**Update: TLC has decided not to hold an EGM on July 18, and are going straight to court July 28**
June 23, 2015
Dear Briony Penn and the TLC Board of Directors
In light of the June 12th vote by TLC members which defeated the proposed bylaw amendment pertaining to inalienable properties, the Wildwood Protectors would like to work with the TLC board and legal counsel to come up with a solution that honours the needs of TLC creditors while ensuring Wildwood remains under charitable protection. The Wildwood Protectors is a citizens group which includes many long-term TLC members and donors to the campaign to protect Wildwood.
We were very disappointed that, despite our requests dating back to May 24th, 2015, TLC did not work with us to bring forward a win-win solution to the meeting June 12, that would have allowed the transfer of most inalienable properties as per the Plan, while providing legal assurances that Wildwood would stay in the ownership of a not-for-profit charitable trust or society.
Instead TLC confused supporters when inaccurate information was disseminated through the newspapers, radio and in a notice to TLC members that claimed 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.”
In truth, and according to TLC legal counsel, Wildwood could not be removed or excluded from the bylaw amendment that was to be voted on. With no advance notice to members, the TLC directors presented a binding declaration at the Extraordinary Meeting that purported to ensure Wildwood was not affected by the proposed bylaw amendment.
In fact, and again according to TLC legal counsel, had the bylaw amendment passed, the declaration would have opened the door for a sale of Wildwood to private interests by ordinary resolution of the members. The declaration would also allow transfer of Wildwood to a non-charitable society, and we are aware that such a society can be wound up and the assets distributed to members, or converted to a for-profit corporation.
As we have communicated to TLC over the last two months, sale of Wildwood to private interests is not acceptable as it contravenes TLC bylaws that currently protect inalienable properties, it appears to contravene the Charitable Purposes Preservation Act, and is a serious breach of trust with TLC donors who entrusted TLC to protect Wildwood forever. This concern is echoed by the voices of more than 1500 citizens who have signed our petition, as well as nearly 50 conservationists, forestry professional, educators, TLC members and donors to the campaign to protect Wildwood.
Consequently, our only option on June 12 was to defeat the proposed bylaw amendment which would have legally opened the door to a sale of Wildwood to private interests.
We recognize that a bylaw change is necessary in order for TLC to transfer inalienable properties to other charitable land trusts (and municipal governments in the case of Monk’s Point), and we do not want to stand in the way of these transfers. We are still hoping, despite indications to the contrary in TLC’s recent news releases and radio interviews, that TLC will work with us to bring a win-win proposal to the next meeting.
We have drafted up two versions of a bylaw amendment which we feel honours the intention of the current bylaws, and allows for the Plan of Arrangement to be immediately implemented. Both proposed resolutions are attached with this letter.
Resolution A is the simplest, and essentially removes the requirement that the Society dissolve in order for a transfer to occur, while strengthening the requirement of who the property could be transferred to.
The second option, Resolution B, would require a vote on the transfer of inalienable properties, and thus would require additional special resolutions sent to members at the same time for expediency.
We hope we won’t again be put in a position to have to vote down a bylaw amendment that opens the door to a sale of Wildwood to private interests. There are clearly other alternatives, and we would prefer to invest our energy into fundraising so we can increase the current $600,000 offer by the Ecoforestry Institute Society which would ensure Wildwood is transferred to a charitable trust and maximize the funds available to repay creditors.
We learned through an announcement on public radio by TLC Directors of Operations, John Shields, that another Extraordinary General Meeting will take place on July 18th. Mr. Shields indicates that another vote will take place on amendments to the inalienability bylaws, and claims that the special resolution will explicitly “not cover Wildwood”. He also states that “Wildwood will be excluded from this round of changes to the inalienability status.”
TLC’s special resolution would have completely removed the protections of the current inalienability bylaws, which are designed to keep inalienable properties in the hands of a charitable society like TLC. The bylaw amendments would have given a broad sweep of authority to TLC directors to carry out the Plan of Arrangement, a plan which can be amended at any time after the vote in any way TLC directors choose, and a plan which currently still specifies the sale of Wildwood to private interests. Clearly, if TLC still plans to put forward a special resolution to amend the bylaws in a way that removes the requirement for inalienable properties to be transferred to a charitable organization like TLC, then retaining inalienable status for Wildwood would become meaningless. Frankly, we feel wary of the information that TLC may be putting forward about the potential impact your proposed bylaw amendment could have on Wildwood and all the other inalienable properties. Does TLC have any intention to consult with us regarding the coming special resolution before sending it to members?
Given that members need 21 days’ notice of a vote on a special resolution, and the announced date of July 18th for an Extraordinary General Meeting, we are concerned that this time frame again will not allow for meaningful discussion and finding a solution to address our concerns. Consequently we request that the following three items be included with your notice to members of the upcoming meeting:
1.Special resolution A to amend Section 20.04(b) of the TLC bylaws (see attached document). This amendment would allow for the immediate transfer of the 28 ecologically sensitive properties to the Nature Conservancy of Canada and the Nature Trust of BC, as well as the transfer of Monk’s Point to the District of Tofino as per the Plan of Arrangement.
2.The following members motion about Wildwood:
The members of TLC move that the inalienable property known as Wildwood can only be transferred to a not-for-profit charitable purpose trust, or another established charitable land trust like TLC, and with a secured minimum contribution to TLC of $600,000, and with a goal of $860,000.
3. Information on how to contact the Wildwood Protectors so that any TLC member who wants to register a vote ensuring Wildwood stays in the hands of a charitable Trust or Society may choose to assign their proxy vote to TLC members in our group. Email email@example.com or call Glenys at 250-758-1287
TLC bylaw 19.01 directs the Society to “operate with the highest possible standards of ethics and integrity.” We, as members, are doing due diligence to honour the commitment to donors to protect these properties in perpetuity, and to uphold the intention of the current inalienability bylaws. We expect the TLC board and Director of Operations to do the same, and this means letting go of any sale of Wildwood, an inalienable property, to private interests.
If you do not find our amendments satisfactory, please feel free to make changes or suggestions, as we would welcome the opportunity to work with TLC on finding a win-win solution to this important issue
We look forward to your reply in the next couple of days.
On behalf of the Wildwood Protectors:
Jessica Snider, TLC member since 1999
Roblyn Hunter, TLC member since 2000
Glenys Wood, TLC member since 2015