NOTICE OF ANNUAL GENERAL MEETING
AND NOTICE OF RESOLUTION
TO: THE VOTING STAKEHOLDERS OF THE TOURISM ASSOCIATION OF VANCOUVER ISLAND (The “Society”)
NOTICE IS HEREBY GIVEN pursuant to the Society Act of British Columbia (The “Act”) and the Bylaws of the Society, that the 2020 Annual General Meeting of the Tourism Association of Vancouver Island (hereinafter called the “Society“) will be held by virtual meeting:
DATE: Wednesday, October 21, 2020
TIME: 10:00 AM (Pacific Time)
For the following purposes:
- To receive and approve the financial statements of the Society for the fiscal year ending March 31, 2020;
- To approve the minutes of the October 10, 2019 Annual General Meeting;
- To receive the reports of the Board of Directors of the Society;
- To pass a resolution contained in this Notice of Annual General Meeting and Notice of Resolution;
- To appoint Auditors for the Society for the ensuing year; and
- To transact such further or other business as may properly come before the meeting and any adjournment or adjournments thereof.
As part of ongoing cost efficiency measures, Tourism Vancouver Island moved premises from leased premises at 501 – 65 Front Street to purchased premises at 201 – 1934 Boxwood Road effective July 2, 2020.
Legal consultation of Bylaws confirmed that a Special Resolution by stakeholders was not required to complete the purchase. However, a few days prior to the closing date, the lawyers for the lending financial institution, Coastal Community Credit Union, requested a resolution. There was no risk to the society in proceeding with the real estate completion without a passed resolution.
Therefore, for administrative purposes only, Tourism Vancouver Island presents the following Resolution to the stakeholders of the association.
WHEREAS the Society for its corporate purposes wishes to borrow money and obtain credit from the Coastal Community Credit Union (the “Credit Union”) from time to time and has agreed with the Credit Union to secure all debts, liabilities and obligations, present or future, direct or indirect, absolute or contingent, matured or not, extended or renewed, of whatsoever nature and kind and howsoever arising, at any time and from time to time owing or payable by the Society to the Credit Union (the “Debts”), by the granting to the Credit Union of a collateral mortgage in an unlimited amount and Assignment of Rents charging the Society’s interest in the property legally described as PID: 030-289-025, Strata Lot 3, Section 15, Ranges 7 and 8, Mountain District, Strata Plan EPS3915, a Commercial Loan Agreement in the amount of $618,750.00, a Commercial Security Agreement and an Environmental Indemnity Agreement (the “Security Documents”);
AND WHEREAS the members of the Society have passed a Resolution authorizing the Society to borrow funds from the Credit Union and to grant the Security Documents.
NOW THEREFORE BE IT RESOLVED:
- THAT the Society do enter into, execute and deliver to the Credit Union the Security Documents which includes a mortgage in an unlimited amount payable on demand, with interest as described in the mortgage (the “Mortgage”) and that the Mortgage will charge the real property or interest of the Society therein as described in the Mortgage which shall be delivered to the Credit Union as general and continuing collateral security as more fully set forth therein for the Debts;
- THAT notwithstanding any prior authorization of the Society with respect to the general use of the common seal of the Society, any one director or officer of the Society be and is hereby authorized and directed for and on behalf of the Society to execute, and if required by the Credit Union or otherwise considered necessary or desirable, to affix the seal of the Society to, and to deliver to the Credit Union the Security Documents, which shall be in such form and contain such terms and conditions as may be required by the Credit Union and approved by the person or persons executing the same on behalf of the Society, whose signature or signatures thereon shall be conclusive evidence of such approval, and that any one director or officer of the Society from time to time be and is hereby authorized and directed at any time and from time to time to sign, seal and deliver all such instruments and to ratify and approve all such acts and deeds as may be required to fulfil any of the Society’s obligations under the Security Documents.
The undersigned being a Director of the Society hereby certifies that the foregoing is a true extract of the Resolution of Members duly passed by the directors of the Society on the 21 day of October 2020 and that the Resolution is unamended and in full force and effect.
DATED at Nanaimo, British Columbia this 30th day of September, 2020.
|BY ORDER OF THE BOARD OF DIRECTORS
|Ian MacPhee, Chair|