This continues the transcripts of proceedings at the regular general meeting of the Gabriola Fire Protection Improvement District was held on July 2nd, 2025.
(Item from VIII. Business Arising)
2. HIRING
Brief review of current status of hiring a permanent Corporate Officer. Other matters relating to hiring were moved to the in camera portion of the meeting.
3. AGM
2024 AUDIT
The Chair reports that the notice requirements for adjourning an AGM and reconvening on a later date have been met.
The Chair asked the Inspector of Municipalities for clarification on a number of questions.
Requirement for delivery of audited financial statements:
CHAIR READS: “The ministry recognizes that audits or improvement districts can sometimes take longer than anticipated to be completed. As such, there are usually no consequences for being unable to submit financial statements to the inspector by the May 15 deadline. Rather, trustees should focus on making sure the property owners understand why there are delays.”
CHAIR: So we anticipate no penalty based on that information. As to why there are delays, my job is to make sure that people know why that is. It's public knowledge that a situation with the former corporate officer has resulted in legal action. About this nothing can be said. The events which culminated in that legal action had the effect of delaying the preparation of the records. Because the preparation of the records was delayed, their submission to the auditor was delayed. Because their submission to the auditor was delayed, completion of the audit was delayed, we had anticipated the audit to be complete by the scheduled date of the AGM. The audit was not complete by the date of the AGM on June 18th, which is why the AGM is being continued on July 9th, at which point the audited financial statements will be presented by the auditor.
There have been some questions about how this works, procedurally. At 11:07 pm on June 18, the AGM was adjourned. This is reflected in the minutes. This complies with Robert's Rules 917, “if a regular meeting or a special meeting is unable to complete its work, an adjourns meeting can be scheduled for later the same day, or some other convenient time.” Roberts Rules 923, which addresses annual meetings, says “business that is required to be attended to at the annual meeting can be taken up at any time when it is in order during the session of the annual meeting,” or in other words, either at that meeting as originally convened, or at any adjournment. So procedurally, at the meeting on July 9, at which it is expected that the audit will be presented, we will be convening a second session of the same AGM, and that complies with Robert's Rules 918, and all of this is in line with Robert's Rules 922, which reads “minutes of one annual meeting should not be held for action until the next one year later.” So that's how we're proceeding procedurally. It's the same Annual General Meeting, it's the second session of it, to consider business which was not able to be completed at the first session. And all of that is in compliance with Robert's Rules.
[Trustee Johnson objected to the statement as it stood; there was some discussion about moving in camera to address his point, but concerns were raised as to extending an already long meeting and it was agreed to postpone that discussion until the regular in camera session.]
2025 AUDIT
Suggested Motion
THAT the GFPID confirm the appointment of Doane Grant Thornton as auditor for the current fiscal year, in accordance with the decision of the landowners at the 2025 Annual General Meeting, subject to the receipt and board approval of a written proposal outlining scope of work, estimated cost, and expected deliverables for the current fiscal year audit, and that the Corporate Officer be authorized to initiate contract discussions accordingly.
CHAIR: This brings us to the 2025 audit, and there is, at the at the first session of the annual general meeting, which took place on June 18, the landowners of the improvement district appointed Doane Grant Thornton as auditors for the 2025 fiscal year, which is the calendar year. So I have a suggested motion here to formalize that, because it seems like that would make it easier to keep track of, since we're obliged to carry out the will of the landowners. But if anyone wants to address that, or move a different motion, or move this motion, I open the floor to the board.
TRUSTEE MOHER: Should it be done at the AGM, as opposed to this board, because it attaches to the AGM floor? And the motion was done then?
CHAIR: The motion that was done at the AGM meeting is complete. The landowners selected that auditor. So the motion that I’ve suggested is to specifically recognize that, and to specifically empower the corporate officer to make the required contact for opening contract negotiations. Because there's nothing else for the landowners to say on the matter, they've already had their say, which is, we want this auditor. [moved and seconded]
TRUSTEE MOHER: I would like to amend the motion that we accept the recommendation for Doane Grant Thornton, but I would also like to suggest that, given that we tend to put things out to tender to two or three people, three is usually the minimum, that we ask the Corporate Officer to put something out, probably on the website—
CHAIR: That would be improper.
TRUSTEE MOHER: Why?
CHAIR: Because the landowners have selected this auditor.
TRUSTEE MOHER: They are allowed to suggest an auditor.
CHAIR: That’s not correct.
TRUSTEE MOHER: Take a look at the, they didn’t say “the”, it said—
CHAIR: So—
TRUSTEE MOHER: Then I would like to bring it back to the AGM and have it—
CHAIR: It’s done. The Letters Patent read, Section 6: “It shall be the duty of the Trustees to call a general meeting of the landowners to be held between”— dates that are now flexible—"in each year, for the following purposes.” A is the report on the operation of the services. B is a discussion of matters relating to the services. C is to have landowners fix the remuneration of the trustees for the year. And D is to have the landowners “choose an auditor” for the ensuing years. So they have chosen an auditor. That's a decision of the landowners that we are obligated to carry out.
FACT-CHECKING
GFPID Letters Patent confirms the Chair's statement:
6. It shall be the duty of the Trustees to call a general meeting of the landowners to be held between January Ist and May Ist in each year, for the following purposes:
(d) to have the landowners choose an auditor for the ensuing year
CORPORATE OFFICER: Regardless of cost?
[outcry]
CHAIR: Hold on, that’s a fair question.
CORPORATE OFFICER: I’m willing to take three tenders.
CHAIR: So the people have chosen, this is why the motion is worked as it is. So the motion that's on the floor is “that the Gabriola Fire Protection Improvement District confirmed the appointment of Don Grant Thornton as auditor for the current fiscal year in accordance with the decision of the landowners at the 2025 Annual General Meeting, subject to the receipt and board approval of a written proposal outlining scope of work, estimated cost and expected deliverables for the current fiscal year audit, and that the corporate officer be authorized to initiate contract discussions accordingly.”
So if you have those discussions and get that information and return it to us, and it's like, it's going to cost 300 bajillion dollars, then at that time, we would convene a Special General Meeting of the landowners, bring that information to the, and the landowners as a body would have the opportunity to reconsider their selection of the auditor. But they've already selected the auditor, so we have to follow their instructions, and then we can bring it back to them. But they've chosen. We have an obligation to see that, but if it's umpty bajillion dollars, we can absolutely bring that back to them and go, “Hey, you guys chose the Rolls Royce of auditors, and we can either fight fire or audit the records, choose, landowners,” and then that's totally the discussion we need to have.
AUDIENCE MEMBER: Would you need a Special Meeting for that?
CHAIR: It has to be of the landowners. So yes, a Special General Meeting of the landowners, which would have the same requirements as the Annual General Meeting, with the exception that its agenda would be strictly confined to that piece of business.
TRUSTEE MOHER: But wouldn’t it be faster if you got quotes so that if it comes back to —
[multiple voices]
CHAIR: We must carry out the will of the landowners. That's our obligation.
AUDIENCE MEMBER: But if we didn’t know what the cost is—and how many people actually know this person?
CHAIR: There are a lot of questions here, like, I get it, but it's also true that Doane Grant Thornton is a well established auditor. They audit for other districts, and it's not an outlandish choice that the landowners have made. So they've chosen, we have to carry it out. If it's ridiculous, we can bring it back, but we have to take our instructions from them, which are to follow up with this particular auditor. If that's ridiculous, then we can, we were likewise obligated to bring it back to them. But until we have something to bring back to them, we have to follow their instructions.
AUDIENCE MEMBER: So as soon as motion goes through we get the quote, and take it to the AGM.
CHAIR: If it goes through, then it comes back to us. Then the board considers whether it's reasonable or not, in line with other costs in the past, and we can then call up other improvement districts and do research. And then if it's reasonable, we bring it back to this kind of meeting. If it's patently unreasonable, then we bring it to the landowners. And if it's somewhere on the border of reasonable and unreasonable, then probably we bring it to the landowners also.
AUDIENCE MEMBER: I understand that, if you threw it out for quotes and then it comes in, then you can see -
[multiple voices]
CHAIR: Thank you for your contributions. The motion is, as it stands, it's on the floor. Does anyone have discussion or amendments or anything for the motion on the floor?
TRUSTEE APPEL: Can we add what you said, about a Special Meeting, if blah-blah-blah-blah if there’s a gazillion dollars?
CHAIR: So I'm going to write down your suggested thing here, and then you can move that as amendment if I've got it right, or [unintelligible]. So before us is an amendment to add the words “and that the results of the initial contract discussions be brought back before the board for reporting to the public.” Is that a fair interpretation?
AUDIENCE MEMBER: No.
[multiple voices]
TRUSTEE APPEL: You’re adding this on to…?
CHAIR: Yes. So […] you want to add something to the motion, which is my understanding, you want to add the requirements that it gets brought back and reported.
TRUSTEE BUSSLER: Just to clarify, that’s only if that is the case, right?
TRUSTEE APPEL: Yes.
[Multiple voices from the floor attempt to specify wording]
CHAIR: Is it acceptable to you if the condition, because obviously bajillion dollars is abstract and ridiculous, if you set a criteria that you bring it back to landowners at a Special General Meeting, if cost exceed 25%?
[Discussion re how to best specify criteria for bringing the matter back to the landowners]
CHAIR: You can tell me whether this correctly reflects your intent. So a motion to amend the suggested motion, to add the words “that the results of the corporate officer’s inquiries be reported to the Board and be brought back to the landowners for reconsideration if decided by the board in open meeting.” So it gets brought back to the board, the board considers it in open meeting whether or not it's ridiculous or not. If we decide it's ridiculous we bring it back to the landowners for their reconsideration.
So that's the proposed amendment. If we have a seconder for that amendment, we can put it on the floor, and then we can take trustee Johnson's comments. Okay, so the motion on the floor as amended right now is that the Gabriola Fire Protection Improvement District confirm the appointment of Doane Grant Thornton as auditor for the current fiscal year, in accordance with the decision of the landowners at the 2025 Annual General Meeting, subject to the receipt and board approval of a written proposal assigning scope of work, estimated cost and expected deliverables for the current fiscal year audit, and that the Corporate Officer be authorized to initiate contract discussions accordingly. The results of those discussions to be reported to the Board and brought back to the land owners for reconsideration, at the discretion of the board.”
[Many overlapping voices for some time, as some on the floor object to the framing of the motion and want to suggest different wording, and others object to the objections]
CHAIR: [asks for agreement not to reread the original motion] So we've got an amendment to add “that the results of those discussions be reported to the Board and be brought back to the landowners for reconsideration, as decided by the board if found necessary.
[multiple complaining voices]
AUDIENCE MEMBER: “Deemed” necessary.
[Discussion, the use of the word “deemed’ is accepted. The amendment is brought to a vote and carried with Trustees Chorneyko and Bussler asking that their votes against the motion be recorded.]
Motion carried:
that the Gabriola Fire Protection Improvement District confirm the appointment of Doane Grant Thornton as auditor for the current fiscal year, in accordance with the decision of the landowners at the 2025 Annual General Meeting, subject to the receipt and board approval of a written proposal outlining scope of work, estimated cost and expected deliverables for the current fiscal year audit, and that the Corporate Officer be authorized to initiate contract discussions accordingly, that the results of those discussions be reported to the Board and be brought back to the landowners for reconsideration, that to be decided by the board, if deemed necessary.
As videos of the meetings are generally posted online within a week of the meeting on the gabriolafire.ca Upcoming Meetings page, GFPIDchronicles does not attempt to transcribe all details of meetings. Our reports and transcriptions include:
- Questions asked and answered
- Procedures relating to matters that were some way contentious, with fact-checking on statements made
Notes on the transcription: repetitions and redundant words have been removed. Other excised sections are noted with […] and any text which could not be made out is indicated with [unintelligible] or [?]. Any added comments on or descriptions of the proceedings are italicized, or if made inline are indicated by [ED:]. When interjections are made by audience members they are quoted but no attempt has been made to identify particular people speaking.