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