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SIGNANT TWO HOLDINGS LTD.
Minutes
Annual General Meeting
April 1, 1995
Location: Offices of Tousignant Young
Shareholders Present: Sharyn, Vic, Duane, Sheila
NOTE: For efficiency, all discussions regarding a particular agenda item have been consolidated under that item for this record.
1. Minutes of previous meeting.Sheila gave her apologies that she had not prepared the minutes as planned. Her rough draft was misplaced. She will provide them if and when they turn up. She mentioned two items of significance that merited discussion: lockers for storage of personal items and winter use of the cabin.
2. Matters arising.a. Lockers
Sharyn is keeping an eye out at work. Duane will make calls regarding damaged school lockers that will be replaced over the summer. Sharyn thought Michael may be able to transport them to the lake in his truck.
b. Winter Use
A concern had been raised by Dale following the last meeting that if winter use were not restricted we may have problems with frozen or cracked pipes. Draining the cabin has to be done a certain way and the whole process takes a considerable amount of time to do properly. Dale had cautioned against this procedure being done frequently during the winter and by a variety of users who do not have sufficient experience.
Vic suggested that for the present time, only Dale turn on and shut off the water. Perhaps Dale may be willing to do this service during the winter for a fee. Otherwise, for the present, Dale will turn on the water in the spring and drain down the cabin in the fall, as has been the custom, and the water will not be turned on during the winter.
Once the procedure has been clearly outlined in the manual, we can each request of Dale that he walk through the process with us and watch us do it. Then a greater number of us will be qualified to do it and the question of winter usage can be discussed again.
3. Additions to agendaa. Roof Repair
Vic presented that we face either a minor repair, i.e. reshingling, if we address this need soon or a major repair if we wait until the roof is leaking.
Discussion included the options of contracting the roofing job out or having a roofing bee where a number of us would work together. In the case of a roofing bee, it was suggested that those participating should be compensated for their labour by those not participating, since upkeep must be shared equitably. Sheila believed this could pose financial hardship for some and that this possibility should be considered in making a decision. Agreement was not reached regarding compensation for labour in the event we opt for a roofing bee. Sharyn suggested getting a quote and then making a decision.
Sheila will ask Dale to get a quote.
Since extra funds will be needed to purchase the shingles, two options were seen: either begin putting money aside soon or put out a lump sum when it is time for the job to be done.
An Extraordinary Levy was agreed to. Each shareholder will pay $25.00 per month beginning July 1, 1995 to build up a fund for the roof repair. Target date for the repair is Spring 1996.
b. Spiral Stairs
Initially it was suggested that the spiral stairs could be painted during a roofing bee, however, since they are peeling now, they should be redone sooner. Sheila conveyed she had been thinking of doing them Summer ’95, so said that she would take care of it. There is paint for deck and spiral stairs in storage at Dale and Melanie’s.
c. Boat
Dale had reported that the Red Boat is not working. He had offered to change the gas lines himself, saying that with age rubber lines will crack and also the check valves in the squeeze bulb sometimes simply stop functioning. He had estimated a cost of $30 to $50 for materials, but had not checked the exact cost of materials. It was agreed to ask Dale to change the rubber lines. Sheila will speak with him. Following the repair, if the boat still does not run properly, further discussion will be required as to whether or not to ask Dale to take it to a shop to be checked over.
d. Rifles in the Cabin
Vic expressed concern from both safety and legal perspectives. Legally, firearms are to be stored under lock and key or have a trigger lock. As well, a Firearms Acquisition Certificate is required and we do not know if Dad has this for each gun.
Vic will speak to Dad, encouraging him to let Vic sell the guns for him.
e. Keys
It was agreed that each Shareholder should have his/her own keys to the cabin (2 door keys: dead bolt and door knob) and the boat house, a total of 3 keys.
Sheila will take care of providing copies.
4. Positions (Secretary/Treasurer)Sheila offered to be Secretary and Vic offered to continue to fulfill the tasks of Treasurer for the upcoming year.
5. The year end review.All agreed that the year went very well. Appreciation was expressed to Vic for all he has done to organize the company, set up comprehensive record-keeping and facilitate a smooth operation.
Vic acknowledged that the record-keeping does entail extra time on both Vic’s and Jennifer’s parts. He conveyed that Jennifer has asked that her user fees be waived. Vic believes that this would recognize her work and compensate her somewhat. All agreed to this.
It was suggested that Vic’s user fees be waived as well since much of the Signant Two work is done during his business hours and thus, both he and Jennifer spend time on Signant Two which would otherwise be spent on his legal work. Now that things are set up, this amounts to about 1/2 to 1 hour per month.
Vic declined having his user fees waived. He believes that everyone contributes according to their expertise and as they can. He feels that provided we rotate duties such as chairing the meetings, secretary, role of president and organization of the yearly meeting, he is content with offering his expertise in the way he does presently.
6. Summer 1995 UsagePresently, the following bookings are in effect and meet with everyone’s approval, in terms of their priority:
July 1-11, Rhonda Aug 1-11, Sheila
July 11-21, Duane Aug 11-21, Vic
July 21-31, Dale Aug 21-31, Sharyn
As has been the custom, the llth and 2lst are days where bookings overlap, which is often helpful in terms of one party not having to gather everything up (beach, etc…) before the next one’s arrival.
1996 Order of Priority is as follows:
Sharyn, Duane, Sheila, Vic, Dale, Rhonda.
It was decided that in a given Booking Year, which is Oct 1 to Sept 30 of the following year, the “Booking Agent” will be the first person in the Order of Priority for that year. Hence, for the period, Oct 1, 1995 to Sept 30, 1996, the Booking Agent will be Sharyn. For the remainder of the present Booking Year, the Booking Agent is Sheila.
A procedure to facilitate future bookings for summer usage was agreed upon. Please see Schedule I: Summer Usage, attached to the minutes. Please keep handy for future reference.
7. 1995 Property AssessmentIt was noted that the assessed value of the property has decreased from the 1993 assessed value. Since the ’95 taxes should therefore be slightly lower than last year’s, it was agreed that the Signant Two Annual Assessment of $500.00, payable by each shareholder June 1, 1995, should adequately cover the taxes and other anticipated expenses.
8. Financial StatementsThese were discussed briefly. There were no concerns.
9. Post-dated chequesThe Treasurer extended a plea that each shareholder ensure his/her Annual Assessment is submitted on time.
10. Weekend Bookingsa. A procedure to facilitate bookings of Long Weekend Usage or other blocks of time outside the Summer Prime Time (July and Aug) was agreed upon. It was felt that this plan would allow equitable access each year to the approximately 6 available long weekends and would pre-empt problems that could arise when different parties express interest in the same weekend. Please see Schedule II: Long Weekend Usage, attached to the minutes. Please keep handy for future reference.
Since Sharyn’s work schedule does not allow her to begin using her time at the lake until Aug 28 this summer, she has requested an additional block of time: Sept 1 to Sept 5, 1995. All present agreed this would not interfere with any other Shareholder’s summer booking. In effect, given the procedure for long weekends which was just agreed upon, she has priority for booking this long weekend provided Rhonda does not request it. She will retain her Aug 21-28 block since her family will use it.
b. Short Notice Weekends–A Shareholder other than Dale who is interested in using the cabin on a given weekend but has not expressed their desire to do so two weeks in advance of the stated weekend will contact the Booking Agent first. If there are no bookings for the weekend, the shareholder desiring the booking will contact Dale directly. If Dale already has plans to use the cabin on that weekend, the cabin is unavailable to the other shareholder. It was agreed that this is the risk associated with last minute bookings and this is acceptable.
Therefore, for weekends other than long weekends, Dale has priority unless a request has been made two weeks prior to the given weekend (or earlier), in which case, the shareholder making the booking will contact Dale to inform him.
11. AdministratorsFor the upcoming year, the administrators are as follows:
President: Duane
Booking Agent: Sharyn
Secretary: Sheila
12. ManualSheila has not completed the Cabin Manual, yet. She intends to finish it and circulate it to all shareholders before the summer so they can read it and propose changes. Revisions will be complete before the summer. A copy will be at the lake for July 1, 1995.
13. Monthly Payments – Split to Mom and DadGiven that Mom and Dad are separated, Vic will be dividing our mortgage payments to them, sending each a separate cheque for 1/2 the amount.
14. Signant Two ResolutionsThe following resolutions were signed by all Shareholders present:
a. Appointment of Officers of the Corporation
b. Consent to Act as Director
Those Shareholders not present at this Annual Meeting, Dale and Rhonda, will sign the Resolutions at a later time.
15. Use by Children of ShareholdersGiven that more and more members of the next generation are of an age where they are able to take on the responsibility of using the cabin without the presence of their parents, we make the following stipulations:
a. “Children are in the shoes of their parents.” Though this phrase was not explicitly defined, the writer’s sense of the meaning intended was that it is the parents who maintain shares in the Corporation and that ultimately, it is the parents who are responsible to ensure that the cabin is cared for and maintained properly by their children in the parents’ absence.
b. Children of Shareholders who use the cabin in the absence of their parents are responsible to be aware of the information in the Cabin Manual so that the cabin is properly maintained by them.
c. Children interested in using the cabin must inquire of their parents who, in turn, can request a booking. It is only the Shareholders who can request a booking through the Booking Agent.
Sheila moved that meeting be adjourned. Sharyn seconded.
ADDENDUM
Immediately following the meeting, an attempt was made to telephone Dale to share the details of the meeting but he was not home.
Sheila knew that Rhonda would not be home and had made an arrangement to share details of the meeting at a later time.
Sharyn called Dale the following day and arranged that minutes would be sent to him when Melanie Almond goes to the lake April 13, 1995.
Dale mentioned that he thinks the septic tank should be pumped out as it has never been done. Sheila spoke with Dad and he agrees.
Sheila will ask Dale to get a quote.
Submitted April 10, 1995, by Sheila Tousignant-Barnes
SCHEDULE I: SUMMER USAGE
Since some shareholders need to request their holiday time at work as far in advance as the previous November, it was agreed that all shareholders should have made their summer bookings by December 31 of the previous year.
It was agreed that it would facilitate this process if the first two people in the Order of Priority for a given year be in touch with each other by December 1st so that their summer bookings can be put in place and the others, upon inquiry, will know which slots are left to be chosen from. By way of example:
Booking Year, 1995-1996 (Oct 1, 1995 – Sept 30, 1996) Order of Priority: Sharyn, Duane, Sheila, Vic, Dale, Rhonda Booking Agent: Sharyn
By Dec 1, 1995, Sharyn and Duane will be in touch to relay their choices for next summer. Sharyn has priority, then Duane.
Later in the month, Sheila, Vic, Dale and Rhonda will convey their requests to Sharyn who will confirm these, in the order of their priority. All agreed that it is the responsibility of the shareholders to contact the Booking Agent, and not vice versa.
It was noted that two shareholders may make an agreement between themselves to exchange their priority standing between certain years. Such an arrangement would be executed privately.
For example, in the upcoming year, Sharyn, who has the top priority, may arrange with Duane to exchange her top priority for his in the summer of 1997 because she has some other definite plans for 1997 that would not allow her much flexibility in choosing time at the cabin.
Rash summer will be divided as follows unless it is clear that Rhonda will not be booking a summer slot, in which case the summer should be divided up accordingly.
July 1-11 Aug 1-11
July 11-21 Aug 11-21
July 21-31 Aug 21-31
As has been the custom, the llth and 21st are days where bookings overlap.
SCHEDULE II: LONG WEEKEND USAGE
In a given Booking Year, the Order of Priority will be used in determining cabin usage on long weekends. Once a shareholder has exercised his/her priority in a given Booking Year, those further “down” the list from him/her have priority over him/her for a future long weekend in that year. Of course, if a shareholder expresses interest in using the cabin on a second or even a third long weekend in that same year, his/her usage of the cabin again is possible if all those who have priority over him/her do not express interest.
Shareholders should place their requests for long weekend bookings with the Booking Agent at least two weeks in advance of the long weekend in question. Dale and Melanie are invited to participate
in this long weekend booking procedure so that they, too, can secure a given weekend.
Any shareholder other than Dale who is exercising their priority for a given long weekend is responsible to inform Dale at least two weeks prior to the long weekend, once the Booking Agent has confirmed their booking.
We decided that the Booking Year would span October 1 to September
30 of the following year. Because of its proximity to the summer, we felt the Labour Day long weekend should not be considered as part of a new year, but rather, the final long weekend of a Booking Year.
SCHEDULE “A”
1. On or before March 1 of each year, the Shareholders shall advise the Administrators whether or not they wish to book time at the Cabin for the following summer. The Administrators shall then divide the summer into as many periods as there are Shareholders interested in booking time. The Shareholders shall then have their choice of time slots based upon the order set out in paragraph 2 of this Schedule. The Shareholder having first choice in any year shall drop to the bottom of the rotation for the following summer. Any Shareholder electing not to select a period of use shall forfeit his or her choice for that year and shall not be entitled to a replacement choice in the following year.
2. The order of selecting period of use shall be as follows:
Rhonda – 1995
Sharyn – 1996
Duane – 1997
Sheila – 1998
Vic – 1989
Dale – 2000
etc.
3. Aside from the summer months, use of the Cabin shall be on a first come, first served basis by arrangement with the Administrators. I –
4. During the period each i5hareholder uses the Cabin for an extended period of time, he or she shall assist with on-going maintenance or cleaning, or by performing other tasks; for example, hauling firewood, mowing the lawn, weeding the beach or washing the windows.
5. Any of the supplies at the Cabin which are consumed by any Shareholder shall be replaced by the Shareholder, including replacement of gas, oil and wood.
6. At the conclusion of each use of the Gabin, it shall be left in a clean and orderly state. If Cabin linens are used, they shall be washed at the conclusion of such use.
7. During any periods of use, the Cabin shall be preserved in its present state as best as possible and shall be left clean and orderly for the next user.
8. When long distance telephone calls are placed, a Calling Card shall be use.
9. The value of a load of firewood shall be initially set at $80.00 and any Shareholder hauling a pickup truck full of firewood shall be entitled to a credit of $80.00 against his or her User Fee only. That credit may not go towards the any other See
10..With the assistance of Dale, Sheila and Dad, a manual shall be drawn up including standard Cabin opening and closing procedures, appropriate mixtures for various motors etc.
11. No child of any Shareholder under the age of 19 shall attend at the Cabin unsupervised.
12. The cost of maintaining and insuring the truck, if any, shall be born by the Shareholders.
13. No one under the age of 19 may operate the motorboat. A Shareholder who allows anyone under the age of 19 to operate the motorboat shall indemnify the other Shareholders for any loss arising as a result of that use.
14. Mom and Dad shall be welcome to attend at the cabin at any time, including during any extended period of use by any Shareholder, unless that Shareholder specifically request that Mom or Dad otherwise well in advance. If Mom and/or Dad would otherwise be present at the Cabin during the period of extended use, the requesting Shareholder shall pay for accommodation for Mom or Dad or both during their requested absence.
15. The Shareholders shall consult with Mom and Dad in regards to every major decision affecting the Cabin.