WHL Kamloops Blazers

Extraordinary General Meeting Called For Society Members

Published on July 18, 2007 under Western Hockey League (WHL)
Kamloops Blazers News Release


KAMLOOPS, BC - President of the Kamloops Blazers Board of Directors Murray Owen today called an Extraordinary General Meeting of members of the Kamloops Blazers Sports Society for Tuesday, August 7th at 7:00pm in the SportsAction Lounge at Interior Savings Centre.

The purpose of the meeting is: "To seek direction from the membership to confirm or alter the Constitution of the Society - 2. (a) to own, manage and operate the Kamloops Junior Hockey Club and to promote amateur and junior hockey in and around the City of Kamloops."

A letter explaining the society's position and obligations has been mailed to members as of today and the text of the letter is included below:

July 18, 2007

Dear Kamloops Blazers Sports Society Members,

I have just received my letter, as I am sure you have as well, from River City Hockey. After reading about their intentions, once again, to buy up the assets of our Blazers, I felt it necessary to write to each of you and explain the position of your Board of Directors.

At last year's AGM the question regarding the sale of the Blazers was narrowly defeated. Since that time your Directors have discussed what the appropriate attitude should be in the event the issue was raised again.

During the last ten months there has been increased activity in the transfer of Blazer shares. The Board felt it necessary to seek a legal opinion to become better informed about the issue of sale and the link to the Society's Constitution. In addition, to review our responsibilities to the Members.

Your Board of Directors has been advised (by Legal Counsel) that we cannot ignore "that the sale of the Franchise is inconsistent with the Constitution (which the members and the directors required to uphold), to "own, manage and operate" the Kamloops Blazers."

"Section 20 of the Society Act permits a society by special resolution to change its purposes, and in that regard, "to abandon a purpose specified in the constitution".

Therefore, if KBSS is posed with a proposition to sell the Franchise, it must be identified to the membership that any such sale is contrary to the present purposes set out in the Constitution and if contemplated, requires the Constitution altered, so as to abandon the purpose of "to own, manage and operate" the Kamloops Blazers.

Any such alteration to the Constitution is only by special resolution, thereby requiring at least 75% in favour, of the members present, at the meeting. In the event that the Constitution is altered, the sale of the Franchise is a sale of an asset of the KBSS and can be approved with a simple majority".

It is important to clarify the relationship between Kamloops Blazers Holdings Ltd. and the Society. The company relinquished all rights for the ownership and management of the WHL franchises with the formation of the Society and the sale of the hockey club in 1987.

Kamloops Blazers Holdings Ltd. holds a non-interest bearing debenture registered on January 11, 1988 for the sum of $100,176.00 an originally intended to be payable in 1997. Two hundred and seventy-seven shares in the company were issued, which values each share at $361.64.

The Society assumed the remaining liabilities of $297,222.00 from the company at the time of sale.

Membership in the Society requires members to also be shareholders in the Kamloops Blazers Holdings Ltd.

Kamloops Blazers Sports Society is a not for profit society governed by the BC Societies Act. No member may personally benefit from the assets of the organization.

As you can appreciate, the Board is required to carry out the wishes of the Society's Members. If there is a decision to sell the club, it would make good sense to acquire the best possible price in today's market and to set the conditions of sale that a buyer must agree to.

As Directors we will of course abide by any properly constituted decisions of the Members. We are committed to the best interests of our hockey team, our Members and Blazer fans.

Very shortly, we will be into training camp and the start of another exciting year of BLAZER STYLE hockey.

Sincerely,

Murray Owen KBSS President

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