Signant Two Holdings Ltd.

Minutes of the Annual General Meeting

October 9, 2010

Chez Duane

Present:

Sharyn, Vic, Duane, Dale and Sheila

1. Meeting called to order

• Duane expressed that the ideas of the next generation of shareholders (our children) should be solicited and brought forward.

2. Minutes of previous meeting

• moved by Duane, seconded by Sharyn, accepted (passed unanimously)
  
  
• Items Added To The Agenda:
  
  
• Item 3
  
  
  • g. Septic Tank Pumping
  • h. Apricot Tree and Lombardy Poplar
  • i. Shares Certificates
  • j. Mission Statement
    
    
• Item 4 Renovation Priority
  
  
  • j. Other – Spiral Staircase and Development of Basement

3. Matters arising from previous meeting

a. Sale of cabin (Sharyn)

• Sheila asked whether a simple majority is required for the sale of the cabin. Vic answered affirmatively.

b. Rental of cabin

• Dale stated that this option is not really viable as all of the prime time (July and August) is taken up by family bookings; in addition, May, June, September and October bookings will continue to increase as more of the directors retire and seek to spend more time at the cabin during these four months.
  
• Renting outside of the family during prime time (July and August) was discussed. It was agreed that guidelines should be developed to address this issue. These should include language concerning the following:
  
• bookings should be made by the shareholder owning the block of time involved
  
• It is the responsibility of this same shareholder to ensure that the generally expected standards in the areas of care, cleanliness, noise, etc…are met.
  
• increased insurance coverage would be required to cover potential problems arising from such use and would be the responsibility of the renting shareholder.
  
• any revenue gained would be reportable by the shareholder who rented the cabin to someone outside of the family
  
• directors and others are encouraged to give this issue some thought and to solicit ideas from any sources available.
   
• “gifting” of time from one’s block to friends would involve similar challenges to renting.
  
• Vic stressed that communication about use of time by other family members when one group leaves before the end of their block is essential.
  
• Sheila will generate a list of timeshare guidelines regarding the responsibilities of renters.

c. Spouses as shareholders Vic 

Discussion:

• Duane commended the group on the information sharing done before this meeting and stressed that this needs to continue in order to avoid any surprises at the meeting itself.
  
  
• Vic noted that when passing on shares, this process is subject to restrictions; he advised that we are no farther ahead or behind in terms of legal challenges to the USA with or without an amendment to that document concerning the transference of shares to a spouse.
  
  
• discussion concerning the amendment itself as outlined by the handout from Vic (Section 2. 2.1, 2.2, 2.3) ensued.
  
  
• the question of proxy voting arose; it was stated by Vic that a signed statement from the donor is required in advance of the meeting.
  
  
• Sheila outlined her position on spouses as shareholders and encouraged tolerance and understanding of the points of view of other shareholders. She expressed her concern about the effect on the relationships between shareholders of the potential conflict and tension involved in the discussion and resolution of issues. She suggested the formulation of a mission statement encompassing shared values which would be incorporated into the USA.
   
• Sheila will email her written statement for inclusion in the minutes. It can be found as an addendum to these minutes.
  
• Duane suggested the possibility of inclusion in the USA of the requirement of the ratification of the transference of shares to a spouse. This ratification would require a unanimous vote by the directors, on a casebycase basis.
  
• Vic’s original amendment to clause 11 of the USA was modified in the following section only, to read as follows:
  
  
• 2.3.3 If a Share would, for whatever reason, go to a third party (not including the spouse of an Original 6 Shareholder, or the spouse of a descendent of an Original 6 Shareholder, or a child or step child of an Original 6 Shareholder, or that of a descendent of an Original 6 Shareholder), that Share shall be automatically foreited if not sold pursuant to the provisions of paragraphs 1219 of the USA.
  
  
• Vic moved acceptance of the amendment as modified.
  Duane seconded.
  
  
• The resulting vote of those present was 3 for, 2 against. (For: Duane, Dale and Vic. Against: Sharyn and Sheila) Rhonda was not present to vote and did not provide a signed proxy statement but she sent an email to Sharyn indicating her intention to vote against the amendment. Sheila objected to not having Rhonda’s vote counted, claiming that the USA directs that a shareholder can transfer his/her vote by proxy to another shareholder. If Rhonda’s vote were counted, the outcome would be 3 for, 3 against. There was not a consensus as to the actual numbers for and against. The amendment was not carried because a unanimous vote was required.

d. Pet free policy/arrangements Duane

• Duane currently puts up a tent on the deck and sleeps there with his pet(s). This issue is not as big a priority for him as are renovations that are currently needed inside the cabin.

e. Line of credit. Duane

• We could use the revenue from shareholders’ monthly payments to finance a line of credit rather than either paying a greater amount each month or drawing from the general revenues accumulated to date. Duane circulated written material outlining the costs of this. The example that was discussed specifically was a loan of $30,000.00 which would require a payment of $540.00 per month.
  
  
• A current financial statement was passed out, indicating the finances available for renovations. The current equity is $25,692.30 

f. Off-summer priority booking process

• Sheila moved that whenever a conflict does occur, the shareholder with the higher position in the booking order for that year has preference.
  
  
• Duane suggested that when summer bookings are made, all other bookings desired should be made as well, by that shareholder’s booking deadline. Once all bookings have been made, additional bookings would be on a firstcome, firstserved basis.
  
  
• Both of these initiatives were carried unanimously.

g. Septic tank Dale

• Dale recommended having the septic tank pumped out and having an assessment of the septic system done in two years time in order to qualify for hookup to the new RDCO water system. (apparent cost for assessment $1000.) All agreed that this should be done in the 2012 season. Dale will arrange this.

h. Trees Dale

• Dale will check the cost of having the lombardy poplar falled by a certified and insured tree service. If the cost is $500. or less, he will have it done, otherwise we will do it ourselves. Sharyn offered that were we to do it ourselves, Michael could work with Dale, and possibly even do so this fall since his work schedule allows a number of days off consecutively. It was unanimously agreed that the apricot and cherry trees should be removed, as it is expensive to have fruit trees sprayed by a gardening service and currently the fallen fruit is an attractant to wasps, ants and local fauna, as well as being a burden to pick up each day in order to avoid an unsightly mess.

i. Shares certificates

• These are located in the minute book, which Jennifer has. 

j. Mission Statement Sheila

• Sheila suggested that one be formulated and gave an example which she had composed. The directors were asked to use it as a framework and starting point. Vic suggested slight wording changes. Sheila moved acceptance, Vic seconded. Accepted unanimously.
  
  
•  The mission statement reads as follows:

To preserve and maintain the legacy of the cabin given to us by Alph and Eileen through cooperative decisionmaking so that our families can enjoy its use as Alph and Eileen wished, as long as possible before changing its ownership.

4. Renovation Priorities

a. Basement

• There was discussion about the possibility of putting a full foundation under the cabin and enclosing it. This would entail both major excavation and the jacking up and blocking of the house and fireplace by a professional service prior to the pouring of the foundation. It was suggested that the finishing of the basement could be done over time by family members as a series of projects and/or work bees.

b. Bathrooms

• We will have a work bee at Easter 2011 to renovate the main bathroom, including a new tub surround, glass block in window opening, ventilation fan, floor tile, new fixtures and removal of the old electric heater. We will address any mold issues that arise in this process. 
  
  
• We will also pull up the carpet in the half bath, address any mold issues, and install tile and new fixtures.

c. Dock

• During the spring work bee, if time permits, and there is enough labour force, we will also perform dock maintenance. Duane mentioned that the use of 2X4’s as decking would be preferable to the use of 2X6’s. We will attach decking using screws rather than nails.
  
  
• Dale will check the condition of the dock stringers prior to the work bee to determine whether any need to be replaced.

d. Spiral Staircase

• Sheila suggested that we look into replacing the spiral staircase with a metal spiral staircase. There was openness to this idea. Sheila will attempt to locate and cost one out in Calgary and Dale will do the same in Vernon and Kelowna.
  
  
• Dale suggests that we consider a spiral staircase that is wider than the present one so that 2 people could pass each other on the stairway.

5. Directors’ Resolutions

• These were signed and will be mailed by Sheila to Rhonda for signing. Duane will be president and Sheila will be secretary for another year.

6. Year end review

• Sheila thanked Jim Almond for assembling and installing the fans in the bedrooms with the help of Michael and Brad. Sharyn noted that compact fluorescent bulbs cannot be used in the ceiling fan in the middle bedroom; rather, incandescent bulbs must be used as this fixture has a dimming function. It is also equipped with a remote control. Replacement fluorescent bulbs are stored in the hall cupboard. 
  
  
• Vic thanked Dane for helping him to organize the boathouse. Several directors echoed the thanks and noted that they had done a phenomenal job.
  
  
• The ants seem to be under control and their population seems to be continuously dwindling. Dale puts out liquid ant poison inside the cabin every spring. As well, he kills scores of large flying ants inside the cabin, in the spring which are the females looking for a place to nest, presumably.

7. Financial Statements 

• These were prepared, as always, by Jennifer. Sharyn distributed these to all present and Rhonda’s will be mailed to her by Sheila. Duane moved acceptance and Sheila seconded. Acceptance was unanimous.
  
  
• A sheet outlining the value of Fintry shares was distributed for perusal.
  
  
• Vic indicated his possible interest in purchasing Rhonda’s shares, if they are available for purchase. 

8. Fintry Synopsis

• There was no Fintry Synopsis prepared for this meeting. Sharyn mentioned that this information was sent out in an email from her a couple of weeks ago, including the Summer 2011 Rotation (“Order of Priority” for bookings) and the dates for the 6 timeslots for Summer 2011.

9. Status of Shareholders

• Sharyn indicated that all fees have been paid with the exception of cheques from Dale, Sheila and Rhonda which will be deposited on October 31, 2010.

10. Summer 2011 Rotation

• As indicated in Sharyn’s October 5th email, the Time Slots available for Summer 2011 are as follows:

June 29 to July 9

July 10 to July 20

July 21 to July 31

Aug. 1 to Aug. 11

Aug. 12 to Aug. 22

Aug. 23 to Sept. 2

• The 2011 Booking Order is as follows:
  
  

Vic…………………….by Nov. 1, 2010

Dale…………………..by Nov. 7, 2010

Rhonda………………by Nov. 14, 2010

Sharyn……………….by Nov. 21, 2010

Duane………………..by Nov. 28, 2010

Sheila…………………last spot available

11. Next AGM

• set for Saturday, October 15, 2011, at Duane’s at noon, beginning with lunch.

ADDENDUM I TO SIGNANT TWO AGM

Sheila sent the following email to all Shareholders on Oct. 10, 2010.

During our meeting yesterday, I was searching for the clause in the USA that deals with nominating a Shareholder as a proxy for casting one’s vote if one cannot be present at the AGM.

I wish to direct your attention to item 3.2 in the USA in Section #3, “Subscription for Shares.”

I would note that this item indicates that a Shareholder Block is entitled to nominate one proxy for the purposes of voting at the AGM, and that it does not stipulate in what manner that proxy is to be assigned nor that the Shareholder transferring the proxy must do so in writing nor must he/she provide his/her signature to make the transfer valid.

Therefore, I request that this clause of the USA be noted in the minutes as an addendum, since I could not locate it during the meeting.

Respectfully,

Sheila

ADDENDUM II TO SIGNANT TWO AGM 

The following is a copy of the text that Sheila presented during the discussion regarding the transference of shares to spouses.

Sharing of Signant Two Shares with Spouses

Background

I have spent a lot of time reflecting on this very complicated issue. I have tried to look at the issue from both points of view and draw up a list of pros and cons of the request.

I want to express to Vic, in particular, who presented this motion, that I respect your point of view and that I understand that this issue is very important to you.

I believe that differing points of view need to be respected and not judged. I want to encourage tolerance. We own the cabin jointly, and therefore have to make decisions jointly. With differing opinions on issues, there will be times when we make a decision based on the majority’s view. That will mean that sometimes I will not always get what I want, and the same for each of us. This has not happened yet in our affiliation, so I believe it is very important that when it does happen, it be done with great care.

My Concern for our Sibling Relationships

I am concerned for the state of sibling relationships now, with the discussion that has happened to date over this issue and the state of sibling relationships after a decision has been arrived at in this matter. Specifically, I am referring to what we might call “tensions and hard feelings.” To me the issue of who we are to each other—brothers and sisters—and the value of seeing each other as an aly and not an enemyoverrides any concrete issue that can ever arise in our discussions about how to manage and maintain the cabin. (such as spousal shares or a petfriendly cabin, for example) 

For me, this is a value worth more than the cabin, itself.

When it comes to voting on this motion, it comes down to pros and cons that each of us perceives depending on our circumstances. I want to acknowledge that we have different circumstances and different ways of seeing this and every issue because we are different people and I urge us all to respect all those points of view.

In conjunction with this thought, I wish to state that I believe that we would do well to work on a Mission Statement for our organization, and to do it soon, perhaps at this meeting. That way, we would articulate a common understanding of the values we share.

I would like to explain where I stand.

1. My Fear

A few weeks ago, I sent an email to all of you. In it I asked Vic two questions which I believe are at the root of my “fears” about this issue.

In the intervening time, I came to realize that my fears lie in my lived experiences of how a former brotherinlaw has been, I’ll use the word “unreasonable,” by which I mean, “not acting in a way that, in the circumstances of the situation, would be reasonable.” 

I realize that not all brothers and sistersinlaw can fairly be put in the same category.

I also acknowledge that one cannot know in advance how a given person might be motivated to act in a future situation where a marriage has broken down.

Thirdly, I wish to state that I am taking a longterm view, that is, beyond the possibilities of what could happen in our generation, but into the next generation, where there are presently 7 marriage unions and could possibly be a total of 17 marriages in future years if all of our nieces and nephews were to marry.

2. My experience of Peter’s Unreasonableness

However, my experience of this person leaves me with a deep fear and a dread of “what could be possible” if such a person were to have shares in Signant Two and were to have a desire to act in a way that we original shareholders would experience as “unreasonable.” 

I ask you to bear with me and allow me to tell you about one such experience of this person because I realize that my experience of his unreasonable nature and actions has left me with a profound fear about what a person is capable of doing when s/he has some power and has decided to use that power to pursue a goal that goes against what another person holding equal power would desire.

3. My experience at the Airport in August of 1996

4. I shudder to think that approving this amendment could lead to such a       person having the power of being a shareholder in our family cabin.