The fate of Rutland Centennial Hall remains in legal limbo in the aftermath of all but two directors resigning Monday from the Rutland Park Society, according to society chairman Todd Sanderson.
But Wendi Swarbrick, the society treasurer and only remaining member of the board along with Sanderson, disagrees with that assessment.
However, when the two will convene a meeting to move forward remains unknown at this point.
The provincial government ministry responsible for compliance with the BC. Society Act released a statement Thursday afternoon saying there is no provision for placing a non-profit society under a trustee unless the society is being dissolved.
Otherwise, a general meeting can be convened under the society’s bylaw protocols to fill board vacancies, and that the existence of a non-profit society is not terminated only because it has fewer than three board directors.
On Monday, a meeting was called by the board to respond to some 27 questions submitted about recent board actions, a process facilitated by a mediator.
As well, a vote was to be held to expel Swarbrick from the board for abusing the powers of being a director, failure to disclose her involvement in a financial service contract with the society and wrongfully failing on request to produce documents relevant to the society at the board’s request.
The question and answer part of the meeting took more than an hour to complete, during which time all but two board members resigned.
As a result, there wasn’t a board quorum to deal with the resolution involving Swarbrick.
Sanderson had indicated a trustee might have to be brought in to oversee the society until the vacant board position issue could be clarified, calling the whole scenario “quite a unique situation.”
How to proceed with just two directors, he said, had created some uncertainty about how the society board can carry on in the short-term.
“It’s something a number of lawyers I have consulted have been stumped on, and I’ve gone to the province looking for answers as how we move forward and there are no clear guidelines on that it seems,” Sanderson said.
Sanderson said the regularly scheduled annual general meeting to elect board members isn’t slated until October.
His immediate priority, he said, is to ensure the daycare service tenant in the hall can continue operating, so neither the daycare nor parents are negatively affected by the board’s current issues.
He said the uncertainty arises out of the liability insurance for the hall if the society is in disarray.
“My priority at this stage is to make sure the daycare at the community hall continue to keep operating because the community needs those daycare spaces to remain open,” he said. “We have to ensure the insurance situation stays in place because if not, you know Murphy’s law will come into affect and something will happen that could put the society in a legally liable position.”
Despite the current board dysfunction, Sanderson said the society still owns the piece of land the hall sits on, which is arguably worth millions, and has more than $800,000 in a bank account to spend towards an upgrade or replacement of the hall, money generated from the sale of the right-of-way to the city to facilitate an extension of Shepherd Road across Centennial Park to connect with Rutland Road.
“People just can’t walk away and do nothing with that. We have to find a way through to move forward,” Sanderson said.
Swarbrick offered a different interpretation of how the society can proceed, and blamed Sanderson’s comments to the media this week as placing unnecessary stress on the daycare operator and community market vendors.
“That’s ridiculous,” Swarbrick said of Sanderson’s comments.
“This is not the first society board that has ever lost any of its directors. We have two standing directors and a full slate of society membership so we can hold a meeting and allow our members to nominate replacement directors just like every other non-profit society board does.”
She said the comments in the media about her this week and the implications for other groups by the society’s current state have been inappropriate and unnecessary.
“A lot of hard work has been done the last few years with the society and there is no reason for that work to be undone at this point,”she said.
“We all have the ability to move onward. We are all grown-ups so lets act like it.”