Fund the Future Our University Our Community Our Economy

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1 SUN PEAKS MOUNTAIN RESORT MUNICIPALITY SPECIAL COUNCIL MEETING AGENDA 7:00 PM Tuesday, January 9, 2018 Cahilty Lodge 1. CALL TO ORDER 2. ADOPTION OF AGENDA 3. PRESENTATIONS AND DELEGATIONS 3.1. TRU Re: Underfunding TRU Community Keynote Community Keynote-Final PPT-2 4. BYLAWS 4.1. TUP Bylaw No Sunburst Drive TUP COUNCIL REPORT Bylaw No TUP UNFINISHED BUSINESS 5.1. Housing Authority Approval Housing Authority Report Housing Corporation Articles Jan SPHA Biz Plan Draft Nov 28RB January Public Meeting - Utilities_Housing authority LT Inspector from CAO 6. QUESTIONS FROM THE PUBLIC 7. CLOSE MEETING Page Page 1 of 89

2 TRU Re: Underfunding Page 2 of 89 Fund the Future Our University Our Community Our Economy Thompson Rivers University Students Union AGENDA ITEM #3.1.

3 TRU Re: Underfunding Page 3 of 89 Who Are We? The Thompson Rivers University Students Union (TRUSU) represents over 10,000 students in Kamloops Advocacy Services Entertainment Thompson Rivers University Students Union AGENDA ITEM #3.1.

4 TRU Re: Underfunding Page 4 of 89 What is the problem? -$80,000,000 Thompson Rivers University Students Union AGENDA ITEM #3.1.

5 TRU Re: Underfunding Page 5 of 89 What is the impact? Government Funding TRU Revenue Sources UNBC Revenue Sources Other $355 million for the region 10% 13% User $655 User million for the Fees province Fees 44% Other 23% Thompson Rivers University Students Union AGENDA ITEM #3.1.

6 TRU Re: Underfunding Page 6 of 89 Why are we here? Our regional university can t continue to fall behind Underfunding at TRU affects the entire community The university community can t fix this problem without your support Thompson Rivers University Students Union AGENDA ITEM #3.1.

7 TRU Re: Underfunding Page 7 of 89 How does funding work? Targeted Per Student Funding $ Block Grant 8000 Targeted FTEs $7800 in Targeted Per Student Funding Actual Per Student Funding $ Block Grant 8463 Actual FTEs $7562 in Actual Per student Targeted Thompson Rivers University Students Union AGENDA ITEM #3.1.

8 TRU Re: Underfunding Page 8 of 89 $24, $20, $16, $12, $8, $4, $0.00 How does funding work? Targeted Per Student Funding by Institution in BC, 2015/16 UNBC NVIT UBC NLC UVic SFU SC NWCC CotR NIC BCIT ECU CNC OC RRU TRU UFV VIU KPU VCC CC CU DC LC JIBC Thompson Rivers University Students Union AGENDA ITEM #3.1.

9 TRU Re: Underfunding Page 9 of 89 $28, $24, $20, $16, $12, $8, $4, $0.00 How does funding work? Actual Per Student Funding by Institution in BC, 2015/16 NLC UNBC NWCC CNC NVIT NIC UBC SC UVic VCC CotR SFU ECU OC BCIT VIU CU RRU UFV TRU CC KPU DC LC JIBC Thompson Rivers University Students Union AGENDA ITEM #3.1.

10 TRU Re: Underfunding Page 10 of How does funding work? Actual Per Student Funding VS Enrolment TRU 2007/ / / / / / / / /16 Thompson Rivers University Students Union $10,000 $8,000 $6,000 $4,000 $2,000 $0 AGENDA ITEM #3.1.

11 TRU Re: Underfunding Page 11 of 89 What are we doing? Presentations Requesting that to community the TRU funding organizations formula on is TRU reevaluated in underfunding 2017/18 Thompson Rivers University Students Union AGENDA ITEM #3.1.

12 TRU Re: Underfunding Page 12 of 89 What can you do? 1.Sign an individual pledge 2.Share funding facts on social media 3.Support the call to reevaluate TRU s funding formula Thompson Rivers University Students Union AGENDA ITEM #3.1.

13 TRU Re: Underfunding Page 13 of 89 Fund the Future Our University Our Community Our Economy Advocacy Services Entertainment AGENDA ITEM #3.1.

14 TRU Re: Underfunding Page 14 of 89 Fund the Future Our University Our Community Our Economy Thompson Rivers University Students Union AGENDA ITEM #3.1.

15 TRU Re: Underfunding Page 15 of 89 Who Are We? The Thompson Rivers University Students Union (TRUSU) represents over 10,000 students in Kamloops Advocacy Services Entertainment Thompson Rivers University Students Union AGENDA ITEM #3.1.

16 TRU Re: Underfunding Page 16 of 89 What is the problem? -$80,000,000 Thompson Rivers University Students Union AGENDA ITEM #3.1.

17 TRU Re: Underfunding Page 17 of 89 What is the impact? Government Funding TRU Revenue Sources UNBC Revenue Sources Other $355 million for the region 10% 13% User $655 User million for the Fees province Fees 44% Other 23% Thompson Rivers University Students Union AGENDA ITEM #3.1.

18 TRU Re: Underfunding Page 18 of 89 Why are we here? Our regional university can t continue to fall behind Underfunding at TRU affects the entire community The university community can t fix this problem without your support Thompson Rivers University Students Union AGENDA ITEM #3.1.

19 TRU Re: Underfunding Page 19 of 89 How does funding work? Targeted Per Student Funding $ Block Grant 8000 Targeted FTEs $7800 in Targeted Per Student Funding Actual Per Student Funding $ Block Grant 8463 Actual FTEs $7562 in Actual Per student Targeted Thompson Rivers University Students Union AGENDA ITEM #3.1.

20 TRU Re: Underfunding Page 20 of 89 $24, $20, $16, $12, $8, $4, $0.00 How does funding work? Targeted Per Student Funding by Institution in BC, 2015/16 UNBC NVIT UBC NLC UVic SFU SC NWCC CotR NIC BCIT ECU CNC OC RRU TRU UFV VIU KPU VCC CC CU DC LC JIBC Thompson Rivers University Students Union AGENDA ITEM #3.1.

21 TRU Re: Underfunding Page 21 of 89 $28, $24, $20, $16, $12, $8, $4, $0.00 How does funding work? Actual Per Student Funding by Institution in BC, 2015/16 NLC UNBC NWCC CNC NVIT NIC UBC SC UVic VCC CotR SFU ECU OC BCIT VIU CU RRU UFV TRU CC KPU DC LC JIBC Thompson Rivers University Students Union AGENDA ITEM #3.1.

22 TRU Re: Underfunding Page 22 of How does funding work? Actual Per Student Funding VS Enrolment TRU 2007/ / / / / / / / /16 Thompson Rivers University Students Union $10,000 $8,000 $6,000 $4,000 $2,000 $0 AGENDA ITEM #3.1.

23 TRU Re: Underfunding Page 23 of 89 What are we doing? Presentations to community organizations on TRU Requesting that the TRU funding formula is re-evaluated underfunding in 2017/18 Thompson Rivers University Students Union AGENDA ITEM #3.1.

24 TRU Re: Underfunding Page 24 of 89 What can you do? 1.Sign an individual pledge 2.Share funding facts on social media 3.Support the call to reevaluate TRU s funding formula Thompson Rivers University Students Union AGENDA ITEM #3.1.

25 TRU Re: Underfunding Page 25 of 89 Fund the Future Our University Our Community Our Economy Advocacy Services Entertainment AGENDA ITEM #3.1.

26 AGENDA ITEM #4.1. Planning Services COUNCIL REPORT TO: Mayor and Council DATE: January 2, 2018 FROM: SUBJECT: TNRD Manager of Planning Services Temporary Use Permit Application No. TUP Temporary Use Permit Bylaw No. 0104, 2018 Lot 12, District Lots 6259 and 6337, KDYD, Plan KAP Sunburst Drive, Sun Peaks, BC (Geissinger, Dickinson) RECOMMENDATION(S): 1. That Temporary Use Permit TUP Bylaw No. 0104, 2018, be introduced and read a first time by title only. 2. That Temporary Use Permit TUP Bylaw No. 0104, 2018, be read a second time. 3. That Temporary Use Permit TUP Bylaw No. 0104, 2018, be taken to Public Hearing in conjunction with a regular Council meeting. A. KRAUSE, MCIP, RPP Manager of Planning Services SUMMARY: Approved for Council Consideration CAO The owners of 2224 Sunburst Drive have applied for a Temporary Use Permit (TUP) to allow tourist accommodation use in the principal dwelling of their existing single family dwelling for a term of 3 years. Location 2224 Sunburst Drive Present zoning RS-1 (Residential Single Family One) Proposed Temp. Use Tourist Accommodation (short-term rentals) in the principal dwelling Parcel Area 964 sqm Application date November 16, 2017 TUP Bylaw No Sunburst Drive Page 26 of 89

27 AGENDA ITEM #4.1. January 2, 2018 Page 2 of 4 Subject: Temporary Use Permit Application No. TUP ; Bylaw No DISCUSSION: The subject property is zoned RS-1 (Residential Single Family 1). The applicants are requesting a TUP to lawfully enable tourist accommodation use (i.e. short term rentals) of 4 bedrooms in the principal dwelling for a term of 3 years with the possibility of an extension for another 3 years. The applicants indicate that the basement suite is currently, and will continue to be, used for long term rental. Building A building inspection was performed by the Building Inspector on December 2, The Building Inspector confirmed that the house and suite meet code. The Building Inspector s report is attached hereto. On Mountain Manager The owners indicate that Innspire Property Services will act as the 24/7 onmountain managers for the short-term rental. The owners also indicate that they intend to post the contact information of their full-time basement tenants inside the house and out to ensure a quick response time to any issues. Snow Removal Plan The applicants have provided a sketch (at right) showing two snow storage areas on the land. They indicate that White Lyon is providing snow plow services. Parking and snow storage plan submitted by applicants larger version attached to report TUP Bylaw No Sunburst Drive Page 27 of 89

28 AGENDA ITEM #4.1. January 2, 2018 Page 3 of 4 Subject: Temporary Use Permit Application No. TUP ; Bylaw No Parking The applicants submitted a sketch identifying 3 off-street parking spaces in addition to 2 garage spaces. TUP Conditions The draft TUP proposes a number of conditions of use which Council should consider prior to commencing Bylaw readings. The following conditions have been drafted for Council deliberation: Secondary Suite cannot be used for tourist accommodation must be permanent resident (e.g. owners, long term renters) Maximum # of guests Occupancy limit of 8 guests in the principal dwelling (2 per bedroom) Random inspections may be carried out by Municipality A local manager must be available 24/7 to deal with any disturbances A 3 year term for the temporary use Council can limit the use to less than 3 years before commencing Bylaw readings. A security has not been included in this draft permit; however, Council can require a security to provide greater incentive for compliance with the TUP. Business License Should the TUP be issued by Council, the owners will be required to apply for a Business License. The contact information for the on-mountain manager and snow removal contractor will be confirmed at time of business license issuance. If occupancy limits are exceeded, snow is not adequately cleared, or noise/nuisance complaints arise in the future, the Municipality can revoke the business license (in addition to the TUP) as a further mechanism to discontinue nightly rental use. Referrals and Liaison: Building Inspector indicated that approval is recommended. Sun Peaks Resort LLP indicated that their interests are unaffected by this application. Sun Peaks Utilities has indicated that their interests are unaffected by this application. Attachment(s) Location Map TUP Bylaw No Sunburst Drive Page 28 of 89

29 AGENDA ITEM #4.1. January 2, 2018 Page 4 of 4 Subject: Temporary Use Permit Application No. TUP ; Bylaw No Zoning Map Building Inspector Inspection Checklist Snow Storage and Parking Plan submitted by Applicants Temporary Use Permit TUP Bylaw No. 0104, 2018 TUP Bylaw No Sunburst Drive Page 29 of 89

30 TUP Bylaw No Sunburst Drive Page 30 of 89 AGENDA ITEM #4.1.

31 TUP Bylaw No Sunburst Drive Page 31 of 89 AGENDA ITEM #4.1.

32 AGENDA ITEM #4.1. Building Inspection Report TUP Bylaw No Sunburst Drive Page 32 of 89

33 AGENDA ITEM #4.1. Snow Storage and Parking Plan submitted by Applicant TUP Bylaw No Sunburst Drive Page 33 of 89

34 AGENDA ITEM #4.1. SUN PEAKS MOUNTAIN RESORT MUNICIPALITY BYLAW NO. 0104, 2018 A BYLAW TO AUTHORIZE SUN PEAKS MOUNTAIN RESORT MUNICIPALITY TO ISSUE A TEMPORARY USE PERMIT WHEREAS an application for Temporary Use Permit has been made; AND WHEREAS the Local Government Act provides that a local government may issue a temporary use permit by bylaw; NOW THEREFORE, the Sun Peaks Mountain Resort Municipality Council, in open meeting assembled, enacts as follows: 1. CITATION This bylaw may be cited as Sun Peaks Resort Area Temporary Use Permit TUP Bylaw No. 0104, AMENDMENT The temporary use at 2224 Sunburst Drive (legally described as Lot 12, District Lots 6259 and 6337, Kamloops Division Yale District, Plan KAP53479), as shown in bold outline on Schedule 1 attached hereto and forming a part of this Bylaw, shall be in accordance with the terms and conditions set forth in the attached Schedule 2 (Permit), which is incorporated in and forms part of this Bylaw. READ A FIRST TIME this day of, READ A SECOND TIME this day of, PUBLIC HEARING held on the day of, READ A THIRD TIME this day of, ADOPTED this day of, Mayor Chief Administrative Officer TUP Bylaw No Sunburst Drive Page 34 of 89

35 AGENDA ITEM #4.1. SCHEDULE 1 This Schedule 1 is incorporated in and forms part of Bylaw No. 0104, 2018 Certified Correct: Chief Administrative Officer TUP Bylaw No Sunburst Drive Page 35 of 89

36 AGENDA ITEM #4.1. SCHEDULE 2 SUN PEAKS MOUNTAIN RESORT MUNICIPALITY TEMPORARY USE PERMIT NO. TUP Permittee: Address: Gary Geissinger & Laura Dickinson 3065 Starlight Way, Coquitlam, BC V3C3J9 1. This Temporary Use Permit ( TUP ) is issued subject to compliance with all applicable bylaws of the Sun Peaks Mountain Resort Municipality ( SPMRM ), except as specifically varied or supplemented by this TUP. 2. The application of this TUP is limited to the land, premises and structures located at 2224 Sunburst Drive, British Columbia, legally described as: Lot 12, District Lots 6259 and 6337, Kamloops Division Yale District, Plan KAP53479 PID: (the Land ) 3. In addition to those uses of the Land permitted under the Sun Peaks Resort Area Zoning Bylaw No (the Zoning Bylaw ), until the expiry or any prior cancellation of this TUP the following additional use(s) are permitted upon the Land in accordance with the terms and conditions of this TUP: Use of 4 bedrooms in the principal dwelling for tourist accommodation use (short-term / nightly rental accommodation). 4. This TUP, and the uses of the Land permitted under this TUP, are subject to the following conditions: a. tourist accommodation use is limited to a maximum occupancy of 8 guests at any one time; b. use of the secondary suite for tourist accommodation is strictly prohibited; c. SPMRM may conduct random inspections of the dwelling from time to time over the term of the TUP; and d. the owners must provide a local manager available 24 hours / 7 days per week to deal with any disturbances resulting from tourist accommodation use. 5. Should the Permittee fail to abide by the terms and conditions contained in this TUP: a. this TUP may be revoked at any time prior to the expiration date of the permit and the permitted uses of the Land shall be limited to those uses permitted under the Zoning Bylaw or as it may be amended. TUP Bylaw No Sunburst Drive Page 36 of 89

37 AGENDA ITEM #4.1. Schedule 2 Page 2 Temporary Use Permit No. TUP The Land shall be used strictly in accordance with the Bylaws of the SPMRM and with the terms, conditions and provisions of this TUP. 7. This TUP shall expire 3 years from the date of authorizing resolution by the Sun Peaks Mountain Resort Municipality Council, as noted below. 8. This TUP is not transferrable to anyone other than the above-mentioned Permittee. 9. Any application to amend this TUP shall be considered as a new application. 10. This TUP is not a Building Permit. Authorizing resolution passed by the Sun Peaks Mountain Resort Municipality Council this day of, Certified Correct: Chief Administrative Officer Gary Geissinger, Owner Laura Dickinson, Owner TUP Bylaw No Sunburst Drive Page 37 of 89

38 Sun Peaks Mountain Resort Municipality REPORT To: From: Mayor and Council Rob Bremner, Chief Administrative Officer Date: November 17, 2017 Meeting Date: January 9, 2018 SUBJECT: Sun Peaks Housing Authority RECOMMENDATIONS: THAT council directs that a corporation be established under section185 of the Community Charter, named the Sun Peaks Housing Authority Ltd. Further to establishing the corporation, the Business Plan accompanying this report, along with the proposed Articles of Incorporation, are hereby approved and, subject to the approval by the Inspector of Municipalities, the Articles are adopted for the purposes of an application for incorporation and registration with the Registrar of Companies for British Columbia. BACKGROUND: In British Columbia, the lack of affordable housing in many communities is a widespread concern, affecting the quality of life of many residents throughout the province. For resort communities such as Sun Peaks, the provision of affordable housing becomes a more complex issue given the higher costs of resort living and the fact that residents choose to live there. To understand affordable housing issues in resort communities, one must take into account these varied influencing factors: high cost of resort living as a trade-off for a healthy and active lifestyle; competitive business environment; high business costs; and the need for committed enthusiastic employees. Successful resort communities create greater real estate demand, including demand for second/vacation homes, which lead to higher housing values. With expensive infrastructure and often limited available land, resort housing is more costly to develop. In addition, resort communities are challenged by the seasonality of visitation, resulting in lower business margins and employment during the shoulder or off-seasons. Resorts also have a high proportion of front-line service positions in restaurants and hotels, which are generally lower paid positions than a typical mix of employment options in other communities and cities. Housing Authority Approval Page 38 of 89

39 As a result of the factors above, often the cost of living in resort communities is higher than non-resort communities, and can be higher than annual wages. However, most resort residents choose the location for lifestyle reasons, placing quality of living over annual disposable income. Ultimately, the objective for resort communities is to minimize the resident employee leakage from the resort community to neighbouring communities. This is not only important for employee well-being, but it is a critical factor to overall resort vibrancy, which contributes to the success of the place. Housing challenges are different in each community, and each situation will likely require a different approach. To find appropriate solutions, we must understand the needs within each specific place. Due to the seasonal nature of the resort economy, a significant proportion of employees are seasonal, staying only for a season, or perhaps a year. These seasonal employees are generally younger, often high school or university graduates who are seeking work experience coupled with the lifestyle offered by a resort environment and are essential contributors to resort communities filling the many positions associated with ski lift operations, food and beverage servers, kitchen staff, hotel front desk clerks, conference services, etc. Other residents who live in resort communities are longer-term, full-time employees, living in the resort for a year or more, who are looking for more private longer-term accommodation. Finally, there are employees who work in more professional positions, are full-time residents, including families with children, and have decided to make the resort their home. These three employee demographics may have very different housing needs, and a challenge in resort communities is to be able to provide housing for all three types of employees. Employer Provided Rental Housing Given that accommodation is generally a high cost item in resort communities and that seasonal employees are generally on the lower end of the wage scale, most resort operators have recognized that the responsibility to house these employees rests with the employers. To attract the best employees, employers with employee accommodation have a distinct advantage. Employer provided housing may come in many forms; the largest employers often have employee housing either onsite within their structure or offsite at a special employee building. Smaller employers often rent/buy a residential property where they can house a portion of their employees at reasonable rent levels. Smaller accommodation properties should be encouraged to build in employee housing within their properties. Municipalities can provide financial and density advantages to encourage employers to build and provide affordable employee housing. Resorts with large employee buildings or employee housing clustering have experienced some challenges and negative feedback. Late night noise or immature behaviour can become very frustrating for neighbours surrounding such developments and for the residents themselves. Management controls must be in place to assure all neighbours and those within the complexes that the rules will be enforced. Management of these issues is best controlled by the employers through an employment contract. Housing Authority Approval Page 39 of 89

40 Resort planners generally agree the best solution for minimizing conflicts is to locate employee housing scattered about the community. Auxiliary Housing Suites In Sun Peaks, the Sun Peaks Resort LLP introduced legal auxiliary housing suites to address the need for a more private type of accommodation. These suites are well suited to those who plan to remain in the resort for a few years or longer. The auxiliary suite also serves an important function for property owners both resident and non-resident by providing a homeowner revenue source and discouraging break-ins if the homeowners are not around. However, in Sun Peaks, there are many auxiliary suites that are either rented short term to resort guests or are just not made available for rent. Unfortunately there is not a legal mechanism for mandating that these suites are for housing employees, but zoning can be used to prevent the use of suites for short term rental accommodations. Affordable Ownership Employees who decide to make a resort community their permanent home and those who choose to have children generally seek a more traditional housing option, including the potential to own their own home in a more traditional family environment. Affordable home ownership has been successfully provided through non-market housing strategies targeted at providing housing only for residents. Resident-restricted non-market housing models can be developed and facilitated by local government, In Canada, the traditional housing continuum recognizes two types of affordable housing: market and non-market. Affordable market housing is defined as those units produced by the private sector, which are sold or rented at a price considered affordable to a broad segment of the local population. Affordable non-market housing on the other hand, includes units rented or sold at a price not set by market forces but set and controlled over time by some other means and are the focus of the next section. One example of affordable market housing is the auxiliary suite. Auxiliary or secondary suites refer to any unit that is secondary to the principal dwelling. Despite being on the open market, these units are typically more reasonably priced and are an important part of the overall housing inventory of a community. In addition to utilizing land and resources more efficiently, secondary suites help preserve the character and integrity of a neighbourhood by reducing the need for new large-scale residential developments. In Victoria and West Vancouver, local governments have introduced incentives to both encourage the creation and legalization of auxiliary or in-law suites to provide more affordable housing alternatives for residents. One of the greatest limitations with the traditional housing continuum is that it fails to take into account the wide and diverse range of non-market housing types that are currently utilized in cities and communities. Under the traditional continuum, emergency shelters, transitional housing and social housing are the only recognized non-equity housing models. This continuum is particularly constraining within resort communities where the role of these housing types is limited. This has led to the creation Housing Authority Approval Page 40 of 89

41 of a new affordable housing continuum, which takes into account other non-market housing types such as resident-restricted housing. It also highlights the distinction between government subsidized housing and non-market housing. Resident restricted housing is a type of non-market affordable housing that caters to full-time resort resident employees and their families in search of more reasonably priced accommodation within a more expensive resort housing market. This type of housing enforces strict covenants, which limit occupancy and resale conditions to ensure the properties remain only available to eligible full time resort employees and remain affordable in perpetuity. The central difference between social housing and resident restricted housing is that social housing is managed and owned by a government agency or not-for-profit organization and largely reliant upon some form of recurring government subsidy. In Canada, social housing generally includes public housing and non-profit housing. While these models can vary slightly in regard to management and funding, they tend to be reserved for those individuals in most need or requiring some sort of government assistance. Resident-restricted housing, on the other hand, is not reliant upon funding from senior levels of government and is often the product of public-private partnerships with the public sector providing the land and the development rights and the private sector bearing the brunt of the cost in regards to finance. Typically, these non-market units are intended for low to moderate income earners and restricted to full-time employees in a community. In resident-restricted housing, the role of affordable home ownership is also emphasized. Unlike social housing units that are almost exclusively rental, resident-restricted housing provides ownership options for long-term residents and have strict covenants in place which limit resale price, ensuring the units remain affordable in perpetuity and thus making home-ownership a viable option. To oversee and assist in the development of these units, there is typically a local or regional housing authority in place. The housing authority helps regulate and monitor the resale of units to ensure they remain restricted to a certain segment of the population and not rented privately on the open market. The concept of creating a separate housing market within one that is more expensive was first pioneered by resort communities in Colorado. In Canada, the resort communities of Whistler, Banff, Canmore and others have similar housing models in place that provide more reasonably priced housing to employees and their families. In Canada, local governments are severely restricted in their revenue generating capabilities making the provision of basic amenities such as housing very difficult. To this day, property taxes remain the largest source of municipal revenue, putting financial strain on local governments to fund a wide array of important services. Traditionally, senior levels of government have stepped in to help shoulder some of the costs in regard to housing. However, part of the problem with government subsidies is that they are inherently unsustainable and potentially subject to change depending on the ideology of the political party in power. In some resort communities, public-private partnerships (P3s) have been most successful in building affordable housing units for local residents. Housing Authority Approval Page 41 of 89

42 The following is a list of tools that could be considered in Sun Peaks to help create non-market resident restricted housing units. Density Bonusing In parts of British Columbia, density bonus programs have been introduced to help build non-market housing units for low to moderate income earners. Under section 904 of the Local Government Act (LGA), developers can choose to provide community amenities such as recreation centres, playgrounds and affordable housing in exchange for greater variances in density. This arrangement tends to work best in higher density environments, where greater allowances do not alter or harm the character of a neighborhood, or in communities experiencing rapid growth. In 1997, the City of Burnaby introduced a Community Benefit Bonus (CBB) program to build affordable housing units for its citizens. This program helped secure millions of dollars in revenue to assist in the development of housing units in the city. Development Cost Charge (DCC) Fees In short, DCC fees are a tool used throughout North America that enables local governments to collect monies to help support the construction of affordable housing. Through the introduction of a local zoning bylaw, DCC fees can require commercial developers to make a monetary contribution or cash-in lieu to a housing fund to help build affordable housing. In Whistler, the Employee Works and Service Charge was introduced in 1991 and required developers to build affordable housing units or contribute to a designated housing fund. Between 1991 and 1996, close to six million dollars was collected and put towards the creation of a local housing authority as well as the community s first resident-restricted housing units. Inclusionary Zoning Inclusionary zoning is a land-use zoning bylaw that requires that a certain number of affordable housing units be built during the process of rezoning for new developments. The concept was first developed in the United States in the early 1970 s in response to exclusionary land use zoning practices that were being enforced to restrict socially and economically disadvantaged groups that were considered undesirable from entering more affluent communities. There are two types of inclusionary zoning: mandatory and voluntary. Under mandatory programs, developers are legally required to finance and build affordable housing units at new developments. Through voluntary programs, developers can opt to provide a certain number of new affordable units in exchange for zoning approval. Typically, incentives are given to developers to encourage the building of housing units when voluntary programs are in use. Under section 903 of the LGA, municipalities in British Columbia are legally permitted to introduce inclusionary zoning requirements to help meet local housing requirements. Currently, the cities of Langford, Vancouver, Burnaby and Richmond all have explicit inclusionary land use zoning bylaws in effect to help meet local housing targets. In Burnaby, a non-market housing policy has been in effect for twenty-five years that requires twenty percent new affordable housing on public land developments. Housing Authority Approval Page 42 of 89

43 In the City of Langley, developments that require the rezoning of ten or more units must include up to ten percent affordable housing. In each municipality, the number of affordable units set aside upon rezoning is determined accordingly but tends to fall somewhere between five and thirty five percent. Resale Price Restrictions One of the benefits of non-market resident-restricted housing is that it provides the option for affordable home ownership through the introduction of resale prices restrictions. For many households, home ownership is an important component to their identity. Resale price restrictions make home ownership possible by limiting the resale price of a unit to actual cost plus consumer price inflation and therefore making it affordable in perpetuity. Other mechanisms link resale price to a percentage below market, although this may not keep a unit affordable in perpetuity if market prices continue to inflate at a high rate. In order to restrict the resale price of a unit, a local government or housing authority must introduce covenants at the time of first sale. Typically, a first come first serve waitlist is introduced to help screen eligible pre-qualified candidates. Candidates may not qualify if they or their legal partner currently own resort property, or market property elsewhere. Those communities that clearly and effectively communicate prior to purchase that restricted units will not be resold at market value tend to be most successful. The inability of the market to provide an adequate supply of affordable housing units has prompted other communities to explore alternative non-market solutions. Many of these communities face similar housing challenges to Sun Peaks, and therefore some of their solutions may have potential to address the needs in the Sun Peaks community. The following sections present the housing program implemented in Whistler, and its beginnings. While the terminology and methods used to build affordable units for resident-employees vary between communities, the mandate to support a broad continuum of housing types remains the same. Whistler, BC In 1975, Whistler became Canada s first resort municipality. While the community is a popular tourist destination, renowned for its alpine skiing and outdoor attractions, few people are as familiar with its leading edge housing policies, which have been instrumental in ensuring that more than 75% of employees live in the community. Prior to the development of the Whistler Housing Authority (WHA) in 1997 to oversee in the development of resident-restricted housing, housing affordability was a reoccurring challenge. In 1979, residents of a local neighbourhood by the name of Tapley s Farm attempted to build the first affordable housing units for full-time resident employees. Together, residents formed the Mountain Development Corporation (MDC) and purchased 110 acres of land to build 80 affordable housing units. In total, MDC was comprised of 100 shares that were divided up equally among its 80 shareholders (some couples split their shares in half). Each shareholder was entitled to 1/80th interest of the company and one lot, but had to front an initial payment of one thousand dollars as well as an Housing Authority Approval Page 43 of 89

44 additional one hundred dollars each month to service any debt that may accumulate. Using the eighty thousand dollars in equity, the corporation acquired a loan and began purchasing lots to build singlefamily homes. In exchange for development rights, the Resort Municipality of Whistler (RMOW) placed covenants on the land, which stipulated that all present and future occupants had to be full-time resident employees of the village. Eventually however, the covenants would be removed through legal proceedings and the properties would revert back to the open market. While Tapley s Farm is significant in the fact that the housing units were created without using any subsidy from the local government, its failure to keep the units restricted in perpetuity highlighted the need for a strong local housing authority to monitor and oversee the development of affordable homes in the community. In 1983, local employers banded together to form the Whistler Valley Housing Society (WVHS) a nonprofit eligible for funding though CMHC and BC housing. Through a series of grants, Whistler s first and only subsidized housing units were built at Whistler Creek Court. Although this was a step in the right direction, most residents were in agreement that more units were needed and they were not entirely in favour of using government subsidies to develop them. Around this time, American resort communities were exploring the use of inclusionary zoning and linkage fees. In 1991, the RMOW introduced the Employee Works and Service Charge, which required private developers to build affordable housing units or make a monetary contribution to a designated housing fund. Over the course of the next five years, six million dollars in revenue was collected and put towards the development of 326 rental housing units at Beaver Flats, Nesters Pond, Nordic Drive and Lorimer Court. The remaining revenue was used to create a more formal housing authority - the WHA- to oversee and monitor the units, which had strict covenants in place that limit their occupancy to full-time resident-employees. Keeping these units designated as rental was also key to long-term success of the WHA, using the 2.2 million dollars collected annually from these properties to finance any debt or operating costs. Currently, close to 80% of the Whistler workforce lives and works within municipal boundaries. At Cheakamus Crossing, the athletes village for the 2010 Winter Games 85% of the units were retrofitted and are non-market to meet the housing needs of resident-employees, and their respective families. With the significant growth over the past two years in Sun Peaks the housing issue has quickly become a major issue in Sun Peaks. In March of 2016 Sun Peaks held a meeting with a consultant very familiar with the Whistler Housing Authority and its framework. It brought together council and a variety of stakeholders in Sun Peaks to review the Whistler solution and how it may aid Sun Peaks in providing a solution to the growing housing issue it faces. The consultant led the stakeholders through a program to determine the objectives of the community and what it is we hope to achieve. He discussed the history of the Whistler Housing Authority from its beginnings to its functioning today. The stakeholders spent great deal of time discussing the functioning of the Whistler Housing Authority and how authorities function in general. Many questions were fielded around what has worked and what has not worked. The contention was that we certainly should have a better idea of those things that work as they do have 20 plus years of experience. Housing Authority Approval Page 44 of 89

45 The discussion then lent itself to what the community s next step would be to beginning this process. There was consideration of acquiring land and the support of Sun Peaks Resort LLP in that process as well as beginning a DCC bylaw and a bylaw to support Housing financially. To conclude the meeting the stakeholders discussed if this is a desirable solution for Sun Peaks and the resounding sentiment was that it would certainly be a start in being able to begin the work to solving the issue. The recommendations were made to be sure we have support of SPR LLP who is the partner in the Master Development Agreement and in control of possible available land. They suggested a strong desire to set up and Authority and get on with any consultation needed in the community. It was suggested that there has already been significant consultation in this area as we just finished adopting our first OCP and there was considerable support from the community to develop a diverse set of housing options in the community. Section 18 of the Official Community Plan is attached. Sun Peaks held an open house January 14 of 2017 to take the community through its framework of the incorporation of the Sun Peaks Housing Authority Ltd. The meeting was very well attended and considerable feedback was received from the group. There was general consensus that this was the proper direction. Sun Peaks then engaged Murdy and McAllister to begin work on the formation of the Sun Peaks Housing Authority based on the Whistler model. As part of the development of the incorporation documents we began work on the framework business plan. The success of Sun Peaks as a tourism destination has created a greater demand for services, which requires a greater number of employees and more housing stock. Providing a supply of secure and affordable housing for employees (current and future) and their families will help to ensure that Sun Peaks continues to grow as an economically sustainable, vibrant and livable community year round. However, conventional market housing development alone is unable to provide the affordable housing our community requires to attract, retain and house our employees and their families. In order to help meet this increasing demand for housing, it is imperative that the Municipality, in partnership with our local employers, find solutions to build and provide housing appropriate for most employees. The creation of a municipally-owned housing corporation will help meet these needs through: o o o o o o Having as its sole purpose and focus the creation and management of affordable housing Having access to municipally owned land with the partnership of Sun Peaks Resort LLP Having the opportunity to purchase crown land through Sun Peaks Resort LLP at non-market values The ability to form strategic partnerships with local employers to build housing Management of a transparent and fair qualification system for qualified employees wishing to purchase non market housing Its mandate to be a non-profit developer, whereby any funds generated through sales or rentals will be kept within the organization to further create housing Housing Authority Approval Page 45 of 89

46 o Maintenance of a selling restriction which limits all housing sales to be limited only to SPHA or a qualified purchaser designated in writing by SPHA and to maintain a buy-back pricing formula for both employer and employee housing. All SPHA housing will be restricted non market housing. Strong partnerships will be one of the keys to the success of the SPHA. Partners will include: local employers, Sun Peaks Municipality, the Thompson Nicola Regional District, neighbouring municipalities and First Nations, the provincial government, and funding agencies. Partnerships with local employers will be essential in building affordable housing. Local employers will have the following roles, among others: o o o o Identifying their employee needs Providing cash contributions (or pre-paid leases) towards housing Building resident restricted non-market housing Providing rental housing The Sun Peaks Housing Authority Ltd Business Plan is attached. This document lays out the framework for the objectives, organization, operations and some key financial concepts. The Board of Directors and the General Manager will be tasked with the details of each area built on the framework provided. The Board of Directors will include two members of the Sun Peaks Municipal Council, plus the Mayor, two Directors of Tourism Sun Peaks board. PROCESS: The process currently will only require a resolution of council to approve the Articles subject to the Inspectors approval. Staff will then prepare a package for the inspector which will include all the items with a check mark in the attachment list. After the inspector approves we will need to prepare an application for incorporation. As part of that application council will need to; Appoint a person to sign as the incorporator (the incorporator is the municipality as shareholder). Sign the required incorporation Agreement (taking at least one share) and also the Articles. We must determine the company s registered and records office address and this appears on the Notice of Articles as part of our application. We appoint our first directors providing full name, delivery address along with a written consent- (suggested independent legal advice). We appoint a completing party who will examine the articles and incorporation agreement to be sure both contain an original signature of the incorporator. They will also file the incorporation application electronically on Corporate Online. Housing Authority Approval Page 46 of 89

47 ATTACHMENTS: Section 18 of the Official Community Plan Articles of Incorporation Sun Peaks Housing Authority Business Plan Housing Authority Public Presentation Housing Authority Meeting minutes Letter from CAO to Inspector Housing Authority Approval Page 47 of 89

48 SUN PEAKS HOUSING AUTHORITY LTD. ARTICLES OF INCORPORATION 1. Interpretation 2. Purpose and Restrictions 3. Shares and Share Certificates 4. Issue and Acquisition of Shares 5. Share Register and Transfers 6. Dividends 7. Borrowing Powers 8. Alterations 9. Meetings of Shareholder 10. Proceedings at Meetings of Shareholder and Votes 11. Directors 12. Election and Removal of Directors 13. Management Duties and Powers 14. Disclosure of Interest 15. Proceedings of Meetings of Directors 16. Executive and Other Committees 17. Officers 18. Indemnification 19. Accounting and Auditor 20. Annual Information Meeting 21. Access to Records 22. Notices 23. Dissolution Housing Authority Approval Page 48 of 89

49 1. INTERPRETATION Definitions 1.1 In these Articles, unless the context otherwise requires: affordable housing and affordable resident housing mean housing for employee residents of Sun Peaks Mountain Resort Municipality; board of directors, directors and board mean the directors of the Company for the time being; Business Corporations Act means the Business Corporations Act (British Columbia) S.B.C. 2002, Chapter 57, in force and as amended from time to time and includes all regulations and amendments thereto made pursuant to that Act; Inspector of Municipalities means the Inspector of Municipalities under section 758 of the Local Government Act; local government means a municipality or regional district incorporated in British Columbia under the Local Government Act or the former Municipal Act; ordinary resolution means a resolution of the shareholder, and has the same meaning as under the Business Corporations Act; and Sun Peaks Mountain Resort Municipality or Municipality means the Resort Municipality of Sun Peaks, British Columbia. Application of Statutory Definitions 1.2 A reference to a statute in these Articles refers to a statute of British Columbia and any and all regulations made under the statute. The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, as applicable, and unless the context otherwise requires, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail. Housing Authority Approval Page 49 of 89

50 2. PURPOSE AND RESTRICTIONS Business Purpose 2.1 The purpose of the Company is to undertake and carry on the business of providing, administering, managing, promoting and advising on affordable housing for residents and their families whose primary place of employment or self-employment is within Sun Peaks Mountain Resort Municipality, and all things necessary or incidental to that purpose, including: (a) (b) (c) (d) (e) Restrictions acquiring land, buildings or other structures, or any combination of these, developing and servicing land and constructing buildings or other structures, whether by purchase, sale, lease or otherwise, all for the provision of affordable resident housing in Sun Peaks Mountain Resort Municipality, assessing, reviewing and advising on the merits of proposed resident housing projects in Sun Peaks Mountain Resort Municipality; administering and managing all aspects of housing provided through the Company; promoting the cause of affordable resident employee housing in Sun Peaks Mountain Resort Municipality; and engaging in any of the activities described in paragraphs (a) through (d) above on behalf of Sun Peaks Mountain Resort Municipality. 2.2 The Company is restricted from carrying on business other than described in Article The Company is restricted from exercising the following powers: (a) (b) (c) (d) incurring any liabilities other than those liabilities that may be incurred with respect to matters the Company is empowered to do under Article 2.1; borrowing money other than for the purpose or business described in Article 2.1 (a); borrowing in an amount greater than $900, CDN, unless a greater amount is authorized by resolution of the Council for Sun Peaks Mountain Resort Municipality; acquiring any or all of the shares of any other limited company without the prior written consent of the Inspector of Municipalities; Housing Authority Approval Page 50 of 89

51 (e) (f) allotting, issuing or transferring any shares of its capital to any person other than Sun Peaks Mountain Resort Municipality, including any other municipality or regional district or to an agent of the Municipality; and any other powers not reasonably required for carrying out the business purpose of the Company. Municipal Securities and Guarantees 2.4 The Directors will not authorize the Company to borrow money on security provided by any local government shareholder, or the repayment of which is guaranteed by a local government shareholder, except where the local government provides such security or guarantee in a manner permitted by law. Subsidiaries 2.5 The Company may not form or incorporate a subsidiary company except by ordinary resolution and with the prior written approval of the Inspector of Municipalities. 3. SHARES AND SHARE CERTIFICATES 3.1 The authorized share structure of the Company consists of ten thousand common voting shares without par value. 3.2 Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act. 3.3 The shareholder is entitled, without charge, to one share certificate representing the shares of each class or series of shares registered in the shareholder s name. 3.4 Any share certificate to which the shareholder is entitled may be sent to the shareholder by mail at the shareholder s registered address and neither the Company nor any director or officer of the Company is liable for any loss to the shareholder because the share certificate is lost in the mail or stolen. 3.5 If the directors are satisfied that a share certificate is worn out or defaced, they must, on production to them of the share certificate and on such other terms, if any, as they think fit: (a) order the share certificate to be cancelled; and (b) issue a replacement share certificate. Housing Authority Approval Page 51 of 89

52 3.6 If a share certificate is lost, stolen or destroyed, a replacement share certificate must be issued to the person entitled to that share certificate if the directors receive: (a) proof satisfactory to them that the share certificate is lost, stolen or destroyed; and (b) any indemnity the directors consider appropriate. 4. ISSUE AND AQUISITION OF SHARES 4.1 Sun Peaks Mountain Resort Municipality will be the sole shareholder of the Company. 4.2 Subject to the Business Corporations Act and the provisions of these Articles, including without limitation Articles 2.3 (e) and 4.1, and the rights of the holder of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, in the manner, and on the terms and conditions that may be determined by resolution of the directors. 4.3 The issue price for a share with par value must be equal to or greater than the par value of the share. 4.4 Subject to the Business Corporations Act, Article 4.5, and any special rights and restrictions attached to any class or series of shares, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares. 4.5 The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds to believe that (a) the Company is insolvent; or (b) making the payment or providing the consideration would render the Company insolvent. 4.6 If the Company retains a share purchased or otherwise acquired by it, the Company may sell, gift, or otherwise dispose of the share, but while such share is held by the Company, it: (a) is not entitled to vote the share at a meeting of its shareholder; (b) must not pay a dividend in respect of the share; and (c) must not make any other distribution in respect of the share. Housing Authority Approval Page 52 of 89

53 5. SHARE REGISTER AND TRANSFER Register 5.1 As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place. 5.2 The Company must not at any time close its central securities register. Transfer 5.3 A transfer of a share of the Company must not be registered unless: (a) (b) a duly signed instrument of transfer in respect of the share has been received by the Company; and if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company. 5.4 The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company s share certificates or in any other form that may be approved by the directors from time to time. 5.5 There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the Directors. 6. DIVIDENDS 6.1 Subject to the Business Corporations Act, these Articles and any rights of the holders of issued shares of the Company, the directors may from time to time declare and authorize payment of any dividends the directors consider appropriate. 6.2 The directors need not give notice to the shareholder of any declaration under Article 6.1. Housing Authority Approval Page 53 of 89

54 6.3 Any dividend declared by the directors may be made payable on such date as is fixed by the directors. 6.4 All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held. 6.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures, or other securities of the Company, or in any one or more of these ways, and if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they deem advisable, and in particular, may set the value for distribution of specific assets. 6.6 No dividend bears interest against the Company. 6.7 Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder. 6.8 A dividend may not be declared or paid if there are reasonable grounds for believing that the company is insolvent, or that payment of the dividend would render the company insolvent. 7. BORROWING POWERS 7.1 The Company, if authorized by the directors, subject to any restrictions in these Articles, may: (a) (b) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; Housing Authority Approval Page 54 of 89

55 (c) (d) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company; 8. ALTERATIONS Share Structure except that the Company must not enter into any credit agreements, including amendments to existing agreements, to increase the Company s overall borrowing limit, that contemplate the Company incurring debt obligations that, if fully drawn, would exceed the amount stated in Article 2.3 (c), except as approved by a resolution of the Council of Sun Peaks Mountain Resort Municipality. 8.1 Subject to Article 8.2 and the Business Corporations Act, the Company may, by special resolution: (a) (b) (c) (d) (e) (f) (g) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares; increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; subdivide or consolidate all or any of its unissued, or fully paid issued, shares; if the Company is authorized to issue shares of a class of shares with par value: (i) decrease the par value of those shares; or (ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares; change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; alter the identifying name of any of its shares; or otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act. Housing Authority Approval Page 55 of 89

56 Creating Special Rights and Restrictions 8.2 Subject to the Business Corporations Act, the Company may by special resolution: (a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares or any class or series of shares, whether or not any or all of those shares have been issued; or (b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued. Change of Name 8.3 The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of its name. Alterations to Articles 8.4 If the Business Corporations Act does not specify the type of resolution, subject to Article 8.5 the Company may, by special resolution, alter these Articles. 8.5 If and for so long as a local government is a shareholder of the Company, these Articles may only be amended with the prior approval of the Inspector of Municipalities. 9. MEETINGS OF SHAREHOLDER Annual General Meeting (AGM) 9.1 Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual general meeting. Resolution in lieu of AGM 9.2 If the shareholder at an annual general meeting consents to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholder must, in any unanimous resolution passed under this Article 9.2, select as Housing Authority Approval Page 56 of 89

57 the Company s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. 9.3 The directors may, whenever they think fit, call a meeting of the shareholder. 9.4 The Company must send notice of the date, time and location of any meeting of the shareholder, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to the shareholder and to each director of the Company, unless these Articles otherwise provide, at least 10 days before the meeting. 9.5 The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of the shareholder may, in writing or otherwise, waive or reduce the period of notice of such meeting. 9.6 If a meeting of the shareholder is to consider special business within the meaning of Article 10.1, the notice of meeting must: (a) (b) state the general nature of the special business; and if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by the shareholder: (i) at the Company s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and (ii) during statutory business hours, on any one or more specified days before the day set for the holding of the meeting. 10. PROCEEDINGS AT MEETINGS OF SHAREHOLDER Special Business 10.1 At a meeting of the shareholder, the following business is special business: (a) (b) at a meeting that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; at an annual general meeting, all business is special business except for the following: (i) business relating to the conduct of or voting at the meeting; Housing Authority Approval Page 57 of 89

58 Special Resolution (ii) consideration of any financial statements of the Company presented to the meeting; (iii) consideration of any reports of the directors or auditor; (iv) the setting or changing of the number of directors; (v) the election or appointment of directors; (vi) the appointment of an auditor; (vii) the setting of the remuneration of the auditor; (viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; or (ix) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of the shareholder without prior notice of the business being given to the shareholder The majority of votes required for the Company to pass a special resolution at a meeting of the shareholder is two-thirds of the votes cast on the resolution. Quorum 10.3 At a meeting of the shareholder: (a) (b) the quorum is one person who is that shareholder entitled to vote, and that shareholder, present in person or by its authorized representative, may constitute the meeting No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of the shareholder unless a quorum is present at the commencement of the meeting If, within one-half hour from the time set for the holding of a meeting of the shareholder, a quorum is not present: (a) (b) Others Attending in the case of a general meeting requisitioned by the shareholder, the meeting is dissolved, and in the case of any other meeting of the shareholder, the meeting stands adjourned to the same day in the next week at the same time and place The directors, officers, any lawyer for the Company, the Company s auditor and any other persons invited by the directors are entitled to attend any meeting of the shareholder, but if any of those persons do attend a meeting of the shareholder, that person is not to be counted in the quorum and is not entitled to vote at the meeting. Chair Housing Authority Approval Page 58 of 89

59 10.7 The president of the board, if any, is entitled to preside as chair at a meeting of the shareholder, and if the president is absent or unwilling to act as chair, the vicepresident, if any, may preside as chair If, at any meeting of the shareholder, there is no president or vice-president of the board present within 15 minutes after the time set for holding the meeting, or if either officer is unwilling to act as chair, or has advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, then the directors present must choose one of their number to preside as chair. If all directors present decline to take the chair or fail to so choose, or if no director is present, the shareholder entitled to vote at the meeting may choose any person present to chair the meeting. Adjournments 10.9 The chair of a meeting of the shareholder may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of the shareholder except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting. Decisions Subject to the Business Corporations Act, every motion put to a vote at a meeting of the shareholder will be decided on a show of hands The chair of a meeting of the shareholder must declare to the meeting the decision on every question in accordance with the result of the show of hands and that decision must be entered in the minutes of the meeting No motion proposed at a meeting of the shareholder need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of the shareholder is entitled to propose or second a motion. Votes of Shareholder Subject to any special rights or restrictions attached to any shares, on a matter to be voted on, the shareholder entitled to vote has one vote in respect of each share held by that shareholder. Proxy and Representation Voting by proxy is not permitted, but the shareholder as a local government may appoint a person to act as its authorized personal representative at a meeting of the Housing Authority Approval Page 59 of 89

60 shareholder and that person may vote on behalf of the shareholder if before doing so, the person satisfies the chair of the meeting, or the directors, that the person is an authorized personal representative of the shareholder who is entitled to vote at the meeting. 11. DIRECTORS 11.1 The Company shall have 5 directors to be appointed by the Council of Sun Peaks Mountain Resort Municipality, all of whom shall be residents of the Municipality and 3 of whom may be members of Council An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office A director must be qualified as required by the Business Corporations Act to become, act or continue to act as a director The directors shall serve as directors of the Company without remuneration and no director shall, directly or indirectly, receive any profit from a position as director of the Company The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company Subject to the Business Corporations Act, a director or officer may act in a professional capacity for the Company, except as auditor of the Company, but that director or officer will only be entitled to remuneration for professional services if such remuneration has been approved by ordinary resolution The directors and any other persons invited by the directors are entitled to attend any meeting of directors, but if any person other than a director does attend, that person is not to be counted in the quorum and is not entitled to vote at the meeting. 12. ELECTION AND REMOVAL OF DIRECTORS Election at AGM 12.1 At every annual general meeting and in every unanimous resolution contemplated by Article 9.2 [resolution in lieu of AGM]: (a) the shareholder entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and Housing Authority Approval Page 60 of 89

61 Consent to Act (b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph 9a), but are eligible for re-election or re-appointment No election, appointment or designation of an individual as a director is valid unless: (a) that individual consents to be a director in the manner provided for in the Business Corporations Act; or (b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director. Failure to Elect or Appoint 12.3 If: (a) the Company fails to hold an annual general meeting, and the shareholder entitled to vote at that meeting fails to pass the unanimous resolution contemplated by Article 9.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or (b) if the shareholder fails, at the annual general meeting or in the unanimous resolution contemplated by Article 9.2 to elect or appoint any directors, then each director then in office continues to hold office until the earlier of: (c) the date on which his or her successor is elected or appointed; and (d) The date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles. Positions of Retiring Directors 12.4 If, at any meeting of the shareholder at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of the shareholder convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office. Remaining Directors Power to Act 12.5 The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles Housing Authority Approval Page 61 of 89

62 as the quorum of directors, the directors may only act for the purpose of summoning a meeting of the shareholder for the purpose of filling any vacancies on the board. Ceasing to be a Director 12.6 A director ceases to be a director when: (a) the term of the office of the director expires; (b) the director dies; (c) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or (d) the director is removed from office pursuant to Articles 12.7 or Removal of Director by Shareholder 12.7 The Company may remove any director before the expiration of his or her term of office by special resolution. In the event, the shareholder may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholder does not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholder may elect, or appoint by ordinary resolution, a director to fill that vacancy. Removal of Director by Directors 12.8 The directors may remove any director before the expiration of his or her term of office if the director is convicted of any indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy. 13. MANAGEMENT DUTIES & POWERS 13.1The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by that Act or by these Articles, required to be exercised by the shareholder of the Company. 14. DISCLOSURE OF INTEREST Obligation to Account for Profits 14.1 A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that Housing Authority Approval Page 62 of 89

63 accrues to the director or officer under or as a result of the contract or transaction only if and to the extent provided in to Business Corporations Act. Restrictions on Voting by Reason of Interest 14.2 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors resolution to approve that contract or transaction. Interested Director Counted in Quorum 14.3 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of director at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting. Disclosure of Conflict of Interest or Property 14.4 A director or officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual s duty or interest as a director or officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act, and is subject to the same restrictions and obligations as apply to a member of a municipal council under sections 100 and 101 of the Community Charter. No Disqualification 14.5 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any officer or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason, provided that no director or intended director is qualified to act as a director if they are in litigation with Sun Peaks Municipality. Professional Services by Director or Officer 14.6 Subject to the Business Corporation Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, but that director or officer or such person will only be entitled to remuneration for professional services if such remuneration has been approved by ordinary resolution. Housing Authority Approval Page 63 of 89

64 Director or Officer in Other Corporations 14.7 A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person. 15. PROCEEDINGS OF MEETINGS OF DIRECTORS Meetings of Directors 15.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine. The directors will meet at least once each fiscal year. Voting at Meetings 15.2 Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote. Chair of Meetings 15.3 The following individual is entitled to preside as chair at a meeting of directors: (a) (b) (c) the president of the board, if any; in the absence of the president of the board, the vice-president, if any; or any other director chosen by the directors if: (i) (ii) (iii) neither the president of the board nor the vice-president is present at the meeting within 15 minutes after the time set for holding the meeting; neither the president of the board nor the vice-president is willing to chair the meeting; or the president of the board and the vice-president have advised the secretary, if any, or any other director, that they will not be present at the meeting. Housing Authority Approval Page 64 of 89

65 Meetings by Telephone or Other Communications Medium 15.4 A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone or by a communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 15.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner. Calling of Meetings 15.5 A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time. Notice of Meetings 15.6 Other than for meetings held at regular intervals as determined by the directors pursuant to Article 15.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors any method set out in Article 20.1 or orally or by telephone. When Notice Not Required 15.7 It is not necessary to give notice of a meeting of the directors to a director if: (a) (b) the meeting is to be held immediately following a meeting of the shareholder at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or the directors have waived notice of the meeting. Meeting Valid Despite Failure to Give Notice 5.8 The accidental omission to give notice of any meeting of directors to, or the nonreceipt of any notice by, any director does not invalidate any proceedings at that meeting. Waiver of Notice of Meetings 15.9 Any director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meetings of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director. Housing Authority Approval Page 65 of 89

66 Quorum The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is a majority of the directors. Validity of Acts Where Appointment Defective Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment of a defect in the qualification of that director or officer. Consent Resolutions in Writing A resolution of the directors or of any committee of the directors may be passed without a meeting: (a) (b) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who are entitled to vote on the resolution consents to it in writing. A consent in writing under this Article may be by signed document, fax, or any other method of transmitting legibly recorded messages. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article is effective on the date stated in the consenting writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors. 16. EXECUTIVE AND OTHER COMMITTEES Appointment and Powers of Executive Committee 16.1 The directors may, by resolution, appoint an executive committee of the director or directors that they consider appropriate, and this committee has, during the intervals between meeting of the board of directors, all of the directors powers, except: (a) the power to fill vacancies in the board of directors; Housing Authority Approval Page 66 of 89

67 (b) the power to remove a director; (c) the power to change the membership of, or fill vacancies in, any committee of the directors; and (d) such other powers, if any, as may be set out in the resolution or any subsequent directors resolution. Appointment and Powers of Other Committees 16.2 The directors may, by resolutions: (a) appoint one or more committee (other than the executive committee) consisting of the director or directors that they consider appropriate; (b) delegate to a committee appointed under paragraph (a) any of the directors powers, except: (i) the power to fill vacancies in the board of directors; (ii) the power to remove a director; (iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and (iv) the power to appoint or remove officers appointed by the directors; and (c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors resolution. Obligations of Committees 16.3 Any committee appointed under Articles 16.1 or 16.2, in the exercise of the powers delegated to it, must: (a) conform to any rules that may from time to time be imposed on it by the directors; and (b) report every act or thing done in exercise of those powers at such times as the directors may require. Powers of Board 16.4 The directors may, at any time, with respect to a committee appointed under Articles 16.1 or 16.2: (a) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding; (b) terminate the appointment of, or change the membership of, the committee; and Housing Authority Approval Page 67 of 89

68 (c) fill vacancies in the committee. Committee Meetings 16.5 Subject to Article 16.3 (a) and, unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 16.1 or 16.2: (a) the committee may meet and adjourn as it thinks proper; (b) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting; (c) a majority of the members of the committee constitutes a quorum of the committee; (d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote. 17. OFFICERS Directors May Appoint Officers 17.1 The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment. Functions, Duties and Powers of Officers 17.2 The directors may, for each officer: (a) determine the functions and duties of the officer; (b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; (c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer; and the president and secretary must be different people. Qualifications 17.3 No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. Subject to Article 17.2 (d), one person may hold more than Housing Authority Approval Page 68 of 89

69 one position as an officer of the Company. Any person appointed as an officer must be a director. Remuneration and Terms of Appointment 17.4 All appointments of officers are to be made on the terms and conditions and without remuneration and are subject to termination at the pleasure of the directors. 18. INDEMNIFICATION Definitions 18.1 In this Article 18: (a) (b) eligible penalty means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; eligible proceeding means a legal proceeding or investigation action, whether current, threatened, pending or completed, in which a director or former director of the Company (an eligible party ) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director of the Company: (i) is or may be joined as a party; or (ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; (c) expenses has the meaning set out in the Business Corporations Act. Indemnification of Directors and Former Directors 18.2 Subject to the Business Corporations Act, the Company may indemnify a director, former director or officer of the Company and his or hers heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Indemnification of Other Persons 18.3 Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person, including an employee or agent of the Company. Housing Authority Approval Page 69 of 89

70 Non-Compliance with Business Corporations Act 18.4 Subject to the Business Corporations Act, the failure of a director or officer of the Company to comply with that Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Article. Company May Purchase Insurance 18.5 The directors may cause the Company to purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who is or was a director, officer, employee or agent of the Company, against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position. 19. ACCOUNTING AND AUDITOR Recording of Financial Affairs 19.1 The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act The Company will appoint an auditor and cause audited financial statements to be prepared for each financial year, and will provide the audited financial statements to the shareholder within 90 days of the financial year end Despite the provisions of the Business Corporations Act, including without limitation s. 203 (2) of that Act [unanimous resolution to waive auditor], a resolution to waive the appointment of an auditor for the Company will be of no force or effect The Company s financial year end is December 31 st. 20. ANNUAL INFORMATION MEETING 20.1 Within 180 days of each financial year end, the Company will hold a separate annual information meeting at a location within Sun Peaks Mountain Resort Municipality, which meeting will be open to the public, chaired by a senior officer of the Company, and attended by a majority of the Company s directors. The Company will give notice of each such annual information meeting in substantially the same manner as the Municipality is required to give public notice of meetings that are open to the public. At each annual information meeting the Company will make available to persons attending copies of the Company s most recent annual financial statements and the Housing Authority Approval Page 70 of 89

71 auditor s report thereof, and the chair and directors attending will respond to and report on questions from persons attending about the Company s business. 21. ACCESS TO RECORDS 21.1 For so long as a municipality or other local government is a shareholder of the Company, the Company will treat its records as if the Freedom of Information and Protection of Privacy Act (British Columbia) applies to the Company, and will disclose records on written request where that Act would require that the records be disclosed. 22. NOTICES 22.1 Unless the Business Corporations Act or these Articles otherwise provide, any notice, statement, report or other record required or permitted by that Act or these Articles to be sent by or to a person may be sent by any one of the following methods: (a) Mail addressed to the person at the applicable address for that person as follows: (i) for a record mailed to a shareholder, the shareholder s registered address; (ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient; (iii) in any other case, the mailing address of the intended recipient; (b) Delivery at the applicable address for that person as follows: (i) for a record delivered to a shareholder, the shareholder s registered address; (ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient; (iii) in any other case, the delivery address of the intended recipient; Housing Authority Approval Page 71 of 89

72 (c) Sending the record by to the address provided by the intended recipient; or (d) Physical delivery to the intended recipient A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 22.1 is deemed to be received by the person to whom it was mailed on the day following the date of mailing unless those days are Saturday, Sunday or holidays under the Interpretation Act. 23. DISSOLUTION 24.1 If upon a winding-up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever of the Company that is subject to any operating agreements or land leases, such property shall be transferred in accordance with such agreements and leases, and all other property remaining shall be distributed to Sun Peaks Mountain Resort Municipality for the purposes of affordable housing as set out in Article 2.1 herein. Housing Authority Approval Page 72 of 89

73 11/20/2017 Sun Peaks Housing Authority Ltd. Business Plan Housing Authority Approval Page 73 of 89