Special Meeting Highlights 10/11/23
Elmira Golf Club Limited Special Shareholder Meeting October 11th, 2023, 7pm at Elmira Lions Hall
“Highlights from the Meeting”
Agenda:
-
President Ric Black: Welcome and Introductions of The Board of Directors, Lawyer, GM, Accountant and Scrutineers (3).
-
Meeting Purpose: To discuss and vote on the resolution passed by the Board of Directors on January 19, 2023 to continue as a not-for-profit under the new ONCA legislation.
-
Summary of Shareholder Contact Efforts: See Timeline Progress Report for details. In addition countless phone-calls were made and received to explain the issue and answer shareholder questions.
-
The Resolution: (See Below for Layman's Highlights)
-
Quorum Requirements
Elmira Golf Club Limited BY-LAW NO. 1
A By-Law relating generally to the transaction of the business and affairs of the Company.
BE IT ENACTED, by the Directors of the Company as a By-Law thereof, as follows:
Quorum: A quorum for any meeting of shareholders shall consist of at least two shareholders personally present and holding or representing by proxy a majority of the issued and outstanding shares of the capital stock having voting rights at the meeting.
*The Quorum was reached for the Shareholder Special Meeting and announced at the meeting as a total of proxies and in-person shares equaled 630.
6. Questions / Discussion:
7. Voting Outline:
Not-for-Profit Corporations Act, 2010 – Transition Considerations
As of October 19, 2021, the Not-For-Profit Corporations Act, 2010 is in force.
Shareholder approval
The shareholders must approve how the company will continue by a “special resolution,” which is a vote approved by at least two-thirds of the votes cast by shareholders at a shareholder meeting where there is quorum (the minimum number of members present needed to make the meeting valid) or if all voting shareholders consent in writing.
Result of the vote: 612 in favor of the resolution, 15 against and 3 abstain. The resolution was passed.
8. Next Steps:
President Ric Black noted that next steps will be outlined in the coming weeks regarding preparation of the application for new articles of Continuance in the province of Ontario, which would revise the status to “not-for-profit without share capital” under the new ONCA requirements.
9. Adjournment – President Ric Black thanked all those who attended and all those who submitted a proxy for the Special Shareholder Meeting. He then ended the meeting.
Please contact jeremy.logel@elmiragolfclub.on.ca if you are a former shareholder and would like a copy of the official minutes sent to you from the October 11th, 2023, Special Meeting.
_________________________________________________________________________________________
The Ontario government enacted new legislation (ONCA) in October 2021 requiring such clubs to eliminate shares in order to continue to operate on a not-for-profit basis.
This action required that EGC hold a Special Shareholder Meeting to consider and approve the resolution from the EGC Board of Directors to cancel all issued and outstanding shares.
Resolution Highlights
-
to convert the Corporation into a corporation without share capital.
-
to change the name of the Corporation from Elmira Golf Club Limited to Elmira Golf Club.
-
to cancel all authorized outstanding and issued shares of the corporation.
-
to operate without profit or gains for its members.
-
to apply for Articles of Continuance to delete the existing objects from the original Letters Patent and to replace them with the following new objects.
The establishment and operation of a golf, country, sporting and social club for the purpose of:
-
promoting interest and participation in the sport of golf.
-
arranging tournaments and competitions, and establishing and granting prizes, awards and distinctions; and
-
provide dining, meeting, changing and equipment rooms and other facilities for members and guests.
The following web pages provide more detail around actions to date and those required:
-
EGC’s Story – brief narrative history of the club including the purpose and value of outstanding shares.
-
ONCA Legislation – a link to government guidance and wording of the new legislation enacted in October 2021, for those that are interested.
-
Timeline Progress and Media Ad.
History (1963 - 2023)
-
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 (Prior to Oct 11, 2023)
-
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.
-
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
