The Estonian House (EH) Special General Meeting took place on Tuesday, 25 April, 2017 at 6:30 p.m. in the Great Hall of the EH. The meeting was attended by a great number of people, but the EH Board was ill equipped to carry out a timely registration of participants. There were so many problems and serious mistakes during the meeting that required clarification and information.
The meeting was postponed for more than ½ hour due to no quorum.
Meeting was opened by President Raivo Remmel of EH Board at 7:15 p.m., but the registration continued thereafter – Registration should have stopped at 7:45 p.m. and the Quorum presented at that time together with voting slips, or alternatively the meeting should have been postponed to a future date. (By Law item 8, Quorum).
The President did not follow the agenda of the Special Meeting, instead gave another promotional speech which is usually not done during a voting meeting. Instead he should have explained the use of the Voting Ballot (1-5) to the shareholders.
With respect to the President’s promotional speech, I wish to point out that to my knowledge the EH building is sound and strong with only deficiencies due to lack of maintenance and care over the past 10 years. The EH will be economically viable once there is a EH friendly Board. The status quo is the best, most logical, desirable and practical solution to keep the EH. The EH has a property value of $8-10 million which we are the owners. Therefore there are sufficient funds available for repair, maintenance, and additions. The work will be done in phases as required to keep the EH open and operational at all times. The President stated that the boiler is 125 years old. Actually it is 50 years old and still working. The asbestos removal does not require all occupants to leave the building. This is normally done in phases while the building is fully occupied. At the ECU offices the baseboard heating is constantly on through the winter and the roof top a/c unit is running simultaneously, therefore energy is continually wasted which can be readily corrected.
President instructed the door keepers to let all the people in line into the room at 7:15 p.m. without recording anybody at the door. They were lined up around the Great Hall and the registering continued. We have no idea who had Votes and who did not. At time of ballot approval for Resolution, people were confused about the 5 separate pieces of paper to Vote with. Some people thought that the extra slips were for Amendment issues, others thought that each Resolution item was to be voted separately. No Board member gave clarification; instead a shareholder announced that it would be one ballot for the whole Resolution. This is not proper protocol.
An Amendment was presented and the President called for a Vote by show of hands. This was incorrect since we did not know who had Votes and who did not. This Vote should be cancelled and the Amendment presented again for a new vote by ballot.
The Quorum number was presented as follows: 3276 votes
928 ‘A’ series votes
2348 ‘C’ series votes
Shortly thereafter the ballots cast were presented as: 3207 votes
Yes votes for the proposal 2148 = 66.9%
No votes against the proposal 1059 = 33.1%
The above calculation is short by 69 votes which have to be also included, since the votes were included in the quorum. The majority of 2/3 members present rules states “if a member is in the room and chooses not to vote, his neutrality has the effect of a NEGATIVE vote, because his presence is counted when determining the results”.
Therefore, the correct calculations should be as follows:
Yes votes for the proposal 2148 = 65.6%
No votes against the proposal (1059 + 69) 1128 = 34.4%
3276 = 100%
Therefore, the NO VOTES WIN and the Estonian House should NOT BE SOLD.
It is a general rule that no one can vote in which he has a direct personal or financial interest in the project. This would apply directly to the Estonian Credit Union and Estonian Federation of Canada who have a direct interest in the project. Therefore their votes should be removed from the ballot cast and the votes adjusted accordingly.
Guido .E. Laikve, Architect (Ret)
