Introduction to Special Resolution

Introduction to Special Resolution
Canada’s Ecological Gifts Program provides a way for Canadians with ecologically sensitive
land to protect nature and leave a legacy for future generations. After this program was
introduced, the Federal Government asked TLC to modify its bylaws. Part 20 Protection of
Property was added to the TLC Bylaws to provide assurance that if TLC received an Ecological
Gift property that it will be protected in perpetuity. Section 20.01 gives the directors the
discretion to declare a property or an interest in property inalienable.
Over the years Part 20 has been amended to recognize that TLC has dealt with properties that it
has acquired by transferring them to other organizations or agencies to assure best management.
In 2013, TLC found itself with substantial debts and unable to sustain all of the properties it had
acquired. TLC filed for protection pursuant to the Companies’ Creditors Arrangements Act
(CCAA) and in 2015 TLC presented a Plan of Arrangement to repay its creditors and to transfer
or sell a number of properties (including some which were declared inalienable) in a manner
which seeks to preserve these unique properties.
Creditors approved the Plan of Arrangement by over 98%. The Plan calls for TLC to transfer 28
ecologically sensitive properties, most of which are declared inalienable, to the Nature
Conservancy of Canada (NCC) and the Nature Trust of BC (TNTBC). The two trusts are
providing TLC $1.5 million for the Plan. This money is crucial for the payment of the secured
creditors and, while less than the fair market value of the properties, will ensure that these
properties are preserved and protected by reputable organisations for years to come.
TLC also has three inalienable properties in the Plan of Arrangement that are not considered
ecologically sensitive: Monks Point, Lohbrunner Farm and Wildwood Ecoforest. The Plan calls
for these properties to be transferred as well.
Monks Point will go to the District of Tofino to be preserved as a public park. In
exchange one of TLC’s benefactors (who prefers to remain anonymous) will forgive $1 million
of debt. The District of Tofino has agreed to pay $250,000 and accept the property with a
protective covenant.
The Lohbrunner property has two parcels, one a forested lot and the other a farm. The donor’s
heirs have agreed that the woodlot can be transferred with other properties to NCC and TNTBC.
They do not wish the farm to be sold, and so another suitable home is being sought.
Wildwood has been the subject of an $860,000 offer from an ecoforester who apprenticed with
Merv Wilkinson. Merv sold his land to TLC with the understanding that it would continue as a
working forest, continuing his method of both protecting the forest and harvesting individually
selected trees.
Board of Directors: Briony Penn (Chair)  Frances Pugh (Vice-Chair)
Mel Lehan  Fred Newhouse  Bill Pearce  Lori Roter  Tom Watson
PO Box 50054, RPO Fairfield Plaza, Victoria, BC V8S 5L8
Phone: 250-479-8053 Fax: 250-744-2251 conservancy.bc.ca
The Ecoforestry Institute Society, which currently manages the property, sought to have
Wildwood excluded from TLC’s Plan of Arrangement. Unfortunately, TLC cannot afford to
keep Wildwood, and TLC has been attempting to find a mediated solution that will satisfy both
the Plan and TLC’s obligation to Merv Wilkinson to see Wildwood continue as a working forest.
TLC has not wanted to mediate in the press, and has refrained to disclose all the options that it
has considered to resolve the issue. Nonetheless, the Board believes that the membership needs
to be fully informed in order to vote on the amendment as it applies to Wildwood. Whatever the
outcome of mediation, for the Court to approve the proposal for Wildwood in the Plan, the
inalienable status must be resolved. The Board is proposing to fully and openly present all its
options at the meeting called to amend the Part 20 by Special Resolution.
The current Part 20 of TLC’s bylaws provides that:
PART 20
PROTECTION OF PROPERTY
20.01 The Directors may declare a property or an interest in land to be inalienable.
20.02 When a property or an interest in land is declared to be inalienable, the Society will take
every measure possible to ensure its protection in perpetuity.
20.03 A property that has been declared inalienable shall be:
(a) protected by a Conservation Covenant under section 219 of The Land Title Act (British
Columbia). The Covenant shall be held by one or more organizations independent of the Society
and shall, if allowed by the Registrar of Land Titles, prohibit mortgaging and restrict sale; and
(b) protected by adequate insurance.
20.04 A property that has been declared inalienable shall not be:
(a) mortgaged under any circumstances; or
(b) sold or transferred unless the Society is being dissolved, and then may be sold or transferred
only to another society having similar purposes.
20.05 An interest in land that has been declared inalienable shall not be released or sold.
20.06 An interest in land that has been declared inalienable may be:
(a) transferred or assigned only to an organization having similar purposes to the Society,
provided that the Society retains a reversionary interest in the land and such transfer is approved
by a Special Resolution of the Society; or
(b) transferred or assigned only to an organization having similar purposes to the Society,
without a Special Resolution of the Society and without a reversionary interest, if the Society is
being dissolved.
20.07 The Society will seek to constantly improve the level of protection provided to inalienable
property as new legal mechanisms become available.
Board of Directors: Briony Penn (Chair)  Frances Pugh (Vice-Chair)
Mel Lehan  Fred Newhouse  Bill Pearce  Lori Roter  Tom Watson
PO Box 50054, RPO Fairfield Plaza, Victoria, BC V8S 5L8
Phone: 250-479-8053 Fax: 250-744-2251 conservancy.bc.ca
20.08 The Society may not remove inalienable status once granted.
The special resolution will seek the Member’s approval to amend the bylaws as follows:
Be It Resolved: That Part 20 of the Bylaws of TLC The Land Conservancy of British Columbia
be amended as follows:
PART 20
PROTECTION OF PROPERTY
20.01 The Directors may declare a property or an interest in land to be inalienable.
20.02 When a property or an interest in land is declared to be inalienable, the Society will take
every measure possible to ensure its protection in perpetuity.
20.03 A property that has been declared inalienable shall be:
(a) protected by a Conservation Covenant under section 219 of The Land Title Act (British
Columbia). The Covenant shall be held by one or more organizations independent of the Society
and shall, if allowed by the Registrar of Land Titles, prohibit mortgaging and restrict sale; and
(b) protected by adequate insurance.
20.04 A property or interest in land that has been declared inalienable shall not be:
(a) mortgaged under any circumstances; or
(b) sold or transferred unless:
(i) 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 AttorneyGeneral of British Columbia.
20.05 Other than in accordance herewith, an interest in land that has been declared inalienable
shall not be released or sold.
20.06 An interest in land that has been declared inalienable may be:
(a) transferred or assigned only to an organization having similar purposes to the Society,
provided that the Society retains a reversionary interest in the land and such transfer is approved
by a Special Resolution of the Society; or
(b) transferred or assigned only to an organization having similar purposes to the Society,
without a Special Resolution of the Society and without a reversionary interest, if the Society is
being dissolved
20.06 The Society will seek to constantly improve the level of protection provided to inalienable
property as new legal mechanisms become available.
20.07 The Society may not remove inalienable status once granted.
Board of Directors: Briony Penn (Chair)  Frances Pugh (Vice-Chair)
Mel Lehan  Fred Newhouse  Bill Pearce  Lori Roter  Tom Watson
PO Box 50054, RPO Fairfield Plaza, Victoria, BC V8S 5L8
Phone: 250-479-8053 Fax: 250-744-2251 conservancy.bc.ca