Stave Falls Community Connection
Uniting residents for a vibrant Stave Falls community.
Stave Falls Community Connection
Uniting residents for a vibrant Stave Falls community.
About Friends of Stave Falls
Our Mission
At Friends of Stave Falls, we are dedicated to improving our local community of the Stave Falls area of Mission BC. Our mission is to ensure that residents have a voice in community matters and that our association operates transparently and effectively.
Jan 29, 2026 Special Resolution Meeting
FYI
This members only "round table" discussion creates the illusion that members have a say in how the special resolution will play out. This would be false.
The important thing to remember here is that a "Special Resolution" once submitted and put to members CANNOT be amended in any way.
So any questions you ask, and answers you receive WILL NOT change the fact that the special resolution is already determined.
In other words, the special resolution does not say that members will have a say in how the "deed" is written with whatever foundation the money goes into. That means that ONLY the board of directors and anyone who may be advising them will LEGALLY have a say in how the money is spent or dispersed.
Call the Question and how it’s being abused. Why it matters.
Meetings of members during the past 2 years have seen a liberal use of the motion “call the question”. Oftentimes, it is shouted by members during discussion and it has always been prioritized over allowing everyone the chance to have a say. Even when members have their hands raised, a shouted motion to “call the question” is taken first and discussion is immediately ended. The frustration is that important issues are being discussed, member concerns are being discussed, questions about what to do with the money is being discussed. But those seeking to limit discussion, keep us uninformed and remove our voice from the discussions, “call the question”
Calling the question when used properly, is a good motion because it helps to end debate on a pending proposal and bring it to an immediate vote, and ensures that discussions do not drag on indefinitely, allowing for timely resolutions.
The misuse of the "call the question" motion can lead to a breakdown of the democratic process. If not used correctly, it can limit members' rights and prevent a fair and orderly meeting. It is essential to use this motion responsibly and ensure that it does not become a common practice that undermines the principles of Robert's Rules of Order
An important thing to remember is that if you have your hand raised before someone calls the question motion, you are entitled to speak. According to Robert's Rules of Order, you must be recognized by the chair to speak. Sadly, this is not how it is being applied in SGCA meetings at the moment.
WHAT CAN YOU DO?
Contact the SGCA and ask them to stop the abuse of this motion. They have an obligation to apply the rules of order in a fair and consistent way. They do not have the right to take away your right to speak.
There are nine members who have been expelled from the association. Why should you care?
· The governing documents of the SGCA require our Board of Directors to follow very specific bylaws and guidelines.
· In expelling those nine members, the rules were not followed and the expulsions are not valid
· All nine improperly expelled members have questioned the Board of Directors agenda. They want to preserve the money for the community. They want the community to have a say in what to spend it on and they want the Board of Directors to stop wasting time and the money belonging to the community on pointless legal actions.
· Those nine improperly expelled members and several other residents of this community have also been removed or blocked from the community Facebook group. They can no longer see posts that speak to community safety and public interest. They were given no reason for it and there was no warning. They have simply been removed en masse from participating in community discussion. The administrators of that Facebook group are either Directors of the SGCA or friends of those same directors.
· Why don’t they want those people participating in free and open discussion? What are those expelled members saying that the Board doesn’t want you to know?
WHAT CAN YOU DO?
Submit a membership application to the SGCA and show up on January 29, 2026 at the Stave Falls School and vote to keep the money that belongs to us all here in the community.
Some people have said that after the SGCA is dissolved, that they could then start a new association and seek to have the money returned to them through that.
The bigger question to ask here is why would that even be a consideration?
What would be the purpose of that? And why not just continue to function as the SGCA? A society that has functioned for this community since the late 1950’s.
WHAT CAN YOU DO?
Submit a membership application to the SGCA and show up on January 29, 2026 at the Stave Falls School and ask questions. Vote to save the money for the community
Why is the SGCA making you submit money to get a membership when the vote at the Special Resolution Meeting is to dissolve the society?
The Board of Directors confirmed in 2024 that a person cannot be denied membership for non-payment of dues. They got this information from one of their lawyers.
So then why do they want your money when they literally want to close down the society and give away all the money.
WHAT CAN YOU DO?
Contact the SGCA and request membership without having to pay a fee. Ask them to tell you why they want your money just to give it away?
The January 29, 2026 Special Resolutions:
Each resolution is problematic on its own for various reasons but lets assume for a moment that the vote proceeds regardless:
If the membership votes in favour of each resolution in the order that they are being presented, members should be aware of the following:
- A trustee has not yet been chosen. Members are not being given critical information like who will the trustee be and how much will it cost to retain a trustee.
Secondly, why are we being asked to vote to keep $8000 for day to day operations when article “C” of the Special Resolution vote is to literally suspend the ongoing operations of the society?
- Article “B” of the Special Resolution vote has bunched multiple actions together instead of allowing members to vote independently on each one.
For example:
- Do we want to allow the trustee to be able to decide how to allocate our money with the foundation? (the deed)
- what kinds of investments do we approve of?
- We need to define what “for the benefit of residents of Stave Falls” means
- who determines when all liabilities are discharged? There are multiple legal actions. By who’s discretion will the above determination be made?
- Who are the relevant authorities and what approvals are required?
- Why are we members not being given the chance to voice our wishes on who and how our money should be allocated?
- Who decided it must go to one of the named foundations? And didn’t we just vote on that recently and successfully defeated that as an option?
Why are we not being given the ability to choose other options?
- Article “C” gives TOTAL authority to the current Board of Directors to determine how and where our money will be allocated. We will be EXCLUDED from the decision making process as it relates to establishing the governing document (the deed) at the foundation that is the contract for how WE want our money to be allocated.
*see the attached information on how gifting to the Mission Community Foundation works
THE VANCOUVER FOUNDATION:
Several questions were sent to both Foundation offices, and the following email reply was received by the Vancouver Foundation:
If there are current legal actions that may involve financial liabilities, involving the SGCA will the Foundation agree to accept the assets of it anyway?
The assets of the SGCA are currently locked into a term deposit account that is set to mature in November 2026. Knowing it cannot be accessed until at least that date, and that there are potential legal actions involving the SGCA would the Foundation actually accept the donation anyway?
I can quickly answer both questions 4 & 5 below…both are no.
- (4) Knowing there are current legal actions that may involve us releasing assets if we were to accept, we wouldn’t accept the funds in the first place
- (5) Vancouver Foundation can only accept liquid assets, or gifts that can be liquidated immediately.
THE MISSION COMMUNITY FOUNDATION
In a face to face meeting with several board members of the Foundation, the following information was provided on a few key concerns:
- How are donations processed by the Foundation?
- What guarantees are there that the money will be used for the community its intended for?
- If the donating association dissolves, can a newly formed association be granted the money?
- Can the Foundation refuse to grant money in any given year?
- If there are active legal actions involving the association, will the Foundation accept a donation from it?
- If the assets of the association are in a locked in account will the Foundation accept that as a donation?
- Who decides the disbursement of the funds?
- Has any Director of the Foundation had or continue to have business or work relationships with any past or present member of the SGCA?
- What is the process/ requirements of someone applying for funding from our donated funds?
Please go to the website for the Mission Community Foundation to see for yourself how this works. Give them a call and ask questions.
Mission Community Foundation - Mission, BC Non-Profit
Based on how the Special Resolution vote is constructed, there is some concern that WE AS MEMBERS are being excluded from key decisions.
Here are some notes from our meeting on January 9, 2026. Feel free to contact the Foundation and get confirmation on anything that you see here.
- There needs to be a letter from a lawyer saying that the money can be donated
- We need to establish a “deed”. This is the document that defines how we want our donation and future scholarships or grants dispersed. It needs to be extremely detailed and the language clear in defining:
Who gets to apply, geographical boundaries, do we want to allow grants/ scholarships or both?, how many grant cycles do we want to participate in?, do we want to cap applications? Do we want to spend our capital? Would scholarships be limited to youth students? Or would we include adult learners?, if our association is dissolved who will be given the right to make changes to the deed?
- Do we want to use “designated grants” option?
- They would need to consult legal counsel about whether to accept the donation because of the legal issues the association is involved in, but it is likely they would hold the same position as the Vancouver Foundation and not take the money
- The Vancouver Foundation would be unlikely to guarantee that donated funds could be restricted to application from Stave Falls.
Members should be concerned that there are too many things that we are being asked to vote on bundled together and that our right to decide on important issues is being taken away.
The Special Resolutions as written are too ambiguous and that lack of clarity should be a concern to all voting members.
What guarantees do we have from either the Mission Community Foundation or the Vancouver Foundation that we will get all the money returned to us over time for the benefit of the residents of Stave Falls?
If the membership of the SGCA votes to dissolve the society on January 29, 2026 then what entity will be qualified to seek grants from those Foundations?
If the donation was made to the Foundation by the SGCA and then the SGCA dissolves, is the Foundation legally required to abide by any agreement made to a now dissolved society?
The Special Resolution does not align with the SGCA Bylaws nor the BC Societies Act and the concern is that the results of the vote on January 29, 2026 could be challenged and invalidated.
*see the attached SGCA bylaws/ Part 6 - Dissolution
*see the BC Societies Act; Part 10/ liquidation, dissolution and restoration Societies Act
ONE:
In the SGCA Bylaws at 6.1 c)
any and all remaining assets of the Association shall be paid, transferred or assigned to a charitable organization ́ defined pursuant to the provision of the Income Tax Act, and approved by the Canada Customs and Revenue Agency, having similar goals, objectives and philosophies as the Association, and as members of the Association in their discretion may determine.
This provision clearly gives members of the association the right to
determine how the assets of the society will be assigned. The Special Resolution vote takes away members right to determine this.
TWO:
In the SGCA Bylaws at 6.1 d)
upon dissolution the Association will appoint a record keeper ́ to maintain their corporate records following dissolution in, or for inspection in, British Columbia.
The Special Resolution vote does not make any consideration for a record keeper. It is not mentioned and members will have NO SAY in who that person will be.
THREE:
There are specific and clearly defined steps to dissolve a society and they are defined by the BC Societies Act. Membership is absolutely entitled to request dissolution but there are steps that must be taken otherwise we risk the decision being challenged legally.
This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Pacific Legal Education and Outreach Society (PLEO) in May 2021.
Steps to Dissolving a BC Society:
1. Pass an ordinary resolution at a members meeting that empowers the board to seek dissolution from the registry as soon as it is practical or at a certain date.
At this time, members may pass a resolution specifying the qualified recipient
***KEEP IN MIND that our SGCA bylaws restrict who a qualified recipient is
2. Pay the Associations Liabilities – this action is taken by the Directors
3. Distribute remaining assets to a qualified recipient.
After the liabilities have been paid, any remaining assets must be distributed to the qualified recipient listed in the non-profit’s bylaws. The SGCA defines a qualified recipient as “a charitable organization ́ defined pursuant to the provision of the Income Tax Act, and approved by the Canada Customs and Revenue Agency, having similar goals, objectives and philosophies as the Association, and as members of the Association in their discretion may determine.”
4. Submit a Dissolution request to the Registrar
Once arrangements have been made to settle the non-profit’s liabilities and disburse the non-profit’s remaining assets, the directors must submit a request for dissolution to the Registrar. With the request for dissolution, the directors must provide a copy of the members’ ordinary resolution authorizing dissolution. The directors must also provide an affidavit sworn by at least two directors (or sworn by one director if there is only one director), declaring that to the best of their knowledge, the non-profit has no liabilities or has made adequate arrangements for the payment of the non-profit’s liabilities and that the remaining assets of the non-profit, if any, have been disbursed to the qualified recipient.
FOUR:
The special resolution vote mentions a trustee. The BC Societies Act defines that role as a “liquidator”
Per Division 5 - Qualifications, Appointment and Removal of Liquidators
There are very specific actions that the person in this role must LEGALLY take and are prescribed by the BC Societies Act.
A special resolution by members that does not clearly state a request to change the bylaws to allow for modified action by the liquidator would invalidate the outcome of the special resolution vote and the LIQUIDATOR would be OBLIGATED to challenge the instructions from the Special Resolution.