INFORMATION FOR SHAREHOLDERS & MEMBERS

ELMIRA GOLF CLUB LIMITED

 

 

Ontario Not-For Profit Corporation Act (ONCA)

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• The ONCA was officially enacted October 2021.

• Under the Act a corporation that has shares can no longer be not-for-profit (NFP).

• NFPs with shares must transition, by October 2026, to one of the following:

            1.  a not-for-profit capital corporation without shares (under the ONCA), or​​

            2.  a co-operative corporation (under the Co-operative Corporations Act), or

            3.  a for-profit share capital corporation (under the Ontario Business Corporations Act).

• The Elmira Golf Club Board of Directors, in consultation with its auditor and lawyers, has determined that it is most advantageous to continue operating as a Not-For-Profit Corporation.

•  Therefore, the Elmira Golf Club is required under the new ONCA, to call a special meeting of the shareholders to cancel all its shares to remain as a Not-for-Profit Corporation.

 

History

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• Incorporated in 1963 as Eldale Valley Limited, a For-Profit corporation with the ability to issue up to 2,500 capital shares in the corporation.

• The course opened the current front nine in June 1965 with the plan to expand to 18-holes in the future.

• In 1974 the club applied for and received approval for new Supplementary Letters Patent to become a Not-For-Profit corporation.

• The name of the corporation was changed from Eldale Valley Limited to Elmira Golf Club Limited.

• The golf course expanded to a full 18-holes in 1974.

• As a Not-For-Profit the club maintains a reasonable and competitive fee structure

• Surplus earnings are re-invested to continuously enhance and maintain the course, facilities, equipment, and programs.

• Recent projects of note include a new club house, redesigned holes, paved parking lot, new tee decks, an automated irrigation system and junior golf development.

• Elmira Golf Club continues to provide significant local employment opportunities, has a steep history in the game, and contributes significantly to the recreational needs of Elmira and the surrounding Region of Waterloo.

 

Share Capital

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• Shares in the Corporation were sold from the beginning and helped to fund the construction of the course.

• As the Club evolved, the purchase of a share essentially became a requirement for membership

•  To date 1,215 shares have been issued to 1,017 shareholders.

• The purchase of a share allowed each shareholder to then purchase a golf membership and to have a “voice” in the business of the club by voting on important matters at Special or Annual General Meetings.

• Shareholders were also able to join the Club’s volunteer committees and seek election to the Board of Directors, if so inclined.

• By Provincial Law, shareholders in a not-for-profit corporation cannot receive dividends or any financial gain from corporation profits.

•  In 2017 the Board of Directors placed a moratorium on selling any new shares when our auditors highlighted the new ONCA legislation.

 

Location and Official Plan

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• The Woolwich Planning Development Services was contacted regarding the status of the Elmira Golf Course

• According to the Township and Regional Official Plans, the Elmira Golf Course is officially located almost entirely outside of the Settlement Boundary, and as such is designated Prime Agricultural and Restricted (natural features).

• The lands are thus limited in use to Agricultural and Agriculturally related activity.

• The existing golf course is considered legal non-conforming which allows for the future continuation as a golf course.

• As the majority of the lands are not within the settlement area (with approximately 30% of the course in the GRCA flood plain) the property is then not a candidate for future residential use.

• These statements confirm a clear path forward regarding the future of the Elmira Golf Club to remain as that envisioned by so many former shareholders, members, and volunteers: enabling golfers to continue to enjoy the property as a golf course.

 

Action Required

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We need your help to comply with the Requirements of the ONCA.

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• Please Vote in advance by Proxy.

• A Special Meeting of the shareholders will be held at:  The Elmira Lions Hall, 40 South Street W, Elmira, ON, N3B 1K8 on (Oct.11, 2023).  Please Click Here for location and directions on Google Maps.

• The purpose is to pass the proposed resolutions at this link (Please Click Here)  which will enable the Elmira Golf Club to comply with the ONCA, functioning as a Not-for-profit without shares.

• A valid meeting requires that shareholders representing at least 608 shares must attend or submit a proxy in advance.

• A proxy form can be found below or by (Clicking Here).  The Board of Directors must receive any advanced proxies no later than October 10th, 5pm, 2023.

• If additional information is required, feel free to contact Jeremy Logel, GM/Executive Professional at Elmira Golf Club at jeremy.logel@elmiragolfclub.on.ca or 519-669-1652 ext. 3. Mailings can be scanned and emailed to Jeremy or mailed to P.O. Box 61, 40 Eldale Rd., Elmira, ON, N3B 2Z5

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