January 24, 2006 — Annual General Meeting

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Attendance

1st Baden Scout Group
Bruce Gerber
1st Bridgeport Scout Group
Wayne Radtke
1st Elmira Scout Group
Brian Soehner
5th Kitchener Scout Group
Damon DeBrusk
Heather DeBrusk
11th Kitchener Scout Group
Brian Reiner
Ted Claxton
24th Kitchener Scout Group
David White
30th Kitchener Scout Group & 69th Kitchener Scout Group
Chérie Montgomery
38th Kitchener Scout Group
Nick Ebner
Pierre Michiels
45th Kitchener Scout Group
Chris von Knoblock
1st Lexington Scout Group
Vikki McAra
1st New Hamburg Scout Group
Ken Ball
1st Waterloo Scout Group
Kevin McIntyre
4th Waterloo Scout Group
Mark Carruthers
6th Waterloo Scout Group
John Oswald
10th Waterloo Scout Group
Steve Denham
Jody Bell
Neil Craig
Karen Devereux
14th Waterloo Scout Group
David Wyszynski
21st Waterloo Scout Group
Dirk Garlichs
Liam Morland
North Waterloo Property Committee
Kevin Donovan
Paul Freiburger
North Waterloo Area
Jim Williamson, Commissioner
Others
Bruce Prittie, Scouter-at-Large
Tony Skells, Campmaster
Don Eby, 1st Wellesley Scout Group (not operating)

Regrets

Opening

David White called the meeting to order at 19:06. A moment of silence was observed. Introductions were made around the table.

Vote of Thanks

Jody spoke words of thanks for the hard work of the members of the Property Committee. Those present broke into applause to show their appreciation.

Property Committee Report

Kevin Donovan reported on the the status of the property. There has been lots of use, particularly from Greater Toronto.

More campmasters are needed. Experience is not needed as new campmasters will be paired with experienced ones and learn on the job.

Three windows have been replaced in Lion's Lair. The doors of Grand River Lodge need to be replaced so that they open out for fire code compliance.

Firewood sales are paying the Everton's fuel costs. Splitting wood is lots of work. It would be helpful to have more Scouts and Venturers helping with this. Seven to ten people are needed as well as advanced notice so that the splitter can be rented.

Some paths are growing in. The vegetation needs to be cut back. Scouts and older can help with this. Anyone using a chain saw must have a forestry certificate. People with this certification who are willing to help are asked to contact Kevin.

The finances of North Waterloo District have been wound up and the remaining balanced transferred to Central Escarpment Council in trust.

The five wheeler is near the end of its useful life. Replacement cost would be $12-15 thousand. The five wheeler was donated by Lyle Hallman. A new one could be paid for by donations and/or a fundraiser.

The committee has received the go-ahead to renovate the stone farm house ("Ladies Lodge"). This may require a zoning change from Agricultural. Soft costs, such as checking the septic bed, will be $12-20 thousand. The general plan is to convert the building into a training centre with three meeting rooms, washrooms with showers, and a kitchen for 20-25 people. Holding training at camp is a good way to introduce new Scouters to the camp.

The Kitchener Lions' Club has donated $10,000 to construct an extension to Greenwood Cabin. Another expansion idea is to construct a new structure in the field above Lion's Lodge.

The outhouses are in good condition. Some Toronto groups are surprised by the lack of electricity and water at the cabins. It would cost about $60,000 to provide these services to several cabins. Whether this should be done or if the camp should be kept rustic is a question that will have to be answered.

Water testing costs about $3000 per year. There are UV two water systems, one in each of the Ranger's House and Wheeler Lodge (barn). Providing piped water would require a chlorination system.

At present, Central Escarpment Council is not providing regular accurate financial reports so it is not known whether or not the camp is breaking even. Kevin senses that fees should be raised as they have not been since 1999. Scouts Canada would like fees to be uniform for all members, rather then being cheaper for those located in North Waterloo.

North Waterloo Scout House is maintained by contractors arranged by Dave Osborne, Central Ontario Administrative Centre Operations Manager.

The current keys to Camp Mohawk will function until November 2006 at which time new keys can be bought for $20.

Kevin mentioned that sometimes groups book the camp, don't show up, and expect not to have to pay. This will no longer be the case. No-shows mean someone else was unable to take the place, leading to lost revenue.

Kevin emphasized that they are there to help.

Annual Report

Liam summarized the work of the association so far. Since the present meeting is the first Annual General Meeting, there is no Annual Report as would normally be presented. Liam distributed the minutes of the two founding meetings (April and May, 2005) and copies of the constitution that was approved at the May meeting.

Motion 1: Bruce Gerber/Damon DeBrusk; Carried unanimously
That the Minutes of the Meeting of April 5, 2005 be approved as written.
Motion 2: Dirk Garlichs/Mark Carruthers; Carried unanimously
That the Minutes of the Meeting of May 26, 2005 be approved as written.

Audit Committee

David described the role of the Audit Committee and requested volunteers to serve.

Motion 3: Brian Reiner/Chérie Montgomery; Carried unanimously
That Kevin McIntyre, Jim Williamson, and Brian Soehner be the members of the Audit Committee.

Elections

David requested nominations for the Executive Committee. Those elected at the meeting would decide amongst themselves who would fill each specific position. The following people were nominated and acclaimed:

Motion 4: Bruce Gerber/Dirk Garlichs; Carried unanimously
That the Executive Committee is empowered to fill the remaining positions on the Executive Committee.

Semi-Annual General Meeting

Motion 5: Kevin McIntyre/Chris von Knoblock; Carried unanimously
That the Semi-Annual General Meeting of the North Waterloo Scout Property Association take place on the same date as the North Waterloo Area Honours and Awards Night.

Property Legal Update

Ted described the legal situation of the North Waterloo Property. Everton Scout Camp was bought in the 1940s by prominent citizens of what is now Waterloo Region. Since North Waterloo has never had an incorporated body, the property has been held in trust for North Waterloo. Scouts Canada now claims that the property was never owned in trust and, instead, is and always have been owned outright by them. [More information is available in Ted's "On the ownership of North Waterloo Property".]

Ted described two motions. The first expresses the opinion of the NWSPA regarding the beneficial interest (ownership) of the North Waterloo Property. The second authorizes legal action to defend this interest. This second motion was tabled until Monday, March 27, 2006 to allow groups to discuss the matter and give instructions to their delegate.

Ted indicated that already $6000 has been pledged to fund legal action in defence this interest and that a top litigation firm in Toronto has offered to work on the case at greatly reduced rates. Several people have offered to serve as representative plaintiffs (since the North Waterloo Scout Groups are not corporations, any legal action must be brought by representative plaintiffs).

There was some discussion regarding the risks of legal action. If North Waterloo Scout Groups were to lose (or theoretically even in event of a win), the court could assign costs. The representative plaintiffs would be first in line to pay these, but theoretically Scouts Canada could go after the assets of individual Scout Groups to recover the costs. On the other hand, failing to defend the interest in the property will result in the loss of that interest and the likely sale of the property.

Brian Soehner wished that it be noted that 1st Elmira Scout Group does not at this time support the commencement of legal action.

Motion 6: Dirk Garlichs/Brian Reiner; Carried unanimously

Whereas the Deed of Land for Everton Scout Camp, Camp Mohawk, and North Waterloo Scout House (the North Waterloo Property) is a Trust Deed for the benefit of North Waterloo District.

Whereas Scouts Canada, Atironta Region made written assurance that matters of property would be unaffected by the dissolution of North Waterloo District.

Whereas the Scouts Canada Ontario Incorporated Body refused to comply with direction of the proper officers of the North Waterloo District to re-register the Trust Deed for the benefit of the Scout Groups of North Waterloo (consisting of those Scout Groups charted within Kitchener, Waterloo, Woolwich, Wellesley, and Wilmot, Ontario).

Whereas the Scouts Canada Ontario Incorporated Body has sworn that Scouting property is not in trust but rather is owned outright by them.

Be it resolved:

That the Scout Groups of North Waterloo disagree with the position of the Scouts Canada Ontario Incorporated Body and assert that the North Waterloo Property is held in trust for the Scout Groups of North Waterloo, as the beneficial successors of North Waterloo District.

Motion 7: Dirk Garlichs/Brian Reiner; Tabled

Whereas the Scout Groups of North Waterloo disagree with the position of the Scouts Canada Ontario Incorporated Body and assert that the North Waterloo Property is held in Trust for the Scout Groups of North Waterloo, as the beneficial successors of North Waterloo District.

Be it resolved:

That Edward W. Claxton and such others as may consent to act be named as Representative Plaintiffs on behalf of the Scout Groups of North Waterloo.

That said Representative Plaintiffs commence legal proceedings to defend the interests in the North Waterloo Property of the Scout Groups of North Waterloo. Said legal proceedings shall:

  • Seek a declaration that the trust is valid and subsisting and that the Scouts Canada Ontario Incorporated Body holds the North Waterloo Property as Bare Trustees.
  • Seek an order that the Scouts Canada Ontario Incorporated Body re-register the deed as a trust for the benefit of the Scout Groups of North Waterloo or in such manner as will effectively ensure that the beneficial use is for North Waterloo Area members.

That said Representative Plaintiffs are authorized to, at their discretion:

  • Add a claim of Breach of Trust and name the officers of the Scouts Canada Ontario Incorporated Body as defendants or respondents in the proceedings.
  • Include a claim under the Charities Accounting Act and serve the proceedings upon the Public Guardian and Trustee as required by statute in that regard.
  • Join the legal proceedings with that of the Scout Groups of Elgin Area.
  • Pursue other legal strategies that are deemed advisable to defend the interests of the Scout Groups of North Waterloo

That said Representative Plaintiffs shall keep the Association and the Scout Groups of North Waterloo informed in a timely fashion of the events in the proceedings and any offer to settle.

Motion 8: Dirk Garlichs/Vikki McAra; Carried
That Motion 7 be tabled until a Special General Meeting to be held on Monday, March 27, 2006.

North Waterloo Scout House

Motion 9: Dirk Garlichs/Vikki McAra; Carried unanimously
That the Executive Committee work with whomever they need to to better maintain North Waterloo Scout House.

Adjournment

The meeting was adjourned at 22:15. The next meeting will be a Special General Meeting on Monday, March 27, 2006.

Minutes by Liam Morland