Signant Two Holdings Ltd.

Minutes, Annual General Meeting

November 28, 2009

Sheila’s Castle

Present:  

Sharyn, Vic, Duane, Dale and Sheila

Meeting called to order at 12:41 PM.  Vic presented a revised agenda and there were no additional agenda items.

Sharyn distributed packages to each shareholder, prepared by Jennifer, containing Balance Sheets (2007, 2008, 2009), BC Property Assessments (2007, 2008, 2009), a copy of the Unanimous Shareholders Agreement and a sheet noting the  Value of Fintry Shares (based on the 2009 assessment and using the formula set out in Section 13 of the Unanimous Shareholders Agreement).

Sharyn also presented the general ledger report and conveyed that Jennifer has included in the December 2009 ledger report all the monies to be received and paid out in Dec ’09, in order to provide the anticipated figures for the end of the year.

Sharyn moved that minutes of previous meeting (2006) be accepted.  Dale seconded.  Motion passed unanimously.

Sale of the Cabin

Some shareholders reiterated the belief that the growing numbers in our family will make the logistics of management and use of the cabin increasingly challenging and inevitably problematic.

The discussion touched on several issues of importance since these were all connected with thoughts and feelings about the topic of our future involvement as owners of the cabin. 

Following is a brief list of issues that arose during the discussion and is not exhaustive.

• shareholders’ thoughts regarding recent email communication. Duane made 2 suggestions about future emails.  Firstly, to be more prudent regarding the tone of emails.  Secondly, to be discriminating about whether an email needs to be sent to all shareholders.
  
  
• discussion regarding a procedure to follow if a shareholder is behind in his/her payments
  
  
• discussion regarding changing the number of installments for fees paid in installments.  Fewer installments that would make Jennifer’s job of deposits and accounting easier
  
  
• articulation of the need for some shareholders to have a “pet-friendly” cabin in order to exercise their user privileges fully and satisfactorily
• Duane presented a suggestion that if we are to move into the future with the cabin, we must have a different funding plan.  He believes that the plan we have been using is not working.  Payments have essentially covered maintenance, but have not provided funding that is needed for renovation or development at the cabin.  He introduced the idea of the corporation getting a line of credit in order to have access to funds to pursue development projects.

How do we move forward?

• Duane put forward a Special Resolution that starting in 2010, the annual assessment be made in 2 equal instalments, one due at the end of May and one due at the end of October, each year, and it is the responsibility of the individual shareholder to insure that those payments have been processed in a timely fashion.  All cheques are to be made out to Victor Tousignant.  The penalties for not paying fees on time are as follows:  If the payment at the end of May is not made, the penalty is 10% of the payment due.  If the shareholder’s account is not current in payments at the end of October, that shareholder shall forfeit his/her booking privileges for the following calendar year without further notice 
• Special Resolution seconded by Sharyn and passed unanimously by all present.  In Rhonda’s absence, it is noted that the shareholders believe that this payment schedule should be workable for Rhonda because she has indicated that she has a Line of Credit and also because the timeframe in the resolution allows the first payment to be made in May, which allows time for shareholders to arrange their own financing.
  
  
• Sharyn offered to send out a reminder email at the beginning of May and the beginning of October to remind all shareholders of the upcoming deadlines for payment of fees.
  
  
• Sheila will make a copy of the Special Resolution to be placed in the “Signant Two” binder along with the Directors’ Resolutions
  
  
• Sharyn will arrange with Vic to have signing authority on the bank account used by Signant Two, in his name.
  
  
• Dale put forward a motion to waive any irregularity regarding notice of this meeting or notice of any special resolutions passed at this meeting.
  
  
• Seconded by Duane and passed unanimously.
  
  
• Before leaving the item, “Sale of the cabin,” there was a brief discussion regarding interest in the purchase of Rhonda’s shares, if indeed she would like to sell them.  It was suggested that there is an unwritten sentiment that we should own the cabin equally, with equal responsibility and equal obligations.  All were in agreement that this is the ideal.
  
  
• Dale mentioned the possibility of renting the cabin as a way of raising revenue.  Vic said this could be done through a rental company, whereby we would become part of a rental pool.  Dale will investigate and bring information to the next meeting regarding what we would need to do and the specifics of a possible arrangement.  As part of his research, he will speak with the Goldies and the Oldenbergers about their rental of their cabins.  Duane suggested that an option would be to advertise on the Internet.
  
  
• Sharyn proposed that we put the item, “Sale of the cabin,” onto the agenda for our next AGM for further discussion.

Matters arising from previous meeting

Spouses as Shareholders

• Prior to this meeting, Vic had forwarded to all shareholders for their consideration a document entitled, “Amendment to Unanimous Shareholders Agreement,” which outlined his proposal to change the USA in order that a Share might be transferred or bequesthed to a spouse of a Shareholder.
  
  
• Vic opened the discussion by stating that it was extremely important to him that shareholders be allowed to give shares to spouses.  The fact that this is presently not allowed is deeply problematic for him.
  
  
• More than one shareholder present expressed disagreement and/or reservations about approving the amendment.  During the discussion, a very important clarification arose:  were a share(s) to be transferred to a spouse, that spouse would become a shareholder, but not a director.
  
  
• Until now, there have been 6 shareholders in Signant Two and we 6 have also been directors.  There has been this overlap only because we are the original 6.  A shareholder is not a director.  Directors are appointed by the shareholders.
  
  
• It was acknowledged that there was a misconception on the part of some shareholders that a share(s) transferred to a spouse would give that spouse the status of “director” and that there were fears associated with a spouse holding such a position of power, especially if that person became “unreasonable” and used his/her position as director to influence important management decisions in the future.
  
  
• In view of the clarification that a shareholder is not a director, some shareholders need time to rethink this proposal.  Shareholders are invited to submit to Vic their “worst case scenarios” of what they fear could “go wrong” if shares were transferred to spouses.  Vic will address these issues and modify the amendment using strong language so that the situations feared cannot compromise Signant Two.
  
  
• Two examples that were mentioned were as follows.  Firstly, that we can stipulate that a spouse cannot be appointed a director.  Secondly, that we can decide that there will be one director from each block of shares to represent the point of view of each block, once there is more than one shareholder in a given block.

Pet-friendly Policy

• Duane would like to see a separate part of the cabin where pets are welcome.
  
  
• Vic noted that keeping a pet confined to a part of the cabin where the pet-owner is not residing is not a good solution because the pet may scratch at the door and whine until the pet-owner returns.
  
  
• There was discussion about possible solutions that respect conflicting needs among shareholders:  the need for pet-owners to have their pets with them and the need for asthma sufferers to have an environment free of pets. 
  
  
• Sheila presented as a possibility that perhaps we don’t really need a boathouse and that perhaps the boathouse could be renovated as a small cabin with a second story.
  
  
• Dale voiced his view that he believes that a priority for development should be to develop under the cabin, including a complete foundation.
  
  
• It was acknowledged that there are several possibilities, but that funding is required.  Duane mentioned that Paulette has expertise in this area and offered to investigate regarding procuring a line of credit for Signant Two.  He will research this and will report back regarding what amount of money would be available to us and what would be involved.

Directors’ Resolutions

• These were all signed and Sheila is responsible to mail them to Rhonda for signing.  Rhonda will return them to be placed in the Signant Two binder.

Year end review

• Given the time constraint at this point in the meeting, it was agreed that this item was sufficiently covered in the foregoing discussions.

Financial Statements

• The financial statements for 2007, 2008 and 2009, prepared by Jennifer, were reviewed and accepted.

Fintry Synopsis

• It was agreed that this item was sufficiently covered in the foregoing discussions.

Status of Shareholders

• Vic presented a motion that for the purpose of today’s meeting only, Section 20.15 of the Unanimous Shareholders Agreement be waived, if applicable.
  
  
• Seconded by Sheila and passed unanimously. 

Summer 2010 Rotation

Sharyn confirmed the summer 2010 time slots that have been chosen to date.

(To note: subsequent to the meeting, Sheila confirmed from Sharyn the following complete list of time slots for 2010:

June 26    July 6: Rhonda

July 7      July 17: Sheila

July 18    July 28: Duane

July 29    Aug 8: Vic

Aug 9      Aug 19: Sharyn

Aug 20    Aug 30: Dale
 

Out of summer bookings:

Sept 1 – Sept 15, 2010: Duane)

Next Meeting

Duane, in consultation with the shareholders present, set the next AGM for Saturday, October 9, 2010, from noon to 4PM, including lunch, to be hosted by Duane, at his home.

Minutes respectfully submitted by Sheila, Jan 13, 2010.