NEWS RELEASE
THE LAND CONSERVANCY OF BC ACCEPTS PURCHASE AND SALE AGREEMENT
FOR WILDWOOD ECOFOREST FROM MERV WILKINSON’S APPRENTICE
Previously accepted offers for the site unable to be completed by Ecoforestry Institute Society
FOR IMMEDIATE RELEASE: July 23, 2016
Victoria, BC – The Land Conservancy of B.C. (TLC) has accepted an offer to purchase Wildwood Ecoforest from Mark Randen, a local ecoforester and former long time apprentice of Merv Wilkinson. The accepted agreement includes a covenant and forest management plan that will ensure that Wildwood remains a working ecoforestry operation and continues Merv Wilkinson’s vision to further promote ecoforestry as a mainstream alternative to clearcutting.
Randen was a protégé of Merv’s who worked closely with the ecoforestry pioneer for 12 years. Randen continues to demonstrate the principle of sustainable ecoforestry, taught by Merv, on his Gabriola Island-based ecoforestry site. Randen’s management of Wildwood will heavily feature opportunities for education, visitation and the training of apprentices to pass along knowledge, skills and abilities to the next generation including First Nations students.
The accepted offer is mortgage free thereby protecting the site from potential foreclosures. The proposed transfer would recover $625,000 in direct funds to pay creditors and $100,000 in creditor forgiveness. TLC will be required to return to the Supreme Court of B.C. to seek Court approval to transfer Wildwood Ecoforest.
“TLC acquired Wildwood Ecoforest from Merv Wilkinson and his family to see the site operated as an example of sustainable ecoforestry,” said Frances Pugh, TLC Board Co-Chair. “With a favourable ruling at our next Court date we will be able to achieve what TLC set out to accomplish through the CCAA process; Merv Wilkinson’s legacy will continue to be protected through a covenant and management plan while TLC’s creditors will be paid to the greatest extent possible.”
TLC had previously attempted to sell Wildwood Ecoforest to the Ecoforestry Institute Society (EIS). The two non-profits signed an agreement in November 2015. In December 2015, days before the scheduled Court date, EIS withdrew citing the inability to complete the deal.
Subsequent negotiations resulted in an offer that replaced a cash component with a mortgage. Additionally, TLC offered to accept partial payment in the form of a take back mortgage in order to maintain the return to creditors and provide the ability to intercede if there was a default on the first mortgage. TLC set a Court date to approve this transfer and again EIS withdrew indicating that donor support had eroded. A third Court date was set and cancelled when EIS again experienced difficulty to meet the financial commitments in the signed sale agreement.
“TLC has stood with keys in hand on three occasions, December 2015, April 2016 and June 2016, having signed a contract to sell conditional on Court approval. EIS has caused each of these Court dates to be cancelled purportedly due to the inability to fund the purchase price,” said Cathy Armstrong, TLC Executive Director. “The Board of Directors and I no longer have faith in EIS’s ability to complete the purchase of Wildwood Ecoforest or to fund ongoing operations after purchasing.”
To date TLC has raised more than $5.1 million in direct funds and creditor forgiveness from its transactions under the Plan of Arrangement. These funds have been utilized to repay in full the Debtor in Possession loans, as well as pay fees of lawyers and the Court-appointed Monitor, property taxes and mortgage claims by secured creditors. Secured creditors are owed a remaining $700,000 while unsecured creditors are owed $3.5 million.
The completion of TLC’s Plan of Arrangement will require the sale of densities zoned on Abkhazi Garden and the transfer of Lohbrunner Farm, the Historic Joy Kogawa House, 6% undivided interest in Maltby Lake, and Wildwood Ecoforest. TLC will be meeting with creditors in the fall to seek acceptance of a revised Plan of Compromise and Arrangement that will outline the strategy to complete the CCAA process.
Upon completion of the CCAA process TLC will continue to protect sensitive ecosystems through the monitoring and enforcement of more than 230 conservation covenants throughout B.C.
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 contact:
Cathy Armstrong
TLC Executive Director
Office (250) 479-8053
Cell (250) 588-4945
Wow! No one is leaving a comment! Is that because TLC just doesn’t appreciate or is afraid of feedback from members? The community? The public? Community engagement apparently is not a desirable element, except when taking people’s money.
As a past donor to TLC’s purchase of Wildwood, I strongly object to its now being sold to a private individual. TLC had assured us this could not happen because donors had received tax receipts. How can it now be legal? And what about TLC’s betrayal of trust? If Merv Wilkinson had wanted Wildwood to be privately owned, he would have sold it himself, not arranged for TLC to carry his vision into the future. TLC, you are a huge disappointment.
TLC’s behavior in this matter appears to be highly unethical and likely illegal. TLC should take careful thought as to whether it wishes to be remembered in the history of British Columbia as such an organization.
Thank you all for taking the time to comment with your concern for Wildwood Ecoforest.
TLC’s Board of Directors welcomes feedback from TLC Members, donors, creditors and partners. This comment feed is one means by which the public can provide feedback, but they can also call our office, email, or write to us.
TLC’s actions throughout the Companies’ Creditors Arrangement Act (CCAA) process are overseen by Madam Justice Fitzpatrick of the Supreme Court of B.C. and the Court-appointed Monitor Wolrige Mahon Ltd. The Court and its appointed Monitor ensure that TLC acts in accordance with law.
TLC will be required to return to the Supreme Court of B.C. to seek approval to transfer Wildwood, therefore any transfer of the property will be legally completed.
The Land Conservancy of BC worked hard to protect natural and historical treasures from private exploitation. Now they are selling Wildwood to a purchaser who “showed them the money.” Those who donated to keep Wildwood in the public domaine feel betrayed and fear for the future of the ecoforest.
It is by no means clear that the judge will render the decision you presently wish. I can have a lawyer acting for me, even a battery of them, and still be very, very wrong in my procedure and actions.
As a donor to preserve Wildwood, I am appalled at the idea that it is now being sold to a private person. What about all the educational aspects of the place Merv loved? What about the public trust that this area was going to be preserved?
How tragic this is for the TLC to be engaged in efforts to sell Wildwood privately. The words that greet me as I open the TLC website appeal for donations to save special places forever for everyone. I donated so Wildwood would be saved for everyone FOREVER. Not to be sold privately. This action is in violation of the vision and goals that the TLC purports to stand for. I feel upset and betrayed by this and also by the attempts above by the admin to explain how this action could be “legal”. Should the TLC attempt to proceed, the loss of credibility and trust will be insurmountable. Why would anyone support the TLC again?
The inconsistencies in the process are deeply concerning. This process has not been open for members to follow or give feedback on. The explanations don’t add up. I agree with a previous commentor that if Merv had wanted this to go to a private individual he would have arranged that. Why it would not be a priority to get it int he hands of the non-profit that we was actively engaged with is confusing.
TLC already has significant trust issues from past behaviour. Setting up closed processes where there are clearly deep concerns just reinforces the question of TLC’s competence in being an effective member- and donor-accountable organization.
I want my donation back. I did not donate to the purchase of Wildwood for it to be sold to a private individual. I donated to protect a precious forest for public interest. This is an atrocity!
I live down the road from Wildwood on Yellowpoint Road and have always admired Merv’s vision of eco-forestry. While I suppose that a sale to a fellow eco-forester and Merv’s apprentice might seem appropriate, I cannot help but shake my head at TLC’s notion of “conservancy”.
TLC took stewardship of Wildwood because of donations made by the public to hold Merv’s property in trust (which is what Merv wanted). To make a sale to a private individual (eco-forester or not) is counter to what every donor believed would happen to Wildwood under TLC’s stewardship.
A sale to a private individual is a complete and utter violation of trust and – worse – an underhanded way of “profiting” on the backs of the very donors that the TLC needs in order to operate. Shame on the TLC.
I really hope that the BC Supreme Court recognises this duplicity and does not allow this sale to happen. EIS is willing and prepared to complete the agreement signed last November. They are a far better fit for this property and further, a sale to that organisation will fulfil Merv’s wishes.
I see that the comment I wrote last night has not been posted. Was it offensive? Could you please advise me the reason it was rejected and I will correct it.
Thank you
This is disgraceful, committing fraud against donors to cover your poor management skills. SHAME ON YOU. Please reconsider and transfer this property to another charitable society that can preserve it and share it with the community as you promised Merv Wilkinson you would do when you accepted his $150,000.00 donation and agreed to protect his beloved property! You have violated everything you are meant to stand for. Inalienable, it is INALIENABLE – you declared it, now follow through or give the donations back.
hmmmm…..receivership law trumps society act…interesting. I, for one am very disillusioned with TLC. I knew Merv and am steadfast in the knowledge that his wish was to keep Wildwood in the public domain. The fact that TLC (to which I have been a donor, helped save Wildwood the first time and worked many many hours volunteering over the decades) has betrayed my trust and is allowing our beloved Wildwood to become a private estate leaves me feeling ill). If Wildwood goes into private hands, I want the money I donated to save it the first time repaid in full AND I expect to be paid for all the volunteer hours I have put in to support TLC. I think it only fair.
I am very disappointed with TLC’s announcement of the sale of Wildwood to a private individual. I found the announcement contained information that was inaccurate and blames Ecoforestry Institute Society (EIS) for all the delays in transferring the property to EIS. I certainly hope that the courts are given accurate information and recognize that friends and family donated to pay off the mortgage on Wildwood so that it would be protected as Merv wanted, as a teaching and educational centre for all. I am really disgusted with TLC for purporting to protect “important habitat for plants, animals and natural communities as well as properties with historical, cultural, scientific, scenic or compatible recreational value” then agreeing to sell Wildwood to a private individual. The many times I was visiting Wildwood, Merv, my uncle, was very clear that he wanted Wildwood to be preserved as a teaching and educational centre, showing how selective logging was the best way to use the trees but maintain the forest for the future. He taught children the importance of preserving the forest for all lifeforms and how a healthy forest is necessary for a healthy world. He trusted the TLC to do as they promised to do just that, NOT sell it to cover TLC’s poor financial investments. Wildwood supporters and EIS raised the money to pay off the property mortgage and have it declared INALIENABLE. How can you even consider selling it to a private individual? I certainly hope that Madam Justice Fitzpatrick of the Supreme Court of B.C. and the Court-appointed Monitor ensure that TLC acts in accordance with its own bylaws and insists that Wildwood be transferred to an appropriate charitable society, such as EIS. (Please read TLC’s Bylaws Page 31: END#2B: PROTECTION OF “SPECIAL PLACES”.)
The TLC Board has so disappointed me. It appears to them that Wildwood is yet just another business transaction to be finalized so cash can be acquired to get them off the hook. Merv’s grand idea of a haven for wildlife be damned and his ideal of a forest free to withstand the demand of making money is to be lost. Those of us who donated to save the forest agreed with Merv’s idea and shared his ideals. To learn now that the money we gave is for the pocket of a single individual shatters the dream that Merv wanted us to share.
What the hell I WORKED THEIR and visited many times
and donated $, time and supplies over the years. It was always
with full trust in Merv and Annie and others who worked to
create a renewed way of using the forest.
I have no faith in TLC and they basically ran themselves into
the ground and squandered any creative possibilities for success.
I left a comment here on July 27th. I see that other comments from that date are now published, but not mine. Why not? (Below is the comment I made on that day)
================
I live down the road from Wildwood on Yellowpoint Road and have always admired Merv’s vision of eco-forestry. While I suppose that a sale to a fellow eco-forester and Merv’s apprentice might seem appropriate, I cannot help but shake my head at TLC’s notion of “conservancy”.
TLC took stewardship of Wildwood because of donations made by the public to hold Merv’s property in trust (which is what Merv wanted). To make a sale to a private individual (eco-forester or not) is counter to what every donor believed would happen to Wildwood under TLC’s stewardship.
A sale to a private individual is a complete and utter violation of trust and – worse – an underhanded way of “profiting” on the backs of the very donors that the TLC needs in order to operate. Shame on the TLC.
I really hope that the BC Supreme Court recognises this duplicity and does not allow this sale to happen. EIS is willing and prepared to complete the agreement signed last November. They are a far better fit for this property and further, a sale to that organisation will fulfil Merv’s wishes.
============
I have since contacted TLC directly (utilizing the same comment) and the prompt reply I received indicated that the TLC board considered both offers but that Mark’s was financially superior (all cash, no mortgage) and that it also provided similar learning opportunities and public-use access.
I would like to know what legal documents guarantee that Mark (or his successors & heirs) can’t just decide to do something else with the property? This is my primary concern in protecting Merv’s legacy in perpetuity and why I believe a sale to EIS is a far superior solution.
It is apparent that TLC chose financial expediency over conservancy. For shame.
My apologies on the delay in approving your comment Scott. Our website tagged it as spam.
Kind regards,
Dianna Stenberg
TLC Communications & IT
This is a call for the TLC and the EIS to do the right thing.
Sell it to me.
I will do what is right.
August 11, 2016
Dear Directors of The Land Conservancy of BC (TLC),
I am shocked and upset beyond words that TLC has announced the sale of Wildwood to a private owner.
I have been a TLC member and supporter since 1999, and I was one of the many many donors who contributed so that TLC could purchase and protect Merv Wilkonson’s legacy in perpetuity.
Wildwood was my home for a decade (2000-2010). I am intimately familiar with the mature forest and generations of animals that shared this land with me – animals like the pileated woodpecker and barred owl, which depend on mature dead snags for breeding habitat. Animals that can not survive in a decimated clear-cut landscape.
Merv was my friend and inspired me through his work to demonstrate an alternative to clear-cut logging. His ecoforestry operation is living proof that we can harvest from the forest while maintaining ecosystem health. I was privileged to hear Merv speak to groups of students of all ages, and from across the continent. As Merv aged and his mobility decreased, Jay Rastogi would lead the tours around the property and bring the students down to visit and learn from Merv. I also witnessed the dedication of volunteers from the Ecoforestry Institute Society (EIS) who volunteered weekly to maintain the property and help with the forestry and educational programming.
I recognize TLC is under extreme pressure to pay back creditors, and I can’t imagine the hard-work, stress and challenges you have faced to do so while ensuring TLC’s special places remain protected.
At the same time, I can not understand your choice to sell Wildwood to a private buyer, especially given the opportunity to transfer Widwood to a suitable charitable organization with a mandate in ecoforestry.
As you are well aware, the community helped raise $860,000, and Merv contributed $150,000, so that TLC could purchase this world-renowned place of inspiration and education. When the final donation was received to pay off the mortgage in full, TLC deemed Wildwood inalienable and promised to protect it forever.
TLC is reneging on that commitment and I feel angry, betrayed and bewildered.
Clearly for the last couple of years TLC has intended to privatize Wildwood, rather than work with the community to ensure Wildwood remains in the public domain. The Plan of Compromise and Arrangement, filed in Supreme Court February 23, 2015, outlines TLC’s plan to sell Wildwood to private interests for $860,000.
Even after being presented with strong public opposition to a private sale, TLC has held onto this plan for Wildwood.
Throughout the spring of 2015 TLC received numerous emails and phone calls from members and donors who were concerned about the privatization of Wildwood. TLC directors were reminded that the society’s bylaws prohibit the proposed sale, and that Wildwood and other inalienable properties may only be transferred to another charitable organization with a similar mandate if TLC were to dissolve.
Donors donated on the premise that Wildwood would never be sold. To do so would contravene the Charitable Purposes Protection Act, a provincial law. If TLC were to set the precedent to sell an inalienable property to private interests, who will want to donate to any land trust again ever? I am baffled why the board of TLC would risk an expensive court battle, and threaten the integrity of the entire Land Trust movement, in order to complete this private sale?
In April 2015 a group of concerned citizens and TLC members formed the Wildwood Protectors (WP) to oppose the sale of Wildwood to private interests, and work to ensure this legacy remains in the hands of a not-for-profit charitable trust or society.
On May 28, 2015, WP couriered TLC a letter signed by 50 forestry professionals, conservationists, biologists, naturalists, university professors, citizen scientists, advocates of wilderness preservation and environmental sustainability, as well as members of TLC and donors to the campaign to purchase and protect Wildwood. This letter stated:
“We are aware that a non-profit Society has put forward a proposal that would keep Wildwood protected with a covenant under a charitable land trust ownership, while providing TLC with $600,000 in cash and creditor contributions.
We respectfully request that TLC set aside any possibility of a private sale of this important property, and work toward a solution that fully protects the legacy of Wildwood by keeping the ownership and management public. If TLC is unable to continue to hold ownership of Wildwood, we request that the property be transferred to another charitable land trust”
In June of 2015, TLC members presented the board with a petition which opposed the sale of Wildwood to private interests, and requested that TLC ensure Wildwood remains in the hands of a charitable trust or society (484 signatures gathered on paper and 1,284 signatures gathered online). (Since then another 562 signatures have been gathered, bringing the total to 2,330 signatures.)
Despite this public opposition, TLC attempted to change the society’s inalienability bylaws in a way that would have permitted the sale of Wildwood to a private buyer at an Extraordinary General Meeting (EGM) on June 12, 2015. A bylaw change was necessary in order for TLC to transfer other inalienable properties to the Nature Conservancy of Canada, but that objective could have easily been accomplished without compromising Wildwood’s protection.
Prior to the EGM, on May 24, 2015, I sent a letter to the TLC Board of Directors on behalf of the Wildwood Protectors stating that, as TLC members and concerned citizens, we did not support the proposed bylaw amendments because they would permit the sale of Wildwood, an inalienable property, to a private individual.
In this letter we also proposed alternative amendments to the Special Resolution which would have permitted the transfer of 26 other inalienable properties to the Nature Conservancy of Canada, while ensuring that Wildwood also remained protected in the hands of a charitable trust or society. We requested to work with TLC’s legal counsel to ensure our proposed amendment did not compromise the Plan of Compromise and Arrangement.
TLC refused my request to forward these proposed amendments to the membership for consideration prior to the EGM, and refused our requests for a contact list so that we could communicate our concerns to the TLC membership and give them the opportunity to have us represent their proxy vote.
The TLC board did not allow my amendments to be considered during the June 12 EGM. I was also not permitted to put forward a motion to direct TLC to transfer Wildwood to the Ecoforestry Institute Society.
Let me repeat that. TLC denied my rights as a member to present alternative bylaw changes which would have allowed the transfer of inalienable properties to other charitable trusts without asking the court to lift the current bylaw provisions, while retaining inalienability protections for Wildwood. I can only assume the TLC board did so in order to hold onto your plan to sell Wildwood to a private buyer?
Consequently, TLC members were forced to vote down the Special Resolution in order to retain protections for all inalienable properties – now and into the future.
I am concerned that TLC wrongfully represented these facts, and maligned Wildwood supporters to the TLC membership. In a letter to all members July 8, 2015 Mr. Shields wrote about the EGM:
“At that meeting, a vocal group with a singular focus on one property (Wildwood Ecoforest) showed up with the express intent of blocking the amendment to the bylaw. The meeting’s chairperson explained that by doing so they would jeopardize the transfer of the other environmentally sensitive lands and potentially sabotage the Plan to pay creditors. The group’s spokesperson stated they that they did not care about TLC and its problem, they only wanted to address the future of Wildwood. The group objected on the floor to admitting the proxy votes from Members around the province, disenfranchising more than 200 voters who could not be there in person. As a result the motion failed and the Plan now lies in the balance.”
I was at the entire EGM, and I was the designated spokesperson for the Wildwood Protector group. Nobody expressed that we did not care about the future of TLC and only about Wildwood. I repeatedly expressed a desire to find a win-win solution that would allow the transfer of properties to NCC while keeping Wildwood protected– as indicated by my letter of support for the transfer of properties to NCC that you submitted to Justice Fitzpatrick.
With regards to “disenfranchising members”, I find that statement ironic given how my voice and rights have been suppressed in this struggle to keep a special place protected. For clarity, TLC bylaws did not allow proxy voting on the special resolution at the EGM. While I do strongly support a voting system that allows everyone a fair vote, I take issue with the unfairness of TLC’s proxy voting system. The board and staff had access to disseminating info and gathering proxy votes from the entire membership, but suppressed a group of concerned members from doing the same. I call that stacking the deck in your favour rather than a democratic process. We did what we had to do to keep Wildwood from being sold to private interests and maintain the spirit of the inalienability bylaws.
I am concerned that TLC also wrongfully represented facts about the vote on the Special Resolution to Justice Fitzpatrick. In the Reasons for Judgement Oct 16, 2015 by Justice Fitzpatrick wrote:
[38] This argument is also addressed, in large part, based TLC’s counsel, Mary Buttery’s, submissions at the application for approval of the Plan and the granting of the Sanction Order. At that time, Ms. Buttery expressly stated to the Court that the Plan did not address the issue of inalienability, and that this issue would still attach to those properties. She also stated that there was no blanket removal of certain issues, including inalienability, and that the issues would be addressed on a case-by-case basis. There was a specific discussion between Ms. Buttery and me that the matter should first be addressed at the governance level, which may resolve the issue, and that the Court should be asked for relief only if it was necessary.
[40] It was always contemplated that if the inalienable designation could not be removed by TLC through its governance structure, a court order could be sought. Needless to say, no court order would have been required if TLC was able to pass a special resolution to address the matter.
[61] In any event, I agree with TLC’s counsel that the evidence suggests that the majority of the members who voted against the amendments were supporters of Wildwood Forest. Unfortunately, it did not seem possible to separate the issue of the NCC sale from the Wildwood Forest issue and both failed as a result.
Members could have easily resolved this issue without asking the court to lift the bylaw provisions for the transfer of properties to NCC. Please find attached three alternative bylaw amendments that I proposed weeks prior to the June 12 EGM.
I wonder how the court monitor, Justice Fitzpatrick, and TLC creditors would feel if they were aware of the financial resources that went into holding an EGM where members were denied their right and the opportunity to address the issue of inalienability, and the subsequent legal fees and court time required to lift the inalienability – all because the TLC board wouldn’t let go of the plan to sell Wildwood to a private buyer.
All this happened while the Ecoforestry Institute Society, a not-for-profit charitable organization with a suitable mandate and experience in managing Wildwood Ecoforest, attempted in vain to get TLC to consider their offer to purchase Wildwood for $600,000.
The community was delighted when TLC finally began to negotiate a sales agreement with EIS. Although I must say I remain quite angry at the asking price of $860,000. It is completely unfair and unethical that the community should have to pay a second time for a property we already purchased and protected. 26 properties were transferred to NCC for a total of $1.5million. That’s just upwards of $55,000 each property, so why has TLC created such a barrier for the community to ensure the continued protection of Wildwood by asking $860,000?!!!
The community’s relief has shifted to concern and anger since the unexpected announcement of a sale of Wildwood to Mark Randen in July 2016, TLC has again been flooded with opposition from concerned donors, members and citizens. If you haven’t already, please visit TLC’s website and facebook pages to see comments people have written.
In response to people’s concerns, TLC’s Executive Director Cathy Armstrong repeatedly rationalizes the privatization of Wildwood by assuring protection will be achieved in private ownership under a covenant and management plan – rather than hearing the wishes of members, donors and Wildwood supporters that TLC entrusts Wildwood to a suitable charitable organization.
When reminded that TLC deemed Wildwood inalienable, and as such a sale to private hands would contravene TLC bylaws and the Charitable Purposes Preservation Act – Ms. Armstrong asserts that it is indeed legal to sell Wildwood.
In an email to me July 25, 2016 Ms. Armstrong states:
“The issue of inalienability is resolved, and it cannot be used in court to oppose a sale. The issue of a land trust selling to an individual has precedent in that TLC has successfully transferred two properties or interests in properties to private individuals with the Supreme Court sanctioning those sales.”
In a second email to me, Ms. Armstrong wrote:
“Jessica you need to be aware that TLC already has, on two occasions with the sale of Keating Farm, and the sale of Maltby Lake 29%, sold properties to private individuals. These transfers were sanctioned by the BC Supreme Court. Therefore, not illegal acts.”
In response to more than two dozen comments from people opposing this sale of Wildwood on TLC’s facebook page, Ms.
Armstrong states:
“Madam Justice Fitzpatrick of the Supreme Court of B.C. has lifted the inalienability section of TLC’s bylaws in her previous rulings for property transfers. Fitzpatrick and the Court-appointed Monitor Wolrige Mahon Ltd. oversee the organization’s work in the CCAA process to fulfill its obligations to creditors. TLC will be required to return to Court to seek approval to transfer Wildwood. Through the CCAA process TLC has transferred properties to individuals.”
Maltby Lake and Keating Farm were not inalienable properties therefore their sale to a private buyer was not prohibited by TLC bylaws. By contrast the sale of inalienable properties like Wildwood to private interests is prohibited by TLC bylaws.
Justice Fitzpatrick did rule that she could override TLC bylaws on inalienability, but that she would do so by carefully considering the circumstances for each individual transfer. She approved the transfer to the Nature Conservancy because it aligned with the intentions of TLC bylaws by selling the inalienable properties to another suitable charitable land trust. There was no opposition to this sale.
It appears to me that Ms. Armstrong is misconstruing Justice Fitzpatrick’s words, instead of communicating them to members as ordered by the court. Is TLC attempting to convince members to accept removing the inalienability bylaw at the upcoming AGM, because it “makes no difference, the Judge already did it”?
In reading the Reason for Judgment in the NCC case, I can see that Justice Fitzpatrick understands there is significant opposition to lifting the inalienability bylaws specifically because this would enable the private sale of Wildwood.
In the Reasons for Judgement Justice Fitzpatrick wrote:
[62] …. the sale to NCC is certainly with the spirit of the Bylaws. Their failure to specifically address this particular situation should not stand as any impediment to a sale where the inalienable designation exists. In substance, the sale to NCC achieves the Bylaws objective, which is to ensure that the lands are transferred to a like-minded organization when TLC is no longer able to care for them.
[65] In conclusion, I am satisfied that this Court has jurisdiction under the CCAA to approve a sale of properties of TLC in these circumstances. Pursuant to that jurisdiction, the Court may approve any sale of TLC’s properties so as to override any inalienable designation found in the Bylaws.
[66] My conclusion as to the Court’s jurisdiction to override the inalienable designation applies to both the properties which are to be transferred to NCC and the remaining properties with an inalienable designation that are still held by TLC. However, I wish to make clear that in respect of further transfers, TLC will be required to establish that any transfer of the remaining properties is appropriate in the circumstances before the Court will exercise this jurisdiction. Such an inquiry will, of course, consider the reasons for the inalienable designation in the first place.
[76] …. The process leading to the sale was reasonable in that the sale to NCC represents the results of substantial efforts by TLC to obtain an offer from a like-minded organization.
I am confident that Justice Fitzpatrick will seriously consider the reasons for Wildwood’s inalienability designation, the strong opposition to a private sale by TLC members and donors, possible further legal expenses if the sale is challenged in higher court under the Charitable Purposes Protection Act, and the impact on the overall Land Trust movement.
TLC would be hard-pressed to demonstrate substantial efforts to transfer Wildwood to a like-minded organization when you chose a sale to a private buyer over a standing offer from the Ecoforestry Institute Society.
Frankly, I really don’t think Justice Fitzpatrick is going to approve the sale. However if she does, I believe the community will challenge it in higher court.
I do not understand why TLC would be risking the expense and negative publicity of being taken to court over the sale of Wildwood when there is a clear alternative that keeps Wildwood protected as per the spirit of TLC bylaws?
I’m guessing that the TLC board might also worry whether Justice Fitzpatrick will lift the inalienability bylaws to allow the sale of Wildwood. I’m wondering if your strategy will be to delay bringing the Wildwood sale before the court until after the upcoming AGM on October 22 where you will again attempt to remove the inalienability bylaws?
Since I’m concerned about the future of Wildwood, I would like to exercise my rights as a TLC member to put forward an amendment to the proposed bylaws changes and retain the inalienability provisions. I would further request that I have the opportunity to communicate my reasons with the membership prior to the AGM, and give them to opportunity to send a proxy vote in favour retaining inalienability protections. Please advise me how to go about this.
You can count on me being at the front of the courtroom the day TLC attempts to get approval to privatize Wildwood, and I will ask Justice Fitzpatrick permission to speak.
Wildwood is more than an “ecoforestry” operation. Wildwood is a place of community involvement, education and inspiration around the movement to create sustainable forestry practices in our province and around the world. The community needs to be involved in overseeing the forestry practices, the educational initiatives, and the advocacy work. That was Merv’s wish. This will not happen in the hands of a private new owner, and there is absolutely no certainty what would happen when Wildwood is sold to the next private owner.
I hope you will seriously reconsider the sale to a private buyer, and choose the ethical path of transferring Wildwood to the Ecoforestry Institute Society.
Thank you for your time in hearing me out. I had a lot weighing on my mind.
Jessica Snider
HELP KEEP WILDWOOD PUBLIC AND PROTECTED BY A CHARITABLE ORGANIZATION
Add your voice to this petition with already 1,892 signatures online and 484 on paper.
https://www.change.org/p/save-wildwood-ecoforest-don-t-let-it-be-sold
More info at http://www.savewildwood.com
Could someone from TLC please post links showing that Mark Randen was at any time an apprentice of Merv Wilkinson? I cannot find any, so am left puzzled. Any time I visited with Merv, and any promo material I have seen on Wildwood, Jay Raastogi has been featured. Thank you.
Open Letter to the TLC Board from Barry Gates, Vice Chair of EIS
For the past 20 years, I have travelled to Merv Wilkinson’s Wildwood for inspiration and to learn about Ecoforestry. An uncompromising character and icon, Merv provided both, and in the process changed our thinking about mainstream forestry. In 2001, Merv and his former wife Grace passed the “Wildwood legacy” to two organizations they trusted in keeping with their wishes to protect Wildwood, in perpetuity, as a public resource: TLC to wrap it in a veil of protection through its inalienability clause; and the Ecoforestry Institute Society (EIS) to carry the management, harvesting and education programs. EIS took on the responsibility by organizing dozens of volunteers to deliver programs to thousands of people ranging from elementary school children to forest professionals from around the world. TLC was a willing and supportive partner for EIS.
On July 23, 2016, this changed. TLC, currently in creditor protection, had to choose between two radically different proposals for the future of Wildwood. A proposal from EIS would have transferred Wildwood to a charitable organization to be placed in a non-beneficial trust called the ‘Wildwood Trust’ and protected by a state of the art ecoforestry covenant and management plan. This would ensure its protection, in perpetuity, and its ongoing access by the public. The second proposal was a sale to a private individual with no guarantees of succession, public access, and with a ‘for profit’ motive which would see all revenues from Wildwood go to that individual. Essentially, it is a privatization of Wildwood. The difference in price between the proposals was $25,000. TLC chose this privatization of Wildwood over its transfer to a fellow environmental organization for a gain of $25,000.
It is my belief that this decision is a betrayal of trust to Merv and Grace, to the good people who paid off the mortgage on Wildwood and to the Land Trust movement in general who now have to deal with their own donors questioning whether or not properties will actually remain protected. I believe it’s also a betrayal of TLC supporters and its membership by placing financial gain above its stated value of “protecting ecologically significant properties, forever, for the benefit of the public.” It’s sad to see an environmental organization in financial trouble. It’s even sadder to see it compromise its principles and values, and put properties at risk to bail out its past bad decisions. If this is an indication of the “new” TLC that will launch when it emerges from creditor protection, I believe the public will have a difficult time supporting it.
In closing, I would ask both the public and TLC members to challenge the board on this decision. I believe the survival of this once proud organization is at risk if this is allowed to stand.
Barry Gates, Vice Chair, Ecoforestry Institute Society
August 2016
The proposed privatization of Merv Wilkinson’s inalienable-status Wildwood Ecoforest by The Land Conservancy of BC (TLC) is a crisis in land conservancy. It has far reaching results that impact the land trust movement.
It is incredible that TLC’s intention contradicts TLC’s own charitable land trust bylaw which states that inalienable land can only be transferred “to an organization having similar purposes to the Society”. Equally unimaginable is the thought that TLC would consider trashing one of the most important bylaws and principles on which the land trust movement is dependent.
TLC’s stated intention clear-cuts the public’s trust in the long-standing tenets of land trust community practices and standards. Who of the donors to purchase and protect Wildwood forever would have done so knowing that TLC would sell to a private buyer, and allow for private ownership and private management? I am a long-time TLC member and I would not have.
Holding special lands in common and in perpetuity is a valuable and imperative practice. It needs to be protected. It is a part of the “safety net . . . as we move forward into a perilous future” that Jan Slakov speaks of in the August 11, 2016 edition of Island Tides.
Miyo Stevens
This is a copy of the Letter to the Editor sent to The Island Tides. Over and over again, I hear citizens state the sentiments I have expressed above along with their utter disappointment in TLC as a land conservancy. TLC’s actions do point to a “perilous future”.
Posted on behalf of Gary Backland, with permission
August 2, 2016
To The Land Conservancy
I considered Merv Wilkinson as a friend and neighbor for about 30 years. Our family helped to raise funds over many years for TLC’s purchase of Wildwood. Like Merv, we are small scale forest owners.
I am shocked and outraged that TLC is once again contemplating selling Wildwood to a private party. I could understand this thought if TLC was a multinational corporation whose main concern was the bottom line and who cared little for the environment, but I thought that TLC stood for the greater good.
Please keep Wildwood out of private hands by selling it to the Ecoforestry Institute or other registered society that will protect Merv’s legacy. Selling privately with a covenant will not protect the forest – each time the covenant is broken, it will require someone to launch a court action, and what damage that has been done will most likely be difficult or impossible to undo.
Gary Backlund
BC Managed Forest 127
Ladysmith, British Columbia
Posted on behalf of Maggie Little, with permission.
Mon, Aug 3, 2015
To Whom it May Concern –
This is an appeal to the TLC Board members to do what is right, and that is to accept the Ecoforestry Institute Society’s purchase offer.
This internationally recognized demonstration forest, Wildwood, is a BC landmark asset, lovingly nurtured by Merv Wilkinson throughout his life. To now deny future generations the experience of visiting this gem would be a failure of the worst kind. This land was always meant to be preserved as a public heritage site. Do the right thing.
Yours sincerely
Maggie Little
Posted with permission from Cindy Wilson.
Wed, Aug 24, 2016
TLC:
I strictly oppose your decision to sell Wildwood in Chemainus to a private buyer. In addition to being illegal, your actions seriously jeopardize the future of land donations to organizations such as yours claiming to hold land in perpetuity. I have supported your organization in the past and am thoroughly disappointed in the board and management of TLC. I have donated to the legal fund to save Wildwood.
Yours truly,
Cindy Wilson
Shawnigan Lake, BC
Posted with permission from Eleanor Montour. Letter to TLC Board of Directors
Aug 2, 2016
I am extremely disappointed and upset with the TLC board’s insistence on selling Wildwood to a private individual, contrary to Merv Wilkinson’s wishes. It seems that we, previous donors, are not being given the whole story. Could you please answer the following questions for me?
– Was this a unanimous board decision? Were the TLC members given an opportunity to voice an opinion?
– When TLC was first in financial difficulty, it was announced that TLC properties would not and could not be sold to individuals because the properties had been purchased with donated money and the donors had received tax receipts. Is Wildwood the only one of the TLC’s properties where this policy was not followed? If so, why is Wildwood different?
– Other TLC properties were sold/transferred to similar environmental organizations, to carry on the protection previously promised by TLC. Was the Ecoforestry Institute the only organization considered in the case of Wildwood?
– Why is TLC determined to keep Wildwood out of the hands of the Ecoforestry Institute? To the general public following the story, it seemed that the Ecoforestry Institute felt that TLC were negotiating with them in good faith over the past year or so and that an agreement was imminent. Why the sudden shocking announcement of the sale to a private individual?
Thank you for your clarification.
Eleanor Montour
Duncan, B.C.
Posted with permission
Letter to TLC Board of Directors
Regarding the impending sale of Wildwood:
* The community donated over a million dollars so that TLC could purchase and protect Wildwood forever, not to be later sold later to a private owner. Your actions are in violation of this.
* Your own bylaws are against the sale of Wildwood to a private owner and yet you are proceeding regardless.
* There is question whether this sale is legal under the Charitable Purposes Preservation Act.
* The Ecoforestry Institute, a charitable society which has been managing Wildwood for over a decade, has an offer on the table of $675,000 which would keep Wildwood protected in the public domain with a strong covenant, management plan and trust deed. Why are you rejecting this?
* TLC has sold over 2 dozen other inalienable properties to the Nature Trust of BC and Nature Conservancy of Canada for $1.5 million TOTAL. Why did TLC attach a high asking price of $860,000 for Wildwood and create such a barrier for the community to keep it protected in the public domain against the express wishes of Merv Wilkinson, his family, and members of the environmental community?
* This will be an enormous blow to those of us who, as educators, use Wildwood as an educational resource for our students.
* I might also remind you that individually, and as an organization, that your credibility will be irreparably damaged within the environmental movement if you follow through with this.
I hope you change your mind on this before it is too late!
Yours sincerely,
Don Alexander, professor
Department of Geography/ Master of Community Planning Vancouver Island University
Posted with permission
Sent: August-01-16 9:20 PM
Subject: Wildwood Sale
Dear TLC board members,
I am saddened and exasperated by the news of Wildwood’s intended sale into private ownership. I had the privilege to know Merve for 20 years, and I know this was not his intention. He wanted Wildwood to be managed as a sustainable example of ecoforestry in perpetuity – that is supposed to be TLC’s mission. Ensuring only that the very next owner is likely to manage it in Merve’s spirit is not the same as a long-term commitment to ecoforestry by selling it to the Ecoforestry Institute. I have taken countless classes of high school and college students to Wildwood over the course of two decades, and have witnessed first hand the impact of Merve’s sustainability concept on young minds. Wildwood is a precious and unique example of sustainable resource management – the kind that is so badly needed in BC, and one that represents crucial educational opportunities that must not be missed.
Sincerely,
Annette Dehalt, M.Sc.
Biology/Environmental Technology
Camosun College – Lansdowne
TLC knows full well exactly what Merve’s intention was in allowing them to protect and conserve his property. They are doing neither. What they are doing is showing the utmost disrespect to Mr. Wilkinson and to his legacy. Their actions are contemptuous. Protecting the property in perpetuity for the education and enjoyment of the public is an admirable aspiration and a gift. Selling it off to a private individual to pay off your debts is a selfish outright betrayal of the TRUST Merve put in the hands of TLC. The foundation of any relationship is built upon trust, honesty and respect. TLC is proving they do not deserve stewardship over any land which people cherish and wish to protect.
Merv Wilkinson entrusted Wildwood to TLC because he treasured with all his heart the land, the anthills, the trees, every bird, each life living and dying there. To break that trust, that faith by giving up that land to private ownership, private management is incompatible with Merv’s vision and the vision of land trust as a whole. To take out of the common and thrust into the private is the antithesis of Merv’s intention. Such action by a “land trust” breaks the agreement TLC has made with all of us donors, with the land trust movement.
I find it very interesting that TLC, what a few years ago I thought of proudly as my Land Conservancy, has made it so difficult to find anything about Wildwood on this website. Is it that TLC does not want the public or Members to be able to learn about the outrage donors feel? Is it the case that TLC would prefer that the public not know that there are those who believe strongly in the land trust movement and who fear that TLC is breaking the delicate web we need to sustain us in this difficult time on our planet?
Posted with permission
Aug 2, 2016
TLC Board of Directors
Dear TLC:
I am horrified by the news that you have decided to sell Wildwood to a private individual, disregarding both your own constitution and a generous offer from the Ecoforestry Institute, and all for the sake of making an extra hundred thousand dollars or so. Your integrity and the respect of those who love and respect Wildwood comes at a very cheap price, it seems.
As a longtime supporter of TLC who for years earmarked a substantial part of my contribution for Wildwood, I feel betrayed and cheated; it seems in the final analysis that you were getting my support under false pretences. Well, no more. I suspended my TLC membership and contribution last year to see what was going to happen to Wildwood, and will give you no more support unless you reverse this crass and unethical decision. I have a number of friends who feel the same way as I do about TLC, so I fully expect your decision eventually to cost you more, in money and goodwill, than you make by it.
If you care about many of those who have supported TLC for years, please reverse this decision.
Yours sincerely,
(Dr.) Chris Bullock
July 31, 2016
Hello
Your assistance in establishing the management of Wild Wood under the auspices of Ecoforestry Inst. would be very much appreciated. Everything should be done to keep Wild Wood as Merv Wilinson had dreamed of and also for the benefit of future generations.
Sincerely
Jo Ann Leitch
(posted with permission)
Aug. 2, 2016
Letter to TLC Board
As donors to protect Wildwood in line with Merv Wilkinson’s wishes, we are appalled that you are selling the property to a private buyer. We urge you to reconsider the offer of $675,000 from the Ecoforestry Institute. We imagine you will lose many donors if you complete this completely unethical sale.
Sincerely,
Janet Fairbanks and Wayne Bradley
Courtenay, BC
(posted with permission)
Hello,
I am outraged by the TLC decision to sell Wildwood to a private party. I have raised about $10,000 for Wildwood in fundraisers, plus given my own donations, not for the shoddy treatment Wildwood has received from TLC over the years, and now this! And it’s even illegal given TLC bylaws! Why not sell to the Ecoforestry Institute, which would guarantee the wonderful woods would be kept in perpetuity the way it should? Is there something special about Wildwood that makes you ask such a high figure for it, making a community purchase so difficult? Please reconsider your decision…
Thank you, Fred Schloessinger
(posted with permission)
Letter to TLC from David Robinson, Professor at VIU
Aug.2, 2016
Dear TLC Board of Directors:
I am a TLC member and absolutely disagree with the intended sale of Wildwood.
Please consider that :
The community donated over a million dollars so that TLC could purchase and protect Wildwood forever, not to be sold later to a private one.
TLC’s own bylaws prevent the sale of Wildwood to a private owner.
This sale may also contravene the law under the Charitable Purposes Preservation Act.
The Ecoforestry Institute, a charitable society which has been managing Wildwood for over a decade, has an offer on the table of $675,000 which would keep Wildwood protected in the public domain with a strong covenant, management plan and trust deed.
TLC sold over 2 dozen other inalienable properties to the Nature Trust of BC and Nature Conservancy of Canada for $1.5 million TOTAL. That is just over $55,000 for each property. Why did TLC attach an asking price of $860,000 for Wildwood and create such a barrier for the community to keep Wildwood protected in the public domain?
The sale of Wildwood is ethically and legally wrong.
I look forward to hearing from the board.
Sincerely
David W. Robinson, PhD
Professor
Department of Recreation and Tourism Management
Faculty of Management, Vancouver Island University,
BC Canada
(posted with permission)
Letter from Rick and Juliette Laing to TLC Directors
Aug.1, 2016
TLC Directors;
We have strongly supported the purchase of Wildwood Forest by the Ecoforesty Institute Society over the past year, donated to the original purchase of Merv Wilkinson’s property and visited him several times in the 80’s to learn forestry practices that we could use on our small acreage on Salt Spring Island. We are very disappointed and upset to hear that the property is intended to be sold to a private owner which contravenes your own bylaws, instead of the charitable society, the Ecoforestry Institute whom we wholeheartedly support.
We have been long time supporters and members of TLC and have our membership renewals (2) sitting on the desk here but 100% disagree with your latest decision. Both of us have been self employed for over 30 years, encouraged friends and acquaintances to join TLC over the years and understand completely the “bottom line” but the deep resentment and barriers you have shown to a community non-profit and informed group such as the Ecoforestry Institute to purchase Wildwood, is just not acceptable.
sincerely,
Rick and Juliette Laing
Salt Spring Island, B.C.
(posted with permission)
Letter from TLC member Mary Peters
Aug.1, 2016
Dear Board and Staff of the Land Conservancy of BC,
I am particularly concerned about what will happen to Wildwood Ecoforest as I live in Nanaimo and it is a special place to me.
As a member of TLC, I am especially disappointed to read in the Nanaimo newspaper (Nanaimo News Bulletin) this past week that the sale of Wildwood to the Ecoforestry Institute has not been finalized, and that a private buyer is being considered.
This goes against everything that Merve Wilkinson wished for his property, and that he trusted TLC to do. For one thing, Wildwood is an inalienable property and TLC’s own bylaws prohibit a private sale. How could you even consider this? It doesn’t matter that the offer is from an “apprentice” of Merve’s, the place was intended to belong to a non-profit so that the whole community could benefit, the community that contributed over a million dollars so that it could be protected by TLC.
The Ecoforestry Institute is a perfect charitable society to take this on, as they have been managing Wildwood for a long time already and would keep it in the public domain with strong covenants and management plan. Their offer is substantial and should be acceptable. If it is sold privately it may also contravene the law under the Charitable Purposes Preservation Act. Wildwood is not intended to benefit one person but Merve wanted it to be a source of education for future generations as it was when he welcomed people from all over the world, and trusted you to make sure his legacy would continue. It’s more than the trees, and it’s more than money.
In addition to all that, as far as I know TLC has already sold more than 24 inalienable properties to the Nature Trust of BC and Nature Conservancy of Canada for $1.5 million TOTAL.That is just over $55,000 for each property. Why did is TLC asking $860,000 for Wildwood and creating such a barrier for the community to keep Wildwood protected in the public domain? Why does Wildwood have to be treated so differently?
Please think about the whole picture,
Thank you,
Mary Peters