Dear Editor-Giorgio Moretti,
I am sending you The Open Letter (both English and Italian) to the Board of Directors of the Italian Cultural Centre in Vancouver considered for publication in Il Marco Polo.
Armando Petronio Lawyer Hawthorne, Piggott and Company
The Italian Centre : Our Sacred Trust – Open letter to the Membership
The Italian Centre in Vancouver was built by determined volunteers who incorporated the Italian Folk Society, secured three acres of land and built most of the existing facilities. I have been a member of the Centre since 1980 and a director and secretary in 1982 when the City of Vancouver approved the sale of an additional 1.44 acres to the Italian Folk Society for the price of $200,000 and to lease 3.75 acres of the site which later became Casa Serena in 1987 and Villa Carital in 1998. I was also on the Board of Directors (Board) most recently during the renovation of the Grand Ballroom and related fundraising events. When I was initially involved with the Italian Folk Society we had very stormy times as there was considerable opposition to the creation of our beloved Centre, however, with the passage of time the Italian community became united and when I last left the Board I was convinced that calm times were ahead and the only problem that we had was the mortgage that remained on the property which to a large extent reflected the renovations to the main hall. Efforts to solicit significant donations from our community members especially those who have done well in the construction industry (such as offering to name the main hall as an incentive to a donor) unfortunately did not materialize. I was finally fortunate enough this year on behalf of a client being the Estate of the late Gino De Pieri to present to the Centre the most significant gift of $275,000. The present mortgage on the Centre is such that it continues to be manageable with the existing revenue operations and there is no fear of financial default. The only other problem with the Centre that has been made public by the Board is the anticipated significant maintenance costs given the age of the buildings including roofing costs and plumbing costs however no specific details were made available to the members and certainly these anticipated costs could not justify the demolition of the existing facilities. After I left the Board I noted that there was an effort to request ideas as to what members would like to see in the future and how the Centre could be more relevant especially to younger people. A concept plan was circulated and I sent a letter on April 2, 2014 recommending an assisted living facility to complement the existing facilities at Casa Serena and Villa Carital. I did not receive a response because the focus must have been in a different direction namely attracting the younger generation. There was an ideas fair in October, 2015 and it must have been shortly thereafter that some discussions must have been initiated by the Board or certain of its members with Bosa Properties. From reviewing the recent president’s report there is a reference to the Board having examined the financial cost and benefit and redevelopment options in the first part of 2016. I do not recall these redevelopment options being discussed with the membership let alone being subject to a vote prior to the Board deciding to proceed with Bosa Properties who in turn hired the architects, Henriquez Partners to prepare plans for a full scale redevelopment of the site which would compromise our legal title to the property and demolish all existing facilities to facilitate the creation of over half a million square feet of market housing as payment for a new 80,000 square foot Centre. This redevelopment proposal was the subject of a formal resolution which came to a vote on March 9, 2017. The resolution did not receive the seventy five percent (75%) mandate from the members as required and accordingly the resolution was rejected. The vote of March 9, 2017 should have settled the issue. It should be noted that the annual general meeting of the Italian Centre took place on March 29, 2017 and notwithstanding the fact that the resolution was rejected by the members earlier in the month the previous Board members stood for re-election and were acclaimed to the new Board. They did not view the defeat of the redevelopment resolution as a show of non-confidence and under the circumstances if they continue to stay on the Board one would think that they agreed to accept at face value that the vote on the resolution that settled the matter. Unfortunately, this now appears not the be the case as it is now rumored that the Board is considering a petition from at least ten percent (10%) of the members who want a new vote. By continuing to pursue the redevelopment proposal the Board will not be respecting the result of the vote on March 9, 2017. It is also becoming quite clear that any opposition to this project is being viewed negatively and written off as complaints of old time geezers who do not have the best interest of the Centre in mind. This is an unfair accusation given that the concerns have been raised by a former president, directors, and members who have dedicated themselves to the Centre and should be given a voice to be heard and whose views should be respected. Members who are opposed to the project are being made to feel guilty if they didn’t attend idea fairs in the past or previous meetings of some kind or another to give their opinions as to how the Centre should remain relevant in the future. This is not a fair accusation given that although the Board should encourage ideas for the future ultimately what matters is decided by the membership by a legal vote. We are being told that the proposed resolution that was rejected is innocent as it simply gives permission to the Board for a one year period to negotiate with Bosa Properties to present the redevelopment proposal to the City to see whether or on what conditions the project will be approved. There are at least two main problems with this argument. Firstly, we as members of the Italian Centre are telling the City that we approve the proposed demolition of the existing structures and favour this arrangement between our Society as a non-profit organization this particular developer. The City will assume that this project is the only viable project that the Italian Centre considers worthy of attention without considering other alternatives. Secondly, once the resolution is approved there is an obligation to deal in good faith with Bosa Properties as a developer and other alternatives are off the table as the Centre could face a claim from Bosa Properties for considering alternatives after they spent so much money for this proposed development. We will be committed to proceed in one direction only and it is only the details that we will be dealing with by future member votes. The Board has decided that the existing constitution of the Italian Centre is in need of revision and we are told that there is a committee that is looking into it but we are proceeding with a major project involving the demolition of the existing Centre on the existing constitution. Donor members are not defined in the existing constitution. Apparently, Donor members are people for whom the $135 initiation fee and $25 per year membership fee has been waived because of work performed on behalf of the Society. There is no control over this procedure and arguably as the situation stands anybody could walk to the Italian Centre, pay an initiation fee of $135 and a yearly fee of $25 for a total of $160 and have a vote with the right to vote to demolish the Centre and this individual vote is legally on par with voting a delegate of one of the founding member Society with hundreds of members. To avoid this unsettling result the Assembly of Delegates was created in the constitution. Membership within the Assembly of Delegates is limited so that individual voting members have balanced representations with the delegates of the member societies so that voting rights are equalized to approximately 35 votes for the delegates of individual members and 35 for society delegates. The Assembly of Delegates is required to approve any transaction relating to construction, debt repayment or financing where the amount involved exceeds $100,000. There is no doubt that the proposal to redevelop which was defeated on March 9, 2017 comes within this definition. Has the Assembly of Delegates ever approved this project? This issue must be considered if the Board is considering another member vote on the same resolution that was defeated. We are told that General membership and/or donor membership is approximately 400 voting members. The Board will have to decide who is a voting member and be required to share the voting list to ensure that whoever voted has a right to vote in keeping with the constitution and bylaws. If the outcome of the vote is disputed litigation is likely to ensue and monies will be wasted where as it could be better used for the Italian School or summer camp for the children. In summary to avoid stormy times ahead it is proposed that the Board before forcing any other votes consider the following sequence:
1. Regularize the Constitution to determine more precisely who has the legal right to vote to ensure that there will not be a dispute if any vote is contested.
2. Provide to the membership specific cost details of concerns that the Board may have with the Centre proceeding as is including the ability to meet mortgage commitments, roofing/plumbing costs or any other immediate future expenses that will significantly impact the future financial viability of the Centre.
3. Call a general meeting to consider other redevelopment options which do not necessarily include the demolition of existing facilities but could complement them such as assisted living facilities, hospice, social housing whichever will be of benefit specifically to our members and our community in the future and have the membership decide on which alternative scenario is favoured by the membership.
4. Once the redevelopment option is approved by the members request proposal from various developers and determine whether the project should be done exclusively by the Society or in partnership with a developer. My comments should not be interpreted as an attack on Board members or Bosa Properties. The unfortunate reality is both the Board and more specifically the management of the Centre has spent so much time and effort on this project that they are committed to it and they are forcing reluctant and/or uninformed members to approve it largely on the impressive graphics of the architect. All may be well motivated and no doubt think that they have the best interest of the Centre at heart but there is a need for time to pause, reflect and reconsider before it is too late. The Centre continues to be in a very good situation economically given the increase in property values in Vancouver. There will be many future opportunities. There is no need to rush.