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0From the Facebook page of the Toronto Estonian House the following was recently posted.
The Estonian House Board Responds to the “Shareholder Meeting”
TORONTO ESTONIAN HOUSE·FRIDAY, JANUARY 26, 2018
The article published in the Estonian World Review, January 25, 2018 (since amended) by the unnamed “concerned shareholder” of Eesti Maja presents an unbalanced and misleading view of what has taken place over the last several weeks, and unfairly implies that the Esto House Board is not proceeding in good faith with respect to the Madison Project.
The facts are as follows:
1. The shareholders’ meeting will not be held February 10th at the Grand Hall, as there is an event already booked for that day.
2. The Board has booked the Grand Hall for Monday February 12th at 6:30 p.m. and will shortly be sending out the notice of the shareholders’ meeting.
3. The Requisition for Shareholders’ Meeting was presented to the Board on January 8th. The purpose of the meeting is stated to be an update and information from the Board on the Madison Project, with a focus on the status of the due diligence for the Project.
4. The lawyer for the concerned shareholder was advised that the Board was conducting a series of meetings of the Estonian community to provide such an update on January 31, February 21, March 14 and April 4, 2018, and that the information requested in the Requisition would be provided to the Estonian community at large, without the expense and effort of conducting a separate shareholders’ meeting for the 2,450 shareholders of Esto House. The request for a separate information meeting solely for its shareholders appeared to the Board to simply be a duplication of effort, and discussions and correspondence took place up to January 24th as to whether such a separate meeting was in fact required.
5. However, the Board was advised the community information meetings were not satisfactory, and the Board was then required to book the Grand Hall for a separate informational meeting February 12th.
6. The Madison Project is a joint effort of Eesti Maja, Tartu College, Estonian (Toronto) Credit Union and the Estonian Foundation of Canada, working together as a team to address the near-insolvency of Eesti Maja and providing a viable solution to our need for sustainable community space. The Project is complex and involves an organized and professional effort on the part of numerous experts in municipal planning and rezoning, engineering and construction, architectural design, law, real estate and finance. Considerable resources have been expended to get us this far. To date, very favorable terms of agreement have been reached with Build Toronto for the new site, a quality purchaser has been found for Eesti Maja, and negotiations are proceeding with a major benefactor, among many other items. The work has continued through the summer and fall, and the results of the due diligence efforts are coming in so as to allow the four organizations to provide a series of updates to the Estonian community about the progress of the Madison Project in, essentially, real time as the answers come in.
7. The above-mentioned series of information meetings has been scheduled for this update. In spite of the Board having advised those requiring the shareholders’ meeting that the information they have requested will be dealt with in detail at these community meetings, they have insisted that a separate meeting solely for Eesti Maja shareholders be held. This is a right that they have and the Board has agreed to call the shareholders’ meeting as well as the community meetings.
8. The article states that “the board was obligated to call the meeting by Jan 29, 2018”, and that “the board is now in default of its obligations under the law”. The implication is that the Esto House Board is not proceeding in good faith with respect to its members, an allegation which is strongly denied. As of January 24th, after considerable negotiations, the concerned shareholder was advised through his/her lawyer that the Board would hold the shareholders’ meeting as requested, and that the community meetings would proceed as well.
It is important for you to attend the shareholders meeting at Eesti Maja on February 12th at 6:30 P.M. or send your proxy addressed to the Secretary at Eesti Maja before the February 12th meeting.
The Estonian House Board Responds to the “Shareholder Meeting”
TORONTO ESTONIAN HOUSE·FRIDAY, JANUARY 26, 2018
The article published in the Estonian World Review, January 25, 2018 (since amended) by the unnamed “concerned shareholder” of Eesti Maja presents an unbalanced and misleading view of what has taken place over the last several weeks, and unfairly implies that the Esto House Board is not proceeding in good faith with respect to the Madison Project.
The facts are as follows:
1. The shareholders’ meeting will not be held February 10th at the Grand Hall, as there is an event already booked for that day.
2. The Board has booked the Grand Hall for Monday February 12th at 6:30 p.m. and will shortly be sending out the notice of the shareholders’ meeting.
3. The Requisition for Shareholders’ Meeting was presented to the Board on January 8th. The purpose of the meeting is stated to be an update and information from the Board on the Madison Project, with a focus on the status of the due diligence for the Project.
4. The lawyer for the concerned shareholder was advised that the Board was conducting a series of meetings of the Estonian community to provide such an update on January 31, February 21, March 14 and April 4, 2018, and that the information requested in the Requisition would be provided to the Estonian community at large, without the expense and effort of conducting a separate shareholders’ meeting for the 2,450 shareholders of Esto House. The request for a separate information meeting solely for its shareholders appeared to the Board to simply be a duplication of effort, and discussions and correspondence took place up to January 24th as to whether such a separate meeting was in fact required.
5. However, the Board was advised the community information meetings were not satisfactory, and the Board was then required to book the Grand Hall for a separate informational meeting February 12th.
6. The Madison Project is a joint effort of Eesti Maja, Tartu College, Estonian (Toronto) Credit Union and the Estonian Foundation of Canada, working together as a team to address the near-insolvency of Eesti Maja and providing a viable solution to our need for sustainable community space. The Project is complex and involves an organized and professional effort on the part of numerous experts in municipal planning and rezoning, engineering and construction, architectural design, law, real estate and finance. Considerable resources have been expended to get us this far. To date, very favorable terms of agreement have been reached with Build Toronto for the new site, a quality purchaser has been found for Eesti Maja, and negotiations are proceeding with a major benefactor, among many other items. The work has continued through the summer and fall, and the results of the due diligence efforts are coming in so as to allow the four organizations to provide a series of updates to the Estonian community about the progress of the Madison Project in, essentially, real time as the answers come in.
7. The above-mentioned series of information meetings has been scheduled for this update. In spite of the Board having advised those requiring the shareholders’ meeting that the information they have requested will be dealt with in detail at these community meetings, they have insisted that a separate meeting solely for Eesti Maja shareholders be held. This is a right that they have and the Board has agreed to call the shareholders’ meeting as well as the community meetings.
8. The article states that “the board was obligated to call the meeting by Jan 29, 2018”, and that “the board is now in default of its obligations under the law”. The implication is that the Esto House Board is not proceeding in good faith with respect to its members, an allegation which is strongly denied. As of January 24th, after considerable negotiations, the concerned shareholder was advised through his/her lawyer that the Board would hold the shareholders’ meeting as requested, and that the community meetings would proceed as well.
It is important for you to attend the shareholders meeting at Eesti Maja on February 12th at 6:30 P.M. or send your proxy addressed to the Secretary at Eesti Maja before the February 12th meeting.
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19The unnamed shareholder may say that the shareholder meeting is for “informational purposes” but if some of the comments on this site are any indication it certainly seems that is not the “true” purpose of the meeting.
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2EH response implies that there is one anonymous "unnamed shareholder". The fact is that the request was done jointly by 'Concerned shareholders of Estonian House representing 823 shares'. Since the names of all these shareholders were hand delivered to the board on Jan 8th, it can hardly claim the shareholders are unnamed and anonymous.
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4but is the "anonymous shareholder" is "claiming" to represent 823 shares, it is the responsibility of the board to confirm that those 823 shares are properly registered, confirmed and righteously owned?
or is there something I have missed?
or is there something I have missed?
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0Samalt IP numbrilt on siin varem kommenteerinud: n/a (12:22)
There was a grass roots campaign to collect shareholder names and signatures for the meeting request. I was one of the 823 who signed, dated, etc this request. The 'concerned shareholders' group did it by the book. EH had all the information on Jan 8th, nobody was anonymous.
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4I believe the anonymous shareholder refers to who wrote the article
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0Samalt IP numbrilt on siin varem kommenteerinud: Getting down to it (12:56)
The 'unnamed shareholder' is no more unnamed than Eesti Keskuse PR articles written by 'unnamed writer'. Both are articles written by actual people representing a group.
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2You don't believe the 823 shares, and think they should be all cross checked.
But when shareholders wanted a recount on our last very close result on voting, this was not allowed.
Double standard here obviously.
I was not aware of the grassroots action to create this letter but would have signed it. Probably if word got out more, they could easily have doubled that number.
But when shareholders wanted a recount on our last very close result on voting, this was not allowed.
Double standard here obviously.
I was not aware of the grassroots action to create this letter but would have signed it. Probably if word got out more, they could easily have doubled that number.
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13Why aren’t names of these 823 shareholders included with the meeting invitation? Or better yet, why not post the list onto this website? Aren’t all shareholders entitled to know who is responsible for the special meeting and its related costs? Are all 823 shares owned by individuals or are organizations’ shares included among the 823 shares? This is important information that the community needs to know.
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14Totally agree about finally getting some disclosure and transparency.
We should start with the board finally revealing the results of all the consultant reports. Also, the requested recount of the last vote should be conducted with scrutineers.
How is holding this meeting an 'extra cost' anyway? The board has gone over its time period for due diligence and has lost its mandate from the shareholders to continue on the 'due diligence'. So to gain back their mandate to continue they absolutely must hold a meeting regardless. To gain back the mandate, they ought to address the grave concerns the community has expressed over the monk's house restoration.
We should start with the board finally revealing the results of all the consultant reports. Also, the requested recount of the last vote should be conducted with scrutineers.
How is holding this meeting an 'extra cost' anyway? The board has gone over its time period for due diligence and has lost its mandate from the shareholders to continue on the 'due diligence'. So to gain back their mandate to continue they absolutely must hold a meeting regardless. To gain back the mandate, they ought to address the grave concerns the community has expressed over the monk's house restoration.
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15Samalt IP numbrilt on siin varem kommenteerinud: Wow (08:04)
This notification was sent to the Friends of the Estonian House. It is in regards to our confusion arising from EHB 1992 revoked by-law regarding the deposit of proxies. The EHB reinstated this by-law. Here is the attached notice for clarity and transparency.
NOTICE OF MEETING OF SHAREHOLDERS
Estonian House in Toronto Limited
6:30 P.M February 12, 2018
The Board of Directors (“Board”) of the Estonian House in Toronto Ltd. (“Eesti Maja”) have received a “Requisition For Shareholders’ Meeting” from a number of shareholders of Eesti Maja, requiring the Board to hold a shareholders’ meeting.
The purpose of the meeting is set out in the Requisition, namely that the Board provide an update to shareholders as to the resolution passed by the shareholders April 25, 2017 with respect to the development of what is known as the “Madison Project”.
A series of meetings of the Estonian community are scheduled for this update: January 31, February 21, March 14, April 4, 2018.
The Board advised those requiring the shareholders’ meeting that the information they have requested will be dealt with in detail at these community meetings. However, they have insisted that a separate meeting solely for Eesti Maja shareholders be held. This is their right, and the Board has agreed to call the shareholders’ meeting as well as the community meetings.
It is important for you to attend the shareholder meeting at Eesti Maja on February 12th at 6:30 p.m. Invitations have been mailed, and where requested emailed, to all Shareholders. Shareholders who are unable to attend are urged to assign a proxy. Shareholders can register proxies by mail, addressed to the Secretary Eric Sehr at 958 Broadview Avenue, or by fax to 416-461-2017, or by email to . Shareholders must return proxies to the Estonian House office at least six (6) hours in advance of the meeting in accordance with a resolution of the Directors of Eesti Maja.
Time Limit for Deposit of Proxies – Meeting February 12, 2018
The Notice of Special Meeting dated January 24, 2018 advised that the by-laws of Estonian House in Toronto Limited (“Eesti Maja”) required that proxies must be returned to the Estonian House office at least 6 hours before the meeting. This particular section of the by-laws was revoked in 1992.
Issues arose at the meeting of April 25, 2017 regarding the determination and validity of proxies. In an effort to assist the scrutineers of the shareholders’ meeting to be held February 12, 2018 to properly review and determine the validity of proxies in a timely manner, the directors have requested that proxies should be deposited in a reasonable time prior to the commencement of the meeting.
A resolution of the directors of Eesti Maja has been passed which provides that proxies for the meeting of February 12, 2018 must be returned to the Estonian House office at least 6 hours before the meeting.
NOTICE OF MEETING OF SHAREHOLDERS
Estonian House in Toronto Limited
6:30 P.M February 12, 2018
The Board of Directors (“Board”) of the Estonian House in Toronto Ltd. (“Eesti Maja”) have received a “Requisition For Shareholders’ Meeting” from a number of shareholders of Eesti Maja, requiring the Board to hold a shareholders’ meeting.
The purpose of the meeting is set out in the Requisition, namely that the Board provide an update to shareholders as to the resolution passed by the shareholders April 25, 2017 with respect to the development of what is known as the “Madison Project”.
A series of meetings of the Estonian community are scheduled for this update: January 31, February 21, March 14, April 4, 2018.
The Board advised those requiring the shareholders’ meeting that the information they have requested will be dealt with in detail at these community meetings. However, they have insisted that a separate meeting solely for Eesti Maja shareholders be held. This is their right, and the Board has agreed to call the shareholders’ meeting as well as the community meetings.
It is important for you to attend the shareholder meeting at Eesti Maja on February 12th at 6:30 p.m. Invitations have been mailed, and where requested emailed, to all Shareholders. Shareholders who are unable to attend are urged to assign a proxy. Shareholders can register proxies by mail, addressed to the Secretary Eric Sehr at 958 Broadview Avenue, or by fax to 416-461-2017, or by email to . Shareholders must return proxies to the Estonian House office at least six (6) hours in advance of the meeting in accordance with a resolution of the Directors of Eesti Maja.
Time Limit for Deposit of Proxies – Meeting February 12, 2018
The Notice of Special Meeting dated January 24, 2018 advised that the by-laws of Estonian House in Toronto Limited (“Eesti Maja”) required that proxies must be returned to the Estonian House office at least 6 hours before the meeting. This particular section of the by-laws was revoked in 1992.
Issues arose at the meeting of April 25, 2017 regarding the determination and validity of proxies. In an effort to assist the scrutineers of the shareholders’ meeting to be held February 12, 2018 to properly review and determine the validity of proxies in a timely manner, the directors have requested that proxies should be deposited in a reasonable time prior to the commencement of the meeting.
A resolution of the directors of Eesti Maja has been passed which provides that proxies for the meeting of February 12, 2018 must be returned to the Estonian House office at least 6 hours before the meeting.
3
1It would appear that this REVOKED by-law was specifically re-instated for this
Special Shareholder Meeting which may be making things easier for EHB, but totally confusing and difficult for the actual Shareholders.
Special Shareholder Meeting which may be making things easier for EHB, but totally confusing and difficult for the actual Shareholders.
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5If you are a shareholder and plan to attend the meeting and vote in person, do you have to file proxy at all?
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0Samalt IP numbrilt on siin varem kommenteerinud: Concerned (14:32), Concerned (14:39)
Every Shareholder should attend the meeting on Feb. 12th, 2018 at the Estonian House.
Regardless of Pro Madison or Pro Esto House, we ALL deserve an opportunity to get clarity regarding the project.
We understand that the three Org’s are hosting Community meetings on the progress of the proposed Madison project, our interest as Shareholders of the Estonian House are separate given that it was the Shareholders of the Estonian House that voted in favour of the Resolution.
The Board is accountable to the Shareholders with respect to the terms and conditions set out in the Resolution, as well as the milestones set forth in Schedule “A”, as presented April 25th, 2017 to the Shareholders. If the conditions have not been met, the Board must seek the approval of the Shareholders with respect to a new mandate and Resolution.
Thank you - shareholder
Regardless of Pro Madison or Pro Esto House, we ALL deserve an opportunity to get clarity regarding the project.
We understand that the three Org’s are hosting Community meetings on the progress of the proposed Madison project, our interest as Shareholders of the Estonian House are separate given that it was the Shareholders of the Estonian House that voted in favour of the Resolution.
The Board is accountable to the Shareholders with respect to the terms and conditions set out in the Resolution, as well as the milestones set forth in Schedule “A”, as presented April 25th, 2017 to the Shareholders. If the conditions have not been met, the Board must seek the approval of the Shareholders with respect to a new mandate and Resolution.
Thank you - shareholder
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1Samalt IP numbrilt on siin varem kommenteerinud: to clarification (07:16)
Sounds like a serious meeting and everyone should attend.
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0823 shares requisitioned meeting--how many shares in total outstanding?
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0Samalt IP numbrilt on siin varem kommenteerinud: Concerned (14:32)
Just curious--how come everyone comments on Estonian World Review about this meeting and not on Eesti Elu? Also, no comments on Estonian House Facebook page? Why doesn't Estonian Centre have comment page? No big deal--is it more efficient on one page?
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0Samalt IP numbrilt on siin varem kommenteerinud: Concerned (14:32), Concerned (14:39), Concerned (14:48)
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