A G M — 2 0 1 4
Minutes
2014 Annual General Meeting
Signant Two Holdings Ltd.
November 23, 2014
At Sharyn’s
Meeting called to order at 12:50 pm.
Shareholders present
All 6 present, including Sharyn, Vic, Duane and Sheila, in person, Dale via Skype, and Rhonda by phone.
Minutes from the 2013 AGM
Presented. No discussion. Minutes accepted as presented.
NOTE: Shareholders decided to revise order of agenda items and to address Item 2B prior to item 2A.
2B. Regarding Sheila’s agenda item
“Revisit the sale of our cabin: a discussion about what we each want for the next steps from here regarding ownership of the cabin. I anticipate that there are differing views in this regard and my sincere hope is that we can have an open, mindful and respectful discussion.”
Motion:
Sheila: That we not re-list the cabin for sale. Seconded by Vic.
Discussion ensued.
The motion passed unanimously.
Discussion included the following:
Sheila – does not want to sell
Dale – does not want to sell
Rhonda – believes that it is important that we deal in a fair manner with Shareholders wishing to divest themselves of their shares. She would like shareholders to consider changing the formula in the U.S.A.
Sharyn – feels there are too many issues to deal with to go back to owning the cabin together
Duane – asks, “How will the Shareholders address the pet issue if we keep the cabin?” Duane added that there are so many different viewpoints regarding priorities. He stipulated that something would have to change with his main issue, the pet issue. He noted that in the past we could agree on very little; having six groups, it is very difficult to arrive at consensus. The pet issue would need to be dealt with if his family is to continue to be part of the cabin.
Sheila expressed that she is highly motivated to explore possibilities that will be agreeable to those with asthma and those who own pets.
Vic – wants to keep the cabin. Vic noted that the formula (for the valuation of shares in the event that a shareholder wishes to sell) is there and it addresses the fact that the value of the cabin fluctuates over the years and that in the future it is possible that the cabin could be worth less than it is now.
2A. Regarding Rhonda’s agenda item:
“I would like to add re-listing the cabin for sale asap to the agenda in the event there is no interest among the shareholders in purchasing the cabin. I don’t believe the cabin had a long enough time on the market to generate public interest. Thanks.”
Rhonda decided that there was no longer any reason to make a motion in this regard, given the discussion regarding Item 2 b.
2C. New item:
Rhonda – motion that we amend the formula in the USA that assesses the value of shareholders shares so that it is more fair.
Discussion ensued.
Amended Motion: Rhonda moved to amend her motion to reflect the wording offered by Sheila: Moved that we consider amending the U.S.A. such that the formula in Article 13 regarding the valuation of a share have, as its final step, taking a fraction of 2/3 rather than ½ of the figure arrived at after considering real estate commissions, legal fees & disbursements, and transfer taxes.
Sharyn seconded.
Discussion followed. Points raised included the following:
Another consideration regarding fairness is that were the U.S.A. to be amended as proposed, it may not be fair and equitable for some Shareholders who cannot afford to purchase shares at the higher valuation.
Vic provided clarification of why the U.S.A. contains a disincentive for shareholders to sell: to encourage people to stay in and share this gift we were given (by Mom and Dad).
Question: Does voting in favour of the motion put us at a potential disadvantage? For example, could it affect us down the road as more people sell? Response: The number of shares held by a shareholder does affect the voting structure.
Dale: does not want to see any change in the present formula for the valuation of shares.
Voting on Rhonda’s amended motion:
In favour: Rhonda, Sheila
Against: Dale, Vic, Sharyn, Duane
Motion defeated.
3. Items of current business to be addressed in the event that the cabin does not sell:
Point of information: Current Balance in bank account: $14,547.93
3A. Regarding Vic’s agenda item:
re-institution of annual levy and user fees to build up the account for covering maintenance.
Motion: Vic: that we reinstitute, as of Jan 1, 2015, the annual levy to what it was prior to suspending it. (Note: Vic’s recollection was that the annual levy was two installments of $750.00 payable on Jan 1st and July 1st of each year.)
(Secretary’s NOTE: After the meeting, Sheila looked at her chequing records and learned that her 2012 assessment payments of $750.00 each were made on May 31st and Oct 31st. The payment due dates will need to be verified with Jennifer’s records and/or with previous AGM minutes.)
The motion was carried unanimously.
Motion: Vic: to reinstitute as of Jan 1, 2015, the user fee of $5.00 per head, with the exception of Dale and Jennifer and their families (as acknowledgement of their significant contributions to Signant Two).
The motion was carried unanimously.
3B. Regarding Duane’s agenda item
How will the shareholders successfully address the pet issue? (Duane)
Motion: Sheila: that shareholders successfully address the pet issue (so that Duane and his family do not have to set up tents to accommodate themselves with their pets when staying at the cabin).
Motion carried unanimously.
Strategies discussed for addressing the pet issue follow:
a) Can the cabin be hypoallergenically cleaned after pets have been in the cabin? This question was put forward and interest was expressed.
b) Flooring could be changed to, for example, laminate. It is easier to clean and does not harbour dander. Duane is willing to offer his labour to install laminate. Dale could play a role in purchasing the laminate at Costco in Kelowna, transporting it to the lake and helping with installation.
Motion: that Dale purchase laminate for the bedrooms, hallway, and living room and have it delivered in the next couple of months.
Seconded by Vic
Motion carried unanimously.
Duane may have time to work on this in the next couple of months.
c) Developing under the cabin could be researched. Perhaps it might be less expensive than we have imagined, given new technologies.
d) Converting the boathouse into living space.
Sheila and Dale will explore possibilities for converting the boathouse into living space.
3C. Duane’s Agenda Item regarding:
Upgrading projects – flooring, appliances, beds, stairs…
Duane – consider replacing the mattresses, possibly puchasing boxsprings, and, possibly, beds.
Motion – Sheila: that we buy new beds before the end of 2015, including mattresses, boxsprings and frames.
Seconded by Duane.
Unanimously carried.
Strategies for addressing upgrading projects, including the purchase of mattresses, boxsprings and frames, follow.
a) Duane the “Re-store” through Habitat for Humanity – Duane will look there for night tables and bedframes. The variety of stock changes constantly at this store since it depends upon donations. Some stock is brand-new and some is used, but in good condition.
b) Perhaps purchase the mattresses and boxsprings through Costco. Those with memberships at Costco will keep an eye out for a sale.
c) Also Dale and Duane will look at the possibility of purchasing beds and flooring simultaneously and having them delivered together, which may be cheaper than purchasing and delivering separately. (perhaps through Costco or Sears)
d) Dale – spiral staircase. Dale will look into an aluminum or painted steel replacement. Anyone else’s ideas would be welcomed. It was acknowledged that Michael Almond had thought of a design for a conventional staircase at some point in the past; however, it was agreed that given the space available, a spiral staircase would have the least impact on the beach area, and therefore would be preferable, if affordable.
e) Vic: Regarding roofing – Agreed by all that we need to keep the roof swept free of debris. Everyone agreed to monitor this during their stays. It was agreed that the roof is good at this point, but we will keep an eye on it. Vic also suggested that when it comes time to replace it, we consider hiring someone to do it.
f) Sheila mentioned that the front of the boathouse is very weathered and shingles are damaged at the edge.
g) The plan is to do a bit of upgrading each year and not do it all immediately.
4. Regarding Dale’s Agenda Item:
Sale or disposal of the wood/electric stove and motorboat in cabin yard.
Dale will do this soon.
5. Cabin Manual
Vic requested that Dale look at the Cabin Manual that is at the lake and verify whether it is up to date; in particular, regarding the procedure for draining down the cabin so that other shareholders will know how to do it. Dale agreed to do this.
6. Financial Records
Financial Records were circulated for review and were approved. The 2014 Property Assessment Notice values the land and buildings at $844,000.00.
7. Signing of documents
All shareholders expressed gratitude to Jennifer for her accounting and preparation of the annual documents. Sheila will mail the documents to Rhonda and Dale for signing.
8. Rhonda’s Shares
Rhonda indicated that she will begin the formal process of offering her shares for purchase. It was agreed that the communication process can be done through email.
9. Meeting adjourned
At approximately 2:00 pm. Please see ADDENDUM which follows.
ADDENDUM to Minutes of November 23, 2014 Signant Two AGM
The secretary notes that ordinarily we have an agenda item regarding an “Overview of the Year” where pertinent financial or maintenance details are noted. Since we did not include this agenda item, Sheila adds the following information, pertinent to 2014, for archival purposes.
Overview of the Year 2014
Sheila confirmed with Dale that the following maintenance and upgrades were done by him:
Propane tank
Replaced with a new 500 Litre (Dale to confirm capacity) tank by CanWest Propane. They used the existing line from the tank to the house, installed a pressure reducing valve at the side of the house, outside the back bedroom, and then replaced the line going from there to the furnace. A gas fitter ensured that all was up to code.
Ant Problem
On two separate occasions, the Company, “The Bug Master,” applied a liquid spray to the beams and all corners where walls meet ceiling or floor inside the cabin. He also sprayed on the outside bottom edge of the floor (base) of the cabin. There is one further application to be done in the spring. Dale will make arrangements. The liquid spray was “pyrethrum,” an organic product which is an extract from an African lily. Dale notes that it is very safe, not even requiring wearing a face mask during application. No chemicals are added to the natural extract. (Dale also noted that there has been very little ant activity since he began the applications of the spray. Most ants found in the cabin are dead.)
Drain hose
When he drained the cabin and winterized the washer, Dale noticed that the drain hose had completely detached from the fitting it was glued to. His plan will be to try to repair it in the spring using ABS cement. This may give it a bit more life; however, if this does not work, he will be looking for a good working used washing machine prior to the summer.
Dock license
Sheila confirmed with Sharyn that she communicated in the late spring with the government office, Land and Water British Columbia Inc. (LWBC), regarding renewal of the dock license which was to expire on Sept 1, 2014. This office indicated that there was a back log of renewals and that Sharyn should wait to receive a form regarding the renewal and then submit our payment. The office person said that, in the interim, the dock is still licensed. As of December 14, 2014, Sharyn had not received the form.
Minutes respectfully submitted by Sheila, December 14, 2014.