Signant Two Holdings Ltd.

Agenda: Annual General Meeting

November 28, 2023 Teams meeting

7:00 – 8:30 MST

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Attendees: Sheila, Ron, Sharyn, Vic, Duane, Cody, Carson, Joel, Stephen, Jim

1. Meeting called to order at 7:10PM

Proxies in effect, when needed, until further notice:

For Carson: Cody, or in his absence, Melanie (Nov 12, 2015)

For Brenna: Cody, or in his absence, Melanie (Nov 03, 2015)

For Cody: Melanie, or in her absence, Carson (April 15, 2021)

For Sheila: Joel, or in his absence, Stephen (June 09, 2022)

For Duane: Vic (sent by email June 24, 2023)

Motion to approve the agenda

Moved by Sharyn, Seconded by Vic. All in favour.

Length of Meeting – 1.5 hours (until 8:30 pm); Identify timekeeper.

Timekeeper: Sheila

Role of younger generation(s) and spouses present at this meeting. Your ideas and perspectives add a significant point of view to our discussions and are greatly appreciated; reminder that the presentation of motions, seconding of motions, and voting on motions is limited to Shareholders.

2. Approval of Minutes from Previous Meeting, November 14, 2023

DRAFT – Signant Two 2023 November 14 Minutes

Moved by Sheila, seconded by Cody. All in favour.

3. Review of Revenue and Upcoming Expenditures

2023 Financial Statements to November 15, 2023.pdf

2023-11-15 CIBC account details Oct 18-23 to Nov 15-23.pdf

2024 Anticipated Cabin Expenses (with 2023 comparison)

Sheila estimates 2024 revenues of ~$15,000 and expenses of ~$12,073 based on existing commitments and history of reimbursements to family. 2023 revenues and expenses were similar, meaning little progress was made toward establishing a reserve fund.

Discussion:

Sheila stated she wanted to envision where we would be at different points next year. This would allow us to see if we would have any funds for firesmarting or replacing the furnace, etc.

Vic and Cody thanked Sheila for the work putting this together and laying it out clearly.

4. Matters Arising From Previous Meetings

• Firesmarting Budget (Decision) 391-Shorts-Rd-Fintry-Delta–Kelowna–BC.

Decision: The FireSmart Committee proposes that the shareholders contribute $100 per share to the FireSmarting budget, which may be paid in monthly installments of $10 per share on the 15th of 10 consecutive months beginning January 2024.

Discussion:

Vic stated he foresees getting an arborist to do trimming, which costs money.

Sheila added that she appreciates that since the last meeting there was an idea of paying in installments, which makes things more manageable. She said she thinks the amount is good.

Cody said this is a good starting point since we don’t have a lot of flex in the budget, and that having money dedicated to FireSmarting is smart.

Jim added that we don’t have to do FireSmarting.

Vic moved that the shareholders contribute $100 per share to the FireSmarting budget, which may be paid in monthly installments of $10 per share on the 15th of 10 consecutive months beginning January 2024. Duane seconds.

Sheila recalled that in the last meeting Duane said it’s important for us to have a good plan and not to try to take on too much.

Duane stated that the FireSmarting recommendations are recommendations from the fire department and government, and that as homeowners we need to make decisions in the best interest of our family cabin.

Cody highlighted that we created a committee last meeting and it’s hard to enable them to do anything without a budget. Vic added that he thinks we’re beyond the point of discussing whether or not to do FireSmarting – the only question is are we going to fund it.

Joel asked how the committee came up with the dollar figure in the motion. Vic replied that to cut down a tree it costs a minimum of $1000, and that we might have to cut down the middle ponderosa based on its size and location, which could cost up to $5000. Vic said that this budget would give us a start and that we would have an idea after a while where we stand.

Cody said that this raises the question of what is the maximum the FireSmarting could cost. He asked what would happen if we get into the FireSmarting list and it costs much more. Vic answered that this will always be a budgetary question, and that it speaks to the value of an operating reserve fund. Duane said that this is a starting point, and that we will know much more in the coming months. He added that we can discuss this at the next general meeting and that we can finish it over the next couple years or over the next 10 years, depending on if we have the budget. Sheila suggested we can review the progress far sooner than the next AGM.

Vic suggested to call the vote, with the amendment that the motion was moved by the FireSmarting committee.

All in favour. The motion passes.

• HVAC Upgrades (Decision)

Update from Sheila and Carson on most recent quotes

Decision: Given the decision to prioritize firesmarting the cabin, do we still wish to replace the furnace in 2024 or is there a desire to postpone the replacement until 2025?

Brown Mechanical Services Heating and Cooling Quote

CE Plumbing and Heating HVAC Quotes

AGM Update from Carson and Sheila Re- Cabin HVAC Options

Discussion:

Sheila presented the attached AGM update from Carson and Sheila RE: Cabin HVAC Options.

Sharyn suggested to move HVAC updates into the future, since there will be enough expenses this year.

Sheila and Vic said it is fine by them to put this off until next year. Vic emphasized that we should review the operating fund and maybe we should increase the levy. Cody said he has discussed with Carson and Brenna, and he suggested we could have a separate meeting on the reserve fund.

Cody moved that we postpone the decision to replace the furnace until the 2024 AGM. Seconded by Vic.

All in favour. The motion passes.

Cody thanked Carson and Sheila for their work on this. He added that the Firesmarting was an emergent thing, and that next time we greenlight the HVAC upgrades, we should greenlight it for real.

Sharyn said she will follow up with her neighbour to review the quotes.

• Signant Two Website (Request)

As we move to transition to the website and off of the Google shared drive can you each please review Ron’s August 14 email (see attached PDF below), log into the website and let Ron know whether you have initial feedback about what is working and what needs to be improved, or what needs to be added? This feedback will help us all to make decisions about what can be improved, added, or changed and is essential to our goal to transition away from the Google drive. Instructions for creating one’s password and accessing the Signant Two website are included in the attached pdf.

SignantTwoWebsiteIntro

Discussion:

Ron said that the website would be the place to go for any information related to the cabin. He would like if everyone would familiarize themselves with the website. He emphasized that the only way he gets feedback is if people can take some time to look at it and see if it works.

Sharyn says she hasn’t looked at the website yet but she will. Duane said he has logged in and it is very easy to navigate. He said he thought it was setup really well and he didn’t have any issues.

Cody asked if there a timeframe within which Ron is looking for feedback. Ron said it is an ongoing project, and he would rather receive feedback anytime.

Vic said he has asked Ron if he could tweak the website so that we could read documents on a mobile device, e.g. if someone is opening up the cabin that would make it easier to read it right there.

Vic asked if the FireSmart checklist could be posted so that people could add comments, and so that we have a written record to go back to so that we can understand what steps have been completed. Ron answered that this will be the next thing he will work on. Ron said that’ll be the next thing I work on.

Ron pointed out that most questions about the cabin come up when you’re at the cabin, and that it would be nice to have a way to access the website at the cabin. Ron suggested that having a computer out there all of the time would make it easier for people to access the information while they are there, although how to connect it to the internet would be another issue.

Cody thanked Ron for all the work he has done for the website.

• UHT (Update)

Update from Sheila and next steps

Underused Housing Tax Update Nov 28, 2023

Sheila will submit 2022 tax return as soon as possible and will communicate with the CRA to understand what needs to be done for past years.

• Sale of Duane’s Shares and Review of the Process to Sell Signant Two Shares (Update)

Below is the relevant section from the USA ( Unanimous Shareholders’ Agreement – Signant Two Holdings Ltd )

“OFFER TO PURCHASE

In the event that any Shareholder of the Company (referred to as the “Offeror”) desires to dispose of any Shares in the Company (the “Offered Shares”), the Offeror shall make an offer in writing to all other Shareholders (collectively referred to as the “Offerees”) to sell them the Shares of the Offeror desired to be sold on a pro rata basis in proportion to each Offeree’s direct Share holdings in the Company. Such offer shall specify and incorporate the exact terms and conditions of the proposed sale.

PURCHASE PRICE

The formula for valuing a Share shall be to take the most recent assessed value of the Cabin less notional real estate commissions payable if the cabin were to be sold at that value (calculated at 7% on the first $100,000.00 and 3% on the balance) less an allowance of $1,000.00 for legal fees and disbursements on the notional sale, less any

Transfer Tax payable if the Cabin were to be sold at the assessed value divided by the number of outstanding Common Shares divided by 2.

ACCEPTANCE OF OFFER

Each Offeree may accept the offer with respect to the Shares offered within ten days after its receipt and if no acceptance is received from such Offeree within the ten day period, the offer to sell shall be deemed to have been refused by that Offeree. If at the expiry of such ten day period, the offer to sell has not been accepted in full by all Offerees, the Offeror shall be deemed to forthwith offer the remaining unaccepted portion of the Shares to those Offerees who accept a part of the original offer and such Offerees shall have a further ten day period to accept the further offer pro rata according to each Offeree’s direct Share holdings.

UNACCEPTED SHARES

If any offered Share or Shares still remain unaccepted after the further ten day period, this process shall be repeated until either all of the Offered Shares have been accepted or until no party will accept an offer to sell all or part of the Offered Shares in which event the Offeror shall have the option of either retaining the unsold part of the Offered Shares or to forfeit them to the remaining Shareholders on a pro rata basis in proportion to each Offeree’s direct Share holdings. The Directors shall have the right to split the Shares in order to accommodate a partial sale of a Shareholder’s Interest.

RIGHTS OF OFFEREES

If pursuant to this Article, any Shares of the Company are offered for sale to more than one Offeree, each of the Offerees shall be entitled to accept a number of Shares equal to the number the Shares being offered for sale which are owned by such Offerees immediately prior to the making of such offer, bears to the total number of Shares owned by an Offeree immediately prior to an offer. There shall be included in determining the number of Shares owned by an Offeree, Shares which the Offeree has previously agreed to purchase. Offerees shall have up to 3 months to provide the purchase funds.”

According to the formula listed in the USA and the valuation of the property as per the 2023 property assessment notice 2023 Cabin Property Assessment Notice, the value per share is $8,520.14. Please review the calculation in the document linked below prior to this meeting to confirm its accuracy.

Signant Two Share Valuation Regarding Sale of Shares Nov 28, 2023

Discussion:

Vic thanked Sheila for doing the calculation. He stated that the property tax is not a factor in the formula, nor should it be since it is a negligible amount divided by 72 shares.  

Cody asked Duane if he wanted to make any comments. Duane said he tried to calculate the value of a share but couldn’t it figure out. He asked what the value of his shares was, and said that once he knows, he would put up his shares for sale. Sheila referred to the attached document, which states that the valuation for 12 shares = 12 X $8,520.14 = $102,241.68.

        Duane said he wants to make a motion to put his shares for sales for that price.

Vic noted that according to the USA the motion must be made in writing. Duane emphasized that he would like to sell them as soon as possible. Sheila clarified that after the offer is made in writing, each shareholder has 10 days to reply. Cody clarified that the USA says shareholders have 3 months to pay.

There was a discussion about how to pay and it was suggested that one possibility was the amount could be payable to Signant Two and held by Jennifer as treasurer until everything is in place. Vic added that we should have lawyers involved since this is equivalent to the offer to purchase on a house.

• Gift cards for Sam &  Rick, 2022 – 2023 Off-season Cabin Monitoring (Decision)

Decision: Signant Two to provide $300 to Sam and Rick Sanderson this year given that the monitoring requirement by Meloche Monnex Insurance is once every 7 days AND they are on call if something happens unexpectedly?

All in favour. Cody asked who disperses this and Sheila answered that it is Melanie.

• 2024 Bugmaster Applications (Update)

Reminder of 2022 agreement to engage Bugmaster annually for indoor and outdoor applications in Spring and Summer including an extra indoor application

in March (ceiling beams throughout the cabin). Confirmation that Melanie T. can take lead on this again in 2024.

Cody asked if the group is on board and all were in favour.

5. Urgent Maintenance – Seeking volunteers to address (Request)

• Staining – North and South sides of cabin; South side of boathouse
• Deck Repair

Discussion:

Sheila said that she and Ron are willing to take on the deck repair. She said they have a workbee in May and might be able to take on some of the staining as well depending on how much FireSmarting has been done.

Vic asked which wall Sheila and Ron stained, and Sheila answered that it was the east wall. Vic asked if they sanded down to the wood, and Sheila said that they did.

Vic thanked Sharyn, Jim, and Michael for the floor.

Sheila said that she can’t imagine how Vic and Duane did the west wall.

Cody said he may reach out to piggyback on some work bees depending on his availability.

6. Other Business

Goal is not to discuss these items at length, but instead to identify which items should be addressed this year and either identify owners who can address selected items and / or set up subsequent meetings to discuss in more detail how to address selected items.

• Warranty Registrations

Cody to create email account for Signant Two (Signant Two email info), Ron to add section to website for warranty registration docs.

• Culling Follow-up

Is the box of unclaimed inflatables in the boathouse ready to be discarded?

• Leaky Water Valves under Cabin
• Removal of Stumps on Property
• Friends of Fintry (Stephen)
• Hot Water Tap in Main Bathroom

No longer rattling, but must be turned several times to tighten it once the water has stopped flowing. Needs attention.

• Pavers Pathway Storage Room to Spiral Stairs and Storage Door
• Second Ladder for Dock
• Second Buoy

Suggested that we need to check on regulations (no follow up to date).

• Boat Motor

Mike planned to repair it with a “carb kit” in winter 2022, although he is having difficulty finding one. He hopes to have the repair complete prior to doing the flooring Apr/May 2023. If the boat still won’t run, he will explore other engine repair needs.

• Landscaping

Backyard — Duane has done research and knows someone who could help regarding low to zero maintenance yards, including using native plants. “Sheep’s Fescue” was identified by Darryl Arsenault, our QEP for the boat ramp removal, as one excellent native plant option for our area. Duane has suggested that a committee be struck to explore a plan for all elements of the back yard and he may or may not be willing to lead the committee.

• Someone to Oversee Maintenance Recurring Task Manager on the Website
• Possibility of Transferring Ownership of Cabin to the Next Generation

7. 2023 Overview Cabin Repairs, Maintenance and Upgrades

Please review the following list and ensure that your family’s 2023 contributions have been acknowledged. Please let Cody know of anything that should be added to this list.

• Mike, Jim, and Sharyn installed new laminate flooring throughout the cabin and new tiling in front of the fireplace
• Sharyn, Paulette & Sheila purchased two leather and leatherette recliners, a complete leatherette cover for the futon, and washable covers for all three
• Vic and Duane completed the sanding and staining of the exterior West wall of the cabin. Acknowledged that this was quite a feat to accomplish without the use of scaffolding!
• Sheila and Ron completed the sanding and staining of the exterior East wall of the cabin, stained the exterior of the side entry door and took apart the side screen door, sanded it, painted it, and replaced the screen
• Kathleen sewed new curtains for the kitchen and a matching tablecloth
• Duane purchased a new vacuum
• Carson installed a motion light under the walkway, greatly improving safety in the dark, and a new thermostat in the cabin providing an “air only” option which enabled the much-needed circulation of air in the common areas.
• Vic purchased a cordless orbital sander
• Ron refurbished the utility trailer
• Ron and Sheila’s May 2023 Cabin Workbee
• Sheila communicated with Shayne Watson and Pete Muhlberger regarding the excavation of the faulty underground water valve and its corrected installation, done on March 16/23. No charge.
• Carson repaired a burst pipe under cabin and provided furnace maintenance (cleaning the thermocouple and fabricating an adequate seal on ducting in the storage area)
• Jim repaired hardware in drawers of dresser in middle bedroom and Sharyn organized the hallway linen closet
• Mike procured an incredible ceiling fan for the living room (at an incredible price!)
• All families gathered yard waste and burned or disposed of it at a Waste Transfer Station
• Guillaume and Stephen secured the red buoy in place in the water using the old cement anchor
• Propane tank gauge readings seem to indicate stability; Sheila contacted Superior Propane and requested that they not refill the tank until we contact them.
• Sheila and Ron drained the cabin and closed it for the winter on October 16, 2023. A week later, Carson closed the main valve under the cabin as was approved at the 2022 AGM as a backup measure in the event the underground water valve were to fail. 

Sheila wishes to formally acknowledge the importance of Melanie’s ongoing presence near the cabin and her generosity in being available to act on our behalf or to check things out at the cabin, especially in urgent situations such as the problem with the faulty underground valve this year which would not have been discovered in such a timely fashion if it weren’t for her presence at the cabin.

Cody thanked everyone for everything that they do.

8.  Yearly Air Quality Assessment – evaluating whether our current measures are adequate for achieving an air quality that is healthy and safe for all.

We have committed to doing this assessment yearly. Do we feel we have formally done this? Reference was made to Melanie’s and Jennifer’s anecdotal feedback in the context of discussion of Sharyn’s motion at Nov 14th meeting. We have not undertaken a formal analysis of the Air Quality Monitor Readings. It is uncertain whether we have enough data to actually draw comparisons or draw conclusions. Plus the air quality last summer was likely affected, especially on some days, by the presence of smoke in the air due to the wildfires.

9. Directors Resolutions

2023 Resolutions – All in one Document

• Timeframe for staggering the endings of terms of office
• Need for Roles of Secretary and Bookkeeper to be Defined
• Need for a Treasurer role
• Eligibility of Members of Second Generation to Fill Executive Positions
• Assignment of 2024 Executive Positions in Signant Two
• President – Cody to enter second year
• Vice-President – Sharyn to enter second year
• Secretary – Joel to enter second year
• Bookkeeper – will Jen continue?

10. (If needed) Select a Meeting Date for AGM Part II

11.  Decide on need for a Special Meeting early in New Year for Updates/Plan from Firesmarting Committee

Discussion:

Cody asked when the first workbee is for FireSmarting. Vic answered that he and Duane are out there towards the end of April or start of May, but that he has blocked off 3 weeks in April and May for this.

Vic said that someone needs to tell Jennifer to setup another account for FireSmarting. Sharyn said she will speak to Jennifer.

Cody asked if we should have a meeting in late February or March. He said he will reach out to Mike for possible dates and then will send them to the broader group.

Sheila thanked Duane for staying on the FireSmarting committee and said that she was sorry he was leaving.

Vic said that sending the agenda with all the links to the documents is terrific.

12. Closing of the Meeting

Sharyn moved to close the meeting and Cody closed the meeting at 8:42 PM.