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ECOFORESTRY INSTITUTE SOCIETY

June 22, 2015

The Truth about Wildwood and TLC’s June 12th meeting

The following information is in response to TLC’s June 18th news release regarding their June 12th special general meeting. This information is factual and supported by evidence that is available for anyone who wishes to see it.

June 6: the TLC and EIS boards met. EIS was given little notice of the meeting.

The Boards met and one of the results was an agreement that TLC would “exclude Wildwood from the upcoming bylaw amendment”. The contents of the meeting were confidential.

June 8: TLC posted a press release regarding the June 6th meeting. It was posted and sent out without EIS’s knowledge or approval. It disclosed confidential contents of the June 6th meeting without EIS’s consent.

That June 8th PR said, “The Board of TLC has agreed to remove Wildwood from the bylaw amendment to be voted on at TLC’s Extraordinary General Meeting on Friday, June 12.”

Counsel for EIS, Patrick Canning, sought clarity regarding how that would look on paper.

June 11: counsel for TLC advised Mr. Canning that in fact they could not fulfill that promise, and that in their view Wildwood could not be removed or excluded from the bylaw amendment. Counsel for TLC instead proposed that TLC would sign a binding declaration to make sure Wildwood was not affected by the proposed bylaw amendment.

Counsel for EIS sent the following proposed wording for the binding declaration:

TLC – The Land Conservancy of British Columbia (TLC) hereby declares that the property known as Wildwood, in Cedar, BC, will not be sold in a private sale as contemplated in the Plan of Arrangement, but, Wildwood will only be transferred to a charitable purpose trust, or if a trust arrangement cannot be agreed upon, an established charitable legal entity. Additionally, TLC will amend the Plan of Arrangement to reflect this commitment regarding Wildwood.

This Binding Declaration is enforceable by any member of TLC as if it were a contract between TLC and that member.

This declaration can only be amended by a vote of the membership at a General Meeting of TLC.

Counsel for TLC rejected this proposal, despite TLC’s public commitment to put Wildwood in a charitable purpose trust posted in their May 21st joint news release, found here, http://blog.conservancy.bc.ca/2015/05/tlcs-wildwood-dilemma/

June 12: the same day as the scheduled meeting regarding the bylaw amendment, counsel for TLC then proposed their version of a binding declaration, enclosed below. When asked by Mr. Canning, counsel for TLC agreed that it allowed for transfer or sale of Wildwood to a non-charitable society, or transfer to private interests with a 51% vote of the membership. These were EIS’s specific concerns, and had been voiced to TLC for weeks leading up to the June 12th meeting. The problem EIS has with a society that does not have charitable status is that it can be wound up and the assets disbursed to members, or it can be converted to a for-profit corporation.

TLC did not fulfill their June 8th public promise to “remove Wildwood from the bylaw amendment” and they would not sign a binding declaration to put Wildwood in trust, even though they publicly committed to do so on May 21st.

June 18: TLC released a press release blaming EIS and Wildwood Protectors for the bylaw amendment being voted down. Those entities did not do so, TLC members did. They were prompted to do so by EIS and Wildwood Protectors because of the broken promise regarding Wildwood, the lack of any firm commitment in writing to protect Wildwood, and the clear agenda of TLC to transfer Wildwood to the private interests mentioned in their May 21st press release, and in the Plan of Arrangement.

Additionally, TLC said in their press release that “TLC’s Board of Directors, under legal guidance, issued a binding declaration with respect to Wildwood which would hold off on any disposition of Wildwood until TLC’s AGM in the fall when it could report on the discussion with EIS.”

In fact, their binding declaration did not have that effect at all. Counsel for TLC said that the declaration “confirms that TLC will not proceed with such a private sale unless approved by the members. It doesn’t purport to limit TLC’s authority to dispose of the property to a society/charitable group.”

TLC also said in their news release: ““The Board and I are disappointed in the actions of EIS and the citizen group,” said Briony Penn, Chair of TLC’s Board. “We have been trying to work with them to find the best solution possible for Wildwood. We had agreed to a Special Purpose Trust, we had agreed to a covenant, we had agreed to hold off on any final commitments regarding Wildwood until after EIS and TLC could collectively analyse all of our options and together create a recommendation. We still hope that the two organizations can compromise because there is so much at risk – TLC’s Plan of Arrangement, our negotiations with other societies, the protection of all of TLC’s properties and covenants, and repayment of our creditors.”

TLC may have made those promises in their former news releases and statements to EIS, but when asked to put them in writing they would not do so. Instead they broke their promise to exclude Wildwood from the bylaw amendment, and would only commit to transfer Wildwood to a society or complete their desired private sale with a 51% vote of the membership. The fact is that TLC knew this did not meet EIS’s concern, but were confident they would win the June 12th vote on the bylaw amendment removing inalienable status.

Unfortunately, TLC did not know their own bylaws thoroughly, and was not aware that only people present at the meeting could vote on a special resolution. EIS and Wildwood Protectors gave TLC ample notice that if Wildwood was not protected in writing, they would encourage TLC members to vote down the bylaw amendment which would have otherwise enabled its sale.

THE EIS POSITION

If TLC wanted the Plan to go ahead and creditors to be paid, all they had to do was put in writing the commitments they had already made publicly regarding Wildwood on May 21st and June 8th. The members of TLC have spoken and do not want Wildwood transferred to private interests. Why does TLC continue to pursue this to the detriment of their creditors?

EIS has a mandate for eco-forestry, and has a highly qualified board of eco-foresters, registered professional foresters, and naturalists. Collectively they have decades of experience working with and for Merv Wilkinson, and they have been stewarding Wildwood under an MOU with TLC for 14 years.

EIS sincerely wants TLC’s Plan of Arrangement to go ahead, other than the private sale of Wildwood mentioned in it. EIS also sincerely wants TLC creditors to get paid in full the 8 million dollars they are owed. EIS has offered $600,000 to put Wildwood in trust and to help repay TLC’s creditors.

EIS encourages those creditors to ask TLC why they are willing to risk not being able to repay them just to hang on to the possibility of a private sale of Wildwood to two individuals whose offer they flat-out rejected in 2010, as described in this TLC webpage: http://blog.conservancy.bc.ca/2010/08/tlc-comments-on-recent-media-stories-about-wildwood-2/

TLC’S PROPOSED BINDING DECLARATION

The following copy was TLC’s proposed binding declaration, which they also brought to the special general meeting and handed out to some members. EIS has bolded the wording under the heading Declaration that is problematic. TLC fails to ensure that Wildwood will be transferred to a non-profit charitable purpose trust, with no for-profit venture permitted.

BINDING DECLARATION IN RESPECT OF THE WILDWOOD PROPERTY
BACKGROUND:

1. The TLC The Land Conservancy of British Columbia (“TLC”) has proposed amendments (the “Proposed Amendments”) to paragraph 20.04(b) of its by-laws (the “By-laws”) which, if approved, would allow the sale or transfer, in the following circumstances, of a property or interest in land that has been declared inalienable by the Directors of TLC (the “Directors”):

“(i) [if it is] sold or transferred to another society or charitable group having similar purposes;

(ii) in accordance with the Plan of Arrangement of the Society approved by the Supreme Court of British Columbia; or

(iii) on application to the Supreme Court of British Columbia on notice to the Attorney-General of British Columbia.”

2. The Proposed Amendments are being presented to the members of TLC (the “Members”) at an extraordinary general meeting to be held on June 12, 2015 at 7:00pm.

3. If the Proposed Amendments are approved by special resolution of the Members, the Directors will have the authority to dispose of TLC’s inalienable property and other interests in land in the limited circumstances contemplated by the By-laws, as amended by the Proposed Amendments.

4. The properties and other interests in land of TLC include the real property located at 2929 Crane Road, Cedar, PID 009-712-593 (the “Wildwood Property”), which was previously declared inalienable by the Directors.

5. Despite the authority that will be vested in the Directors as a result of the Proposed Amendments, if approved by the Members, the Directors do not wish to use their authority under paragraph 20.04(b) (ii) of the amended By-laws to dispose of the Wildwood Property unless the disposition contemplated under the Plan of Arrangement has been presented to and approved by the Members by ordinary resolution. The Directors have approved a Board resolution to that effect.

6. TLC wishes to make this Declaration in respect of any disposition of the Wildwood Property under paragraph 20.04(b) (ii) of the By-Laws, as will be amended by the Proposed Amendments, with the intent that such Declaration be legally binding upon TLC.

DECLARATION:

The undersigned, TLC The Land Conservancy of British Columbia, hereby declares, with the intent that such declaration be legally binding upon TLC (and not upon any of its directors, officers or other authorized signatories personally), that TLC will not dispose of the Wildwood Property under the Plan of Arrangement pursuant to its authority under paragraph 20.04(b)(ii) of the By-laws, as amended by the Proposed Amendments, unless such disposition has been presented to and approved by the Members, by ordinary resolution. TLC understands and acknowledges that the Members will be relying on this Declaration when considering whether to approve the Proposed Amendments.

Signed at ____________________________________________, British Columbia on June ___________, 2015.