to fix the resolution, no way to fix it at the meeting, and unfortunately apparently no way even to read suggestions into the minutes for the greater membership’s consideration.

    We’re extremely thankful to the TLC board and staff for the immense push this has been and is, and to everyone else who’s been worrying about this, including the “special interest groups”. We really hope all parties’ thoughtful suggestions can be considered in time for this next meeting.

  6. Roblyn June 28, 2015 at 8:06 pm - Reply

    As a member who values my membership and the good work that TLC has done I am saddened that this issue has created a division that is hurtful to the organization as a whole. All special interest means is that there is a property that some members have a special affinity to. Wildwood is special to me and to many others who participated in donating to purchase of it so it would be protected and belong to us all. Merv Wilkinson also had the same intent when arranging for TLC to purchase it. For a private individual to purchase it is not the original intention for the property, which is why it has inalienable status. It is extremely problematic for a property that has been very clearly paid for with donations and with the intent of keeping it in charitable hands to have the bylaw so easily changed to allow a private sale. In my opinion this is a simple matter since there is a charitable society willing to donate $600,000 to assist with the TLC debt if the property would be transferred to a charitable society in which they would continue to manage, as they have done since the property was initially purchased by TLC. My understanding is that there is a charitable society willing to hold the property. Amending the bylaw to transfer properties to pay the creditors can be done without changing the charitable requirement as laid out in the bylaw. It is a mystery to me why TLC would want to made such a drastic change to their bylaw when it appears so unnecessary to me.
    I truly hope this can be resolved and TLC move on to doing the important work that they do so well.

  7. Roblyn June 28, 2015 at 8:15 pm - Reply

    As a member who values my membership and the good work that TLC has done I am saddened that this issue has created a division that is hurtful to the organization as a whole. All special interest means is that there is a property that some members have a special affinity to. Wildwood is special to me and to many others who participated in donating to the purchase of it, so it would be protected and belong to us all. Merv Wilkinson also had the same intent when arranging for TLC to purchase it. For a private individual to purchase it is not the original intention for the property, which is why it has inalienable status. It is extremely problematic for a property that has been very clearly paid for with donations and with the intent of keeping it in charitable hands to have the bylaw so easily changed to allow a private sale. In my opinion this is a simple matter since there is a charitable society willing to donate $600,000 to assist with the TLC debt if the property would be transferred to a charitable society in which they would continue to manage, as they have done since the property was initially purchased by TLC. My understanding is that there is a charitable society willing to hold the property. Amending the bylaw to transfer properties to pay the creditors can be done without changing the charitable requirement as laid out in the bylaw. It is a mystery to me why TLC would want to make such a drastic change to their bylaw when it appears so unnecessary to me.
    I truly hope this can be resolved and TLC move on to doing the important work that they do so well.

  8. M. Gauley July 1, 2015 at 8:48 am - Reply

    As a long time member of TLC and a person who has donated and helped raise funds to save many properties, I must say I am confused. I attended the EGM which did not help to clarify how TLC has chosen this path. No motion could be brought forth by a member from the floor (which would have addressed the controversial issue of inalienability, and created a win/win situation), nor could one word be added or changed in the motion brought by TLC to the EGM. We were told there would be no opportunity for a member motion to be viewed by TLC membership or voted on. Herein lies my confusion: TLC is a democratic organization in dire financial straits. The issue of inalienability should in no way hamper the transfer of 28 properties to another Trust. Although I am a Supporter of Wildwood (my wish to have Wildwood remain in the public domain as an educational ecoforest), I do see merit in how Ecoforestry Institute Society is offering to “transfer $$ to satisfy creditor debt” rather than “buy” the property. Removing the term “inalienability” from TLC bylaws would allow any and all properties held by TLC to be sold, privately or otherwise, at any time. Where then is TLC’s mission “Special Places. Forever, for Everyone.” ? This issue is much bigger than Wildwood, and it is sad that TLC members who are putting forth motions are being touted as focused on only WIldwood. The issue of inalienability is much bigger than one property. What is at stake is the foundation on which TLC was built. It is why the public donated millions of dollars to save precious spaces. It is why we continue to want to be involved and visit the properties we hold invaluable…and inalienable. I would ask TLC Board to see member concern as a desire to work WITH TLC and not against what is best for the organization. As I have stated to Board members and TLC members, it is not the Board or the Members who are being railed against ~ it is the message. Let’s consider the task ahead to be a TLC Work Party of old, let’s roll up out sleeves and get down to the work of satisfying the creditor needs as well as keeping TLC’s reputation in tact…WE CAN DO IT! Wildwood in the public domain as an educational ecoforest, where the public can visit and learn and enjoy. I have started a Supporters of Wildwood page, please visit. It is a non partisan page to share stories of WIldwood and Magnificently Unrepentant Merv Wilkinson. Thanks.

  9. Margaret Dyke July 1, 2015 at 12:53 pm - Reply

    I did not attend the meeting on June 12 so have been reading about it online. I am really struggling to understand why the board should feel it right to change founding bylaws…effectively redefining “inalienable”.
    When does protected not mean protected? When you leave special property to TLC. Not a joke.

    I understand TLC intends to transfer 28 ecologically sensitive properties to the Nature Conservancy of Canada and the Nature Trust of BC, as well as Monk’s point to the District of Tofino, to continue the protection TLC is no longer able to provide. Great solutions. However I am amazed that the plan is to sell Wildwood Ecoforest (a unique and internationally recognized entity in my “backyard”)to private interests. Surely the TLC promise to Merv Wilkinson and friends of Wildwood can only be kept by also transferring this property to another charity/charitable trust with similar purposes. The bylaw change presented on June 12 doesn’t ensure such transfer protection.

    I am sure there are many opinions about how best to protect present TLC lands while reducing the burden on this financially challenged organization. I ask that the board truly listen to members concerns. Members were neither allowed to present amendments to the special resolution nor forward a motion directing TLC to keep Wildwood Ecoforest protected by a charitable organization. It seems to me that at the meeting members were looking for a way to go forward consistent with the charitable purpose of TLC but were not heard. I trust that members input will be considered ahead of the presentation of any future special resolution.
    Currently I would support consideration of the Wildwood Protectors proposed alternative resolution A which I have read.

    I wish all of you the grace,wisdom and energy to go forward ensuring protection of B.C.’s special places in harmony with membership wishes.

  10. Will Cardinal July 1, 2015 at 5:03 pm - Reply

    WILDWOOD PROTECTORS SPECIAL RESOLUTION (ALTERNATIVE A)
    The special resolution (A) will seek the Member’s approval to amend the bylaws as follows:
    Be It Resolved: That Part 20 of the Bylaws of TLC The Land Conservancy of British Columbia be amended as follows:
    mend the bylaws as follows:
    Be It Resolved: That Part 20 of the Bylaws of TLC The Land Conservancy of British Columbia be amended as follows:
    PART 20
    PROTECTION OF PROPERTY
    20.01 The Directors may declare a property or an interest in land to be inalienable.
    20.02 When a property or an interest in land is declared to be inalienable, the Society will take every measure possible to ensure its protection in perpetuity.
    20.03 A property that has been declared inalienable shall be:
    (a) protected by a Conservation Covenant under section 219 of The Land Title Act (British Columbia). The Covenant shall be held by one or more organizations independent of the Society and shall, if allowed by the Registrar of Land Titles, prohibit mortgaging and restrict sale; and
    (b) protected by adequate insurance.
    20.04 A property that has been declared inalienable shall not be:
    (a) mortgaged under any circumstances; or
    (b) sold or transferred unless the Society is being dissolved, and then may be sold or transferred only to another society having similar purposes.
    20.05 An interest in land that has been declared inalienable shall not be released or sold.
    20.06 A property, or an An interest in land that has been declared inalienable may be :
    (a) shall not be mortgaged under any circumstances; and
    (a) (b) may be transferred or assigned only to a charitable trust or charitable society an organization having similar purposes to the Society, or to a municipal government for use consistent with the intended charitable purposes, provided that the Society retains a reversionary interest in the land and such transfer is approved by a Special Resolution of the Society; or
    (b) (c) may be transferred or assigned only to a charitable trust or charitable society an organization having similar purposes to the Society, or to a municipal government for use consistent with the intended charitable purposes, without a Special Resolution of the Society and without a reversionary interest, if the Society is being dissolved.
    20.07 The Society will seek to constantly improve the level of protection provided to inalienable property as new legal mechanisms become available.
    20.08 The Society may not remove inalienable status once granted.
    20.09 The reversionary interest withheld under s. 20.06 (b) may only be sold or transferred under the same terms as those described in 20.06 (b).

    Proposed Bylaw Amendment Fails at Extraordinary General Meeting
    Special Places. Forever, For Everyone
    BLOG.CONSERVANCY.BC.CA
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    Will Cardinal
    Write a comment…

    This appears to remove any ambiguity that may have concerned members previously!

  11. Roz Powell July 1, 2015 at 5:26 pm - Reply

    To Briony Penn and the TLC Board of Directors,

    RE: Member Input for Wildwood and future outcomes

    Please understand: this letter is absolutely NOT written, with any desire, whatsoever, to under appreciate anyone on the TLC Staff or Board or any of our supportive community members, who will all have knocked themselves out, at great personal sacrifice, past or present, to cause things to come around in this world in a positive fashion; we include ALL contributions, big, small, right and wrong. It is absolutely NOT meant in any undermining way, at all, and I want to be clearly understood on that, before going any further.

    With that said: I want to be equally clear that, as a member of TLC, I find the proposed changes to the Bylaws of the TLC, as put forward on June 12, 2015, at the EGM, to be utterly unacceptable.

    The mandate of this organization is to carry out the expectations of this membership and the community, with respect to land purchases that will protect all properties entrusted to us, from the time of each purchase, in environmental stewardship, forever forward. That IS this community’s understanding and there is no room to waver in that mandate.

    I find that it is utterly unacceptable to allow ANY such entrusted property:
    – to become an ‘acceptable exception’ or ‘collateral damage’;
    – to become ‘private’ property;
    – to weaken the bylaws of the TLC;
    – to become closeted or mysterious and in ANY way less than completely open in our reasoning or our dealings;
    – to fail to give adequate time for ALL members to become fully aware, involved and assured that our complete body is, together, making sound, heroic, stewarding choices that we wish to make — there is no room for private agendas, here;
    – to damage the reputation of the TLC, as a public entity;
    – to stymie any attempts by members to communicate or to vote;
    – to risk other properties in the future throughout the Province, in an attempt to compromise and mitigate damages or debts that would have occurred through unforeseen circumstances.

    This is about ALL of us coming together, at times of stress, and moving forward, not in a compromise, but in a solution — for all to witness and to be that much more proud of — an unshakable unity and bond that promises Wildwood Ecoforest WILL stand as a community-owned and managed trust, for all time, and that ALL TLC properties, henceforth, will never again become threatened or pawned, in an attempt to bolster our supporting organizational structures. It is far better to dissolve an organization and to protect the land and it’s promise of a future that will stand the test of time, than it is to sacrifice even one single property, perhaps others, by changing the bylaws.

    Until the solutions provided by EVERY member of the TLC and community have been heard, discussed and fully considered by the ENTIRE membership, there can be no alternative options sanctioned. I fully believe there is not one, but are MANY options available, at this time.

    I was a neighbour, took tours, attended gatherings and mushroom workshops. I learned what’s possible in sustainable forest management practices, was inspired by, wrote stories about and campaigned for Wildwood. When I needed contacts to make decisions about single tree harvest and wood use for our own forest, Wildwood was my automatic source. In fact, I was so inspired by my experiences that our trees still stand, completely intact. The feelings of reverent “awe” which I developed, at that time, made me want to “protect”, rather than to build. Forest management practices all over the world have been inspired and informed by Wildwood and Merv. Due to it’s unique position, if Wildwood were not to continue in it’s role, then achieving sustainability for our planet would be that much harder — seemingly impossible. How would people learn? Where would be the proof?

    Please, respect and include the contributions of this membership, as we move forward to a better time. If we need to go out and pound the pavement, again, then so be it. If we need to restructure or invent new hybrid models for land trusts, then so be it. But first and foremost, we are here to protect the land.

    Sincerely,

    Roz Powell

  12. Miyo Stevens July 7, 2015 at 7:38 pm - Reply

    Re: Proposed Bylaw Changes to The Land Conservancy Constitution
    I voted against TLC’s proposed Bylaw changes because I strongly believe in the land trust movement. Wildwood and TLC taught me to believe. TLC’s Bylaw 19.04 states ”The Society will conform to, or exceed at all times, the Standards and Practices as developed by the Canadian Land Trust Alliance [CLTA].” Wildwood is my experience of land trust. I lived near Wildwood for many years; through my relationship with Wildwood I learned about its value as an example of the less than 1% of older Douglas Fir forest community left on our east coast of Vancouver Island. Wildwood is what I know of TLC properties and the concept of land trust.

    The Canadian Land Trust Standards and Practices, written by the CLTA, is “designed primarily for land trusts with charitable status”. The CLTA Standards and Practices are very clear of the need to “preserve integrity of [the] land trust sector”, of “upholding public trust” and for our nation’s conservation work to be carried out with a responsibility that ensures that “all land trusts operate effectively and that their conservation efforts are lasting”.

    The CLTA Guiding Principles include integrity – – to ensure the integrity of the land trust sector as a whole may be preserved. Another Guiding Principle is perpetual responsibility. “As such, land trusts have a responsibility to act in the long-term best interest of both the properties, themselves and their organization.”

    I am reflecting what I have heard TLC Members, donors, and the concerned public ask as they explain to me what has caused them to lose confidence in TLC specifically and the land trust movement in general. These are questions I ask myself during this difficult time we are going through, as Members of a land trust:
    Doesn’t it destroy the integrity of TLC or any land trust to propose bylaw amendments that remove wording which protects inalienable property from being sold to private parties?
    Wouldn’t you and I, as Members and the Board be eroding the public trust to allow TLC to set a precedent whereby after a donor has died, the Board or others can re-interprete what was agreed upon before death?
    Aren’t we defeating the purpose of a land trust and specifically TLC to remove wording that, upon dissolution of the Society, prescribes for sale or transfer only to another society of similar purposes?
    Isn’t it trampling on the confidence and responsibility placed in the Board for the Board to re-interpret our understanding of the word “inalienable” after the fact of donating funds or land itself to our beloved land trust?

    Rather than label those of us who question as adverse, I would like TLC to recognize that those of us who voted against TLC’s proposed bylaw changes did so because we strongly believe in the land trust movement. We want TLC to reflect well upon the land trust community as a whole and act in the long-term best interest of the properties and the organization.

    Sincerely, Miyo Stevens, TLC Member in good standing.

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