This post documents presentations, discussions, and questions relating the first three agenda items at the AGM.
Please note that difficulties with echoes in the room and random loud noises made hearing very difficult, and the transcriptions that follow are in some places incomplete. Gaps resulting from editing out repetition or extraneous words are indicated by ... and gaps resulting from audio being unintelligible are indicated by [...] or [unintelligible]. Words which were not completely clear at are in square brackets.
Questions to the board, when not directed to the Auditor, were answered by Paul Giffin as Chair.
Agenda
There were some difficulties with distributing copies of the minutes of the previous year's AGM because the power outage that had lasted for much of the day had made it impossible to print copies until just before the meeting commenced. It was explained that the agenda for AGMs is set and does not deviate from year to year.
Based on previous year's minutes, the standard Agenda is:
- Land acknowledgement
- Presentation and acceptance of previous year's minutes
- Presentation of financial statements by the auditor
- Fire Chief's Report
- Training Officer's Report
- Report of Captain No. 1 Hall
- Report of Captain No. 2 Hall
- Trustee's Honorarium
- Election of Trustees
The land acknowledgement and presentation and acceptance of the previous year's minutes proceeded normally.
Financial Statements
The auditor from KMA Chartered Professional Accountants, Doug Parkhurst, explained that there were no financial statements to present.
"I'm here to explain why there are no audited financial statements. With the turnover of personnel within the improvement district near the end of the year there was a gap in terms of when the financial records were made available to us. [...] We'd normally get them around the end of January or early February, I'm pretty sure they weren't delivered to us until the middle of May ... which is one reason this was scheduled for now. I have actually tripled the number of staff working on the engagement. But whenever there's turnover with different people doing some of the underlying books, there are differences in where people will [...] an expense. That's making a bit more of a challenge for us in terms of [...] more work [...] to reconcile. ... Marjory, who's the current ... corporate officer has been very good and very helpful, except for she only has so many hours in the day. And so my team has been ... bombarding her ... with requests for additional information so we can explain stuff. So Paul and I have been in communication, and I regret we were unable to complete it in time [...] We anticipate we should be able to have it done over the next couple of weeks and then present it to you in July."
He further explained that they have a professional obligation to provide accurate information to support any conclusions that are essential to a properly audited report.
This led to considerable outcry from the public attending and multiple crossing questions and answers, as detailed below.
QUESTION 1
QM: Is it correct that the law requires financial statements to be submitted to the inspector of Municipalities by May 15th each year?
The Auditor suggested that the Chair answer that question.
CHAIR: In January of 2025, as was mentioned in a previous [...] meeting, the provincial government passed a ministerial order that basically vacated that.
QM: That's false.
CHAIR: Okay.
QM: I claim my right as a landowner to speak. Ministerial Order M-10 flexes the date of the annual general meeting and the date of election. It makes no address whatsoever as to the date of submission of the audited financial statements. I have personally confirmed this with the Office of the Inspector of Municipalities.
CHAIR: Then perhaps you could tell me how we could meet a May 15th deadline with the financial report when we haven't even received it yet.
QM: Have you consulted, in your capacity as Chair of the board, with the Office of the Inspector of Municipalities?
CHAIR: Thank you.
QM: Have you received guidance from them? You're just not answering, here at the Annual General Meeting?
CHAIR: I'm telling you that the Ministerial Order allows—
QM: Do I need to look it up? 'Cause you're wrong. [...]
CHAIR: Thank you for that. Any other questions?
QUESTION 2
Q1: When will we get a public copy available to the ratepayers—
CHAIR: In the first half of July.
Q1: —and how is that going to happen?
CHAIR: At the end of this meeting ... we're going to adjourn the AGM, and we will reconvene the AGM when the financial report is available. We're going to make sure that everybody's aware, because our Letters Patent state we have to give everybody 2 weeks notice of the AGM, and since it's part of the AGM, we will make sure that an ad goes in the Sounder at the appropriate time, to notify everybody of the AGM.
QUESTION 3:
QM: How many bank accounts does the improvement district have?
KMA: You know, honestly, I'm not sure. I'd have to look, it's in our files, and [that's a question that I can answer at the next AGM].
QM: Maybe I can refine the question. At the end of 2024, it was established by bylaw [that there be] capital reserve funds for various purposes. Were those capital reserve funds established, and do bank accounts exist for them?
KMA: [...] that's an event that occurred in 2025.
QM: No—
KMA: If you're passing a bylaw at the end of '24, those events typically happen in '25. but what you're looking for is, are they opening, say a set of GICs or [something similar].
QM: In October there was a motion by the board to open four bank accounts for the purpose of keeping reserve funds. Subsequent to that the board passed a bylaw establishing those reserve funds as, ah, externally restricted funds [...].
[Discussion of definition of externally restricted funds; KMA explained that the term is usually applied to funds imposed by senior government, which would not apply to a fire truck replacement fund, which can be created internally by a board of trustees without external direction to do so and would not technically be an externally restricted fund.]
QM: In this case, such an account was ... created, by bylaw, by the trustees. [...] So do you know where that money is, and how it's being accounted for and who has access to it?
KMA: Off the top of my head, no.
[Explains that he doesn't keep this kind of detailed info in his head and it would require looking at files, but would be happy to answer once he has done so.]
QUESTION 4
QB: When did you advise the board that the financials would not be ready for this meeting?
KMA: About a week ago.
QB: So my follow up question for the board is, did you not think to put that on the website?
KMA: ... that was a caution that it might not be done, we were trying to get stuff done, and it just simply, the challenges that were because of the workload on Marjorie and others to get us the information [...] [we had to call it] about three or four days ago.
CHAIR: It was Monday night at roughly a quarter to five.
QB: It's just, we came here expecting an AGM and now there's not an AGM. ... It seems like a simple thing to put on the website that the financials weren't in and that this was going to be adjourned. It would have been nice if anyone let us know.
KMA: reiterates that they tried hard to get it done in time.
QUESTION 5
Q2: The proposal to adjourn this meeting until July sometime, does that mean that the current slate of trustees will still be installed? And how does that work, how do you adjourn when the idea on the agenda is to install the new trustees right after this meeting, if it is postponed one month?
CHAIR: The ballots are being counted now.
Q2: To what end?
[Difficulties with the speakers hearing and understanding each other]
QA: How will today's election, so are these trustees going to be sitting at the continued AGM, or are the new ones going to be at the continued AGM?
CHAIR: that depends on the results of the election.
[multiple voices]
CHAIR: After the election is declared, this board is dissolved. Everybody agrees with that?
QA: Not necessarily, because you're adjourning the AGM.
CHAIR: We have to continue the AGM. What would you like us to do?
QA: What I would have liked you to have done is to make sure the accountants had the documents in time to have the financial statements. The entire reason why we are having this AGM now rather than back in April ... was your inability to get documents to the accounting firm. Now you're saying, "Oh, we're going to have to extend it because of our fault."
CHAIR: It was not our inability to get the documents. ... Legally we could not get the documents to the accountant, we got them to the accountant as early as we possibly could.
QA: And what is your framing? of "legally" you couldn't get them—?
CHAIR: The BC Labour Standards Act, the Employment Standards Act, and Worksafe BC rules.
QA: You could have had documents to the accountant months ago, and you chose not to. You could have gotten at least partial documents to the accountant to start the audit of the books and you didn't do it. That's not an opinion, that's a statement of fact.
[The CHAIR declines to engage further and asks for other questions.]
QUESTION 6
QH: ... When you were voting on accepting the minutes I noticed that you asked for a motion and a second from the board and you called the vote and you looked at the rest of the board. From a procedural point of view I just want to know, are motions tonight voted on only by the board, or by the assembled public?
CHAIR: By the board.
[outcry]
QH: That hasn't been the case in the past.
[Chair suggests he may have misheard and they rearrange themselves for better hearing. Considerable discussion in an attempt to clarify what is being asked. Speaker clarifies that he is a former trustee.]
QH: At our AGMs, when motions were made at the AGM, there was a call for a vote, and the public raised their hands [...]. I noted you only seemed to be taking votes from the board. I'm asking a procedural question, what is the procedure and what defines what people [...]
CHAIR: to the best of my knowledge, and from the instructions received by the previous Chair, it's only the board. I'd be happy to look it up.
??: Excuse me, point of order, this is OUR meeting, the ratepayers, it is OUR meeting. It's not your meeting, it's our meeting.
[outcry]
QM: Mr Giffin, may I speak?
CHAIR: Any other questions for me?
[multiple voices]
CHAIR: The next item on the agenda is the fire chief's report.
[Chief Will Sprogis begins to speak but his voice was not audible to all; while he is handed the mic there is an interjection.]
QB: John's question didn't get answered.
Q2: My question wasn't answered either.
QB: This is an AGM, and normally the people in the audience get—it's our meeting.
CHAIR: I think you will find the rules for local government and the rules for societies are quite different. This is a local government.
[multiple voices]
Q2: My question is not the particular ratepayers participation in this annual general meeting, but what are you going to do about adjourning and installing a new board if you adjourn, because the adjournment nullifies installing the new board.
CHAIR: I'm open to suggestions. If somebody can come up with a different way to do it, I'm more than happy to listen.
[multiple voices]
QB2: So if you are the CHAIR and if you are adjourning, are you telling us that you will be the board in July and that whoever's voted in tonight doesn't take office until July?
CHAIR: I can't say that.
QB2: Well—what can you say? I mean, we've got an election tonight, we've got results tonight, what do we do with them?
CHAIR: What is the issue?
QB2: The issue is which board is going to be presenting the financial report?
CHAIR: Neither board. The financial report is presented by the auditor.
[multiple voices]
QB2: So who's giving the auditor the rest of his information, or has he got it all, he's just not able to do it?
CHAIR: Any further questions that the auditor has go to the corporate officer, like has been happening over the last number of weeks.
[Clarification that the auditor spoke to Chair regarding the problems with meeting the AGM deadline, not the content of the financials.]
QB2: But we still have the problem as to whose—
[Chair directs to someone else]
Q2: Yes, my question still is not answered. If you adjourn, immediately that nullifies the installment of the new board. When you have an adjournment—
QH: I think the issue is that normally dissolving the current board is the last action of the AGM. If you adjourn the AGM that doesn't happen.
CHAIR: I've asked three times now, if someone has a better way to do it I'm more than happy to listen.
QB3: We know that the auditor will be presenting the financials, but the auditor responds to the board. The auditor just does the accounting piece. The board is responsible for those financial statements. Which board will be presenting those financial statements in July?
CHAIR: The auditor presents the financial statements—
QB3: On behalf of the board.
CHAIR: —on behalf of the board.
VARIOUS: but which board?
CHAIR: to the best of my knowledge it would be the new board.
??: Then you're violating your own bylaws.
CHAIR: I don't know how you can nullify an election. If somebody can come up with a better way, please let me know.
QH: I have a suggestion, I don't know whether it's legal.
[unintelligible]
QK: I just wanted to ask, [...] rather than finishing the rest of the AGM, and then installing the new board, and then call a special general meeting for the purpose of presenting the financial reports.
CHAIR: I'm not sure we can do that, because the financial report is before the AGM is [...] This meeting is not going to be adjourned until we finish the rest of the business.
QK: So does that business include installation of the new board?
CHAIR: If somebody can tell me another way to do it I'll hear it.
[unintelligible]
QH: I have a suggestion, I don't know whether you're allowed to do it. The suggestion would be that instead of making dissolving this board the last action of the AGM, you make it the last action of this session before the adjournment.
QM: But the whole board doesn't dissolve. That's a non-profit societies thing. So what happens with an improvement district is just the seats are up for grabs. So at the end of this meeting, one seat currently vacant by resignation has gotta be filled, and two seats, one currently occupied by Chair Giffin and one currently occupied by Trustee Wells, will be vacated and filled with new people, one of the new people may be Trustee Giffin.
With respect to whether things are done from the floor and whether things are done by the board, there are 2 particular matters which are done by the landowners and not by the board. And those two matters are the appointment of the auditor and the approval of remuneration for the trustees, those are matters for the landowners present at the meeting to decide. But procedural matters and so forth remain the province of the board.
QH: So basically my understanding then is that those of you who are stepping down, you will step down at this meeting. And then the new board who are elected will take their places and they'll be seated at the next, at the continuation of the
AGM. That sounds fine. Does that sound fine?
[general sounds of affirmation]
At this point we moved on to the fire chief's report. More to follow...