These 8 Words
Allan Meiusi
"... as the Board may deem necessary or advisable."
These are the 8 words that relieve the Estonian House Limited (EHL) Board from any further need to consult, discuss or request any additional mandate that would otherwise be afforded to shareholders or require their approval. With these resolutions the EHL Board will be empowered to:
1) Accept a project proposal that, to date, does not have all of the fundamental terms and conditions clarified. As such, EHL shareholders will only know after the fact what the EHL Board has agreed to.
2) Negotiate and then bind EHL to agreements without further shareholder consultation even through terms and conditions of those agreements are unknown and may be concealed under non-disclosure or confidentiality agreements. As well, 958 Broadview may be sold without shareholders knowing beforehand: the full value of the sale, the conditions underwhich the community can use 958 Broadview until such time as a new facility may be accessible, and/or what the contractual closing date for the sale and eventual move to Madison might be.
3) Purchase new real estate without consulting shareholders as to the purchase price (budget), the investment required for any potential modifications and/ or any advanced knowledge as to the ability of the new facility to support ongoing community organizations and activities.
4) The Board can make its own decisions regarding any potential modifications to any agreements "so long as the spirit and intent of the Project Proposal remains intact;" however, not having ALL of the details of the current "Project Proposal," which the 4 Orgs openly admit remains a work in progress, the EHL Board will have the authorization to make any arrangements without consulting their shareholders.
5) These overwhelming powers will be granted by a resolution passed on April 25th, 2017.
After a due diligence period performed by the EHL Board, the shareholders will be left to find out what will come of their shares and this community entity without being able to perform their own due diligence or having any more input into the process. This may be the proverbial "blank cheque." These may be the most critical 8 words we may hear for a very long time.
