Frostpocket News
In 2001 a number of individuals from the Baldwin Street community gathered in Austin, Texas for the wedding of Katie Mullins, the daughter of George and Colleen Mullins. After the wedding Philip Mullins prepared and mailed a newsletter called the Frostpocket News to some 18 individuals. The first mailing was dated April 2001 and the last of the eleven mailings was dated September 2003. The first, second and fifth mailings dealt with maintenance issues involving the 100-acre property in Ontario owned by six members of the Ragnarokr community. The other eight mailings concerned the history of the settlement at Frostpocket. Those eight mailings form the bulk of the chapter in the history of the Ragnarokr leather shop that deals with the Frostpocket.
The first and fifth mailings (dated April 2001 and April 2002) and a cover letter to the February 2003 issue are reproduced below. The second mailing (June 2001) was a status report on the buildings at the abandoned settlement at Frostpocket. It is not reproduced here.
April 2001
Frostpocket News April, 2001
Mailing address: Philip Mullins, 6312 Woodhue Drive, Austin, Texas, 78745-3437 USA
Roads and Hydro Right of Way in Need of Repair, Group Seeks a Solution to Problem.
The Austin Meeting
The occasion of the marriage of Katie Mullins Cook on March 11, 2001, was testimony to the strength of the bonds uniting members of the Ragnarokr family. Mary Rauton, Bie Engelen, Carol Huebner, Marty Spellerberg and Sam Sperry traveled from up north to attend the wedding. Some fifteen other people associated with Ragnarokr, either as workers in the leather shop or their children, attended from California or Texas.
In the course of conversation the Frostpocket was mentioned repeatedly. Several of the young people expressed an interest in buying into the property. The deed, the condition of the roads, the electric pole lines and the buildings were all topics of discussion. It became apparent to me that Mary and Randy have been shouldering more than their share of the burden of maintaining the property. What alarmed me most was that Mary said that she was interested in selling her share. Mary has been the liaison between the shareholders in Texas and those in Ontario and the Township of Machar. She is the glue that holds the thing together. At my insistence, during a birthday party, a quick meeting was held with some fifteen people in attendance and I presented a proposal for some of kind of organization to address these concerns.
My feeling is that the current arrangement, while functional, has allowed most of us to escape responsibility for maintaining the property by placing the burden on two people. This has resulted in a gradual deterioration of the roads and the buildings. At this time most of the residences are not useable as vacation homes. While no concrete decisions were made at the meeting, it was the unanimous decision of the Frostpocket shareholders in attendance to change our way of handling the Frostpocket. I volunteered to lead an effort to find a better way.
I am recommending that we revive the Christmas meetings that served us so well for so long. The great distances that separate us make a face-to-face meeting impossible and I am proposing instead an organization whose main purpose is to facilitate communication between us. Secondly no one is currently resident at the Frostpocket. This complicates matters and makes it necessary to replace our own labor with that of others. This means that we will need to raise money. Thirdly, since we no longer work and live together, the old way of reaching a consensus by patiently waiting on one another is no longer practical. I am suggesting that we make decisions by voting. The majority would decide the issue and the minority would concede. Voting is a cruel but expeditious system.
At the meeting and in conversation preceding it, I suggested that we revisit the concept of “having a share in Frostpocket.” Upon reflection I realize that this is an issue better left to another day. While having shares raises a whole host of questions, the concept of “having a share” is very powerful and has been the basis for all decisions that we have made in the past. Because of this, the proposal I am making assumes that the current arrangement with regard to shares in the Frostpocket will continue as it is.
At the meeting I proposed that we create an association whose purpose would be to maintain the roads and the electric pole line, to pay the taxes and to facilitate decision making regarding the Frostpocket. No vote was taken on the proposal nor was it discussed in detail. Instead I am circulating the document to those involved with the property. I encourage each of you to study the proposal and direct comments and suggestions to me. I will incorporate your ideas into the document and, after all submissions have been received, I will circulate the proposal again for ratification. Below is a copy of the proposal followed by my comments. Please reply sooner rather than later.
Philip Mullins 6312 Woodhue Drive Austin, TX 78745-3437 512-444-8640 (If asked use access code 5124448640) E-mail: [email protected]
AN AGREEMENT REGARDING THE FROSTPOCKET. Version One.
We, the undersigned individuals, do hereby agree to form an association whose purpose is to preserve and protect, for ourselves and our posterity, the lands and buildings known as the Frostpocket.
1. The object of the association, herein called the society, shall be to maintain the roads to and through the property in passable condition, to maintain the electric pole line, to pay taxes and assessments as may be levied by the government authority and to facilitate communication between the members of the society.
2. The name of the society shall be (insert some name).
3. The membership of the society shall consist of all individuals holding a share in the property known as Lot 19, Concession 2, Machar Township in the Province of Ontario.
4. Ownership of a share in the property is as defined in the Declaration of Trust date October 1972, with subsequent additions and deletions. Shares can be subdivided and sold subject to the approval of the society.
5. The society shall from time to time assess its members the costs associated with the maintenance of the road and the electric pole line and for taxes levied by the government authority. The assessment for taxes and maintenance shall be the same for all members. The amount of the assessments for maintenance but not for taxes are subject to approval of the members. The assessment for taxes shall be sufficient to pay the taxes as they are due and for postage and bank charges associated with payment of the taxes.
6. Members of the society have the following rights: To reside on the property. To vote on all decisions affecting the property and the society. To receive a share of the sale price of the property in the event that it is sold in its entirety.
8. All decisions except final disposition of the property shall be made by a majority of the members voting. A decision to sell the property in its entirety shall require the consent of three-quarters of the members whose whereabouts are known to the secretary of the society at the time of the ballot.
9. Members of the society have the following obligations: Members shall inform the secretary of the society of their current mailing address. Members shall pay assessments levied by the society in a timely manner and as determined by the treasurer of the society. Members shall seek and receive approval from the society before undertaking activities involving construction, clearing, cutting, ditching, contouring and improving the property. Members shall seek and receive approval from the society before encumbering title to the property in any way.
10. The officers of the society shall consist of a chairperson; a secretary, a treasurer and other such officers as the society may from time to time elect. The officers of the society shall be elected for two-year terms by a majority vote of the members. Officers are subject to recall by a vote of two-thirds of the members. The duties of the chairperson shall be to convene a meeting of the society at least once every year at a time and manner as shall be determined by the society. No meeting of the society shall require a member to travel more than 250 miles to attend. The duties of the secretary shall be to maintain the current mailing addresses of all members, give notice of meetings to all members, inform the members of questions on the table, tabulate the votes taken and inform members of the results of all votes. The duties of the treasurer shall be to inform the members of the amount of their annual assessments, receive and safeguard all monies of the society and to pay all expenses authorized in a timely manner and such as to do no harm to the members. The treasurer shall maintain such records as may be required by the society.
11. In the event that the property is sold in its entirety the proceeds of the sale shall be distributed according to the appraised market value of each member’s holdings less arrears for assessments not paid to the society.
12. This agreement can be amended and changed by a two-thirds vote of the members.
The agreement shall be effective when accepted by five of the following six shareholders.
George and Colleen Mullins Randy Rauton and Kathleen Walsh Jeff and Debbie Mullins Steve and Simone Spring Philip and Rosa Mullins Mary Rauton
Philip’s comments:
Paragraph 1. By this agreement we would establish an association. Bylaws would be adopted as required to fill in the details. Membership in the association is equivalent to owning a share.
Paragraph 2. Passable condition might be defined as “such that a passenger car designed for on-road use could approach within 100 feet of each residence on the property during the months of June through October inclusive.’ Maintain the electric pole line might be defined as “so that it is acceptable to Ontario Hydro.”
Paragraph 3. Some suggested names: Frostpocket Land Trust, Frostpocket Property Owners Association, Fraternal Order of the Sons of Ragnarokr, Frostpocket Vegan Hunt Club.
Paragraph 4. Membership could be based on some other criteria. For example, members could be anyone who wants to join and who is acceptable to the current members. Membership could be restricted to members of the Ragnarokr family including children and grandchildren. The number of members could be restricted. Membership doesn’t have to be tied to the shares at all.
Paragraph 5. The October 1972, Declaration of Trust lists seven persons as beneficiaries of the trust. The declaration is a contract between those whose names are on the deed and those who have shares in the property. This contract was never rescinded and remains in effect even though the names have changed. The additions and deletions were not written down but there is no doubt as to who has shares now. I am saying that the shares can be subdivided because this was done when Madelyn sold her share to Chris Risk and Skip O’Dell but we can decide otherwise for any future sales.
Paragraph 6. Is it fair that someone who goes to the Frostpocket once a year pay as much as someone who lives there? Notice that expenses for maintaining the road and Hydro line have to be approved by the members but the taxes must be paid. There is no provision for someone to refuse to pay his or her share after a maintenance project has been approved. If you can not pay you would be in arrears.
Paragraph 7. People become members by buying a share of the Frostpocket and anyone who owns a share of the Frostpocket is a member.
Paragraph 8. The Ragnarokr family always tried to reach unanimous agreement. I am proposing that most decisions be made by a simple majority. There is historical precedent for this but it is a departure from our tradition. Even the sale of the property does not require a unanimous vote. Is this right?
Paragraph 9.C. It was customary for us to seek approval before starting on a project remote from our house sites. Paragraph 9.D. Encumbering title usually means borrowing money with your cottage as collateral or causing someone to put a mechanic’s lien on something you purchased and that is now attached to your house.
Paragraph 10. I’m using the word “meeting” very loosely here. Essentially I’m suggesting an exchange of ideas about a question followed by a vote. For example, members and others submit questions for consideration by a certain date. The secretary sends the texts of these questions to each member. Members reply to the secretary who then compiles the comments and sends them out again. The matter is voted on by means of ballots and returned to the secretary by a fixed date. The details would have to be worked out later as bylaws.
Paragraph 11. The value of the property is the sum of the value of each of the residences plus the land itself. The value of each place could be determined by a commercial appraisal and the proceeds distributed accordingly. None of us in Texas are interested in selling out now.
Paragraph 12. A majority (51%) makes ordinary decisions, including adopting bylaws. Changes to the agreement and the recall of officers require a two-thirds (66%) yes vote. A decision to sell the property in its entirety requires a three-quarters (75%) yes vote. The decision to form the society requires a yes vote by five of the six current owners (83%). Are these numbers reasonable? Requiring a unanimous decision means that one indecisive person could stalemate the whole process. On the other hand, a less than unanimous decision will hurt someone’s feelings and maybe their interests too.
Paragraph 13. Everyone is encouraged to submit changes, especially the people listed as shareholders. This version of the agreement is called Version One. The next version will include whatever changes are offered and will be called Version Two.
Respectfully submitted, Philip Mullins, March 23, 2001.
April 2002
Frostpocket News April, 2002
Philip Mullins 6312 Woodhue Drive Austin, Texas 78745-3437
Version Two of the Frostpocket Agreement
In this issue of the Frostpocket Newsletter, I am presenting a new and improved version (Version Two) of the agreement that I proposed in March 2001. This version is more detailed than Version One and contains some new ideas. Many of the new ideas and details were taken from the Ontario law that governs co-operatives. The law in question is on the web site of the B.C. Institute for Co-operative Studies. (Click on “Legislative Index” then “B.C. Co-op Legislation” then “Non-B.C. Provincial Legislation” then “Ontario Co-operative Corporations Act” to see the text of the law.)
Lot 19 is held by its owners in joint tenancy. This means that, upon the death of one of the owners, his share accrues to the surviving owners. The share is not transferred to the estate of the deceased tenant. So if an owner intends to give his share to his child, then the share has to be transferred to the child before the death of the shareholder. Eventually when only one owner remains, the property passes into his estate and hence to his heirs. If that person (the sole remaining owner) dies without a will or neglects to mention the property in his will, then the heirs inherit the estate in common with no one person owning any specific part of it. This is typically where the lawyers step in and force the sale of the property. Our system of joint ownership will keep the lawyers out of the picture as long as any shareholder yet lives.
The agreement that we operate under now is the Declaration of Trust of 1972 with subsequent verbal additions and deletions. The Declaration is appended to this Newsletter. The Declaration was really intended to clarify that the names on the deed were not the only owners of the property but it also laid out some rules that we still honor. Both the Declaration of Trust and Version Two of the proposed new agreement allow shares to be subdivided. The new subdivided shares have equal standing with the old undivided shares. Both the Declaration and Version Two allow shares to be transferred to new owners. The only requirement is that the existing shareholders must approve the division or the transfer before it becomes effective.
Version Two introduces two new ways that shares can be traded. Version Two allows an existing shareholder to sell (redeem) their share to the remaining shareholders as a group. It provides a way to set a purchase price and a timetable for the buy out. Version Two also allows a shareholder to be expelled from the group and establishes a mechanism for this. If a new share is created (subdivided) or a share is given away (transferred) or sold to the other shareholders (redeemed) or withdrawn (expelled), the remaining shareholders continue as equals with each one owning an equal portion of the property and having equal voting rights in making decisions.
Version Two provides a lot of detail about the officers, their duties and how they are elected and monitored by the members. The officers are given wide powers and would be expected to take care of the association’s business by telephone. The only face-to-face meeting required in Version Two is a meeting of all the shareholders once every five years. This meeting would have to take place in Ontario, presumably at the Frostpocket.
Version Two resurrects the Five-Acre Plan. Each cottage would have an area of land attached to it. The householder would have control over that area and it would become his homestead. This is not an essential feature of the agreement.
It appears to me that the most controversial part of this agreement is that it allows the group as a whole to decide to spend money to maintain the road and the electric pole line. This is funded by an assessment that each household pays. Failure to pay would make you indebted to the fund and this could lead to the loss of your share in the property. The question to me is whether it is fair to ask someone who never uses the property to pay for maintaining the road and whether it is fair to ask everyone to chip into maintaining a pole line that right now only goes to one house. We could decide that all the owners share the cost of the taxes but only those directly benefiting from the improvement pay for things like the road and the electric pole line.
An Agreement Regarding the Frostpocket. Version Two.
Preamble.
We, the undersigned persons, do hereby agree to form an association whose purpose is to preserve and protect, for ourselves and our posterity, the lands and buildings known as the Frostpocket.
Object of the Association.
The object of the association, herein called the community, shall be to maintain the roads to and through the property in passable condition, to maintain the electric pole line, to pay taxes and assessments as may be levied by the government authority, to manage the property for the benefit of the community and to facilitate communication between the members of the community.
Assessments.
The community shall, from time to time, assess its members the costs associated with the maintenance of the roads and the electric pole line, for taxes levied by the government authority and for other expenses. The assessment shall be the same for all members. The assessment may, at the discretion of the officers, include an amount for a reserve fund and, as a separate item, an amount to be used to redeem a specific share as the need arises and as provided in this agreement. A member is defined as a person who owns a member share and his spouse or domestic partner.
The Name of the Association.
The name of the association shall be “The Frostpocket Community”.
Membership in the community.
The members of the community shall be all individuals holding a share in the property known as Lot 19, Concession 2, Machar Township, Province of Ontario and their spouses. Ownership of a share in the property as defined in the Declaration of Trust dated October 1972 with subsequent verbal additions and deletions as amended by this agreement. The Declaration of Trust is incorporated into this agreement. Upon ratification of this agreement the following persons shall be registered as owners of shares, to wit, Mary Rauton, Randy Rauton, Steve Spring, George Mullins, Jeff Mullins and Philip Mullins.
Member shares.
Shares in the property, herein called member shares, are personal property and can be subdivided, transferred, sold and redeemed subject to the approval of the officers of the community. Members can, at any time, redeem their shares. The community shall redeem the shares, at the value fixed by the officers, over a five-year period with 20% of the share value payable in each of five consecutive years. Members can be expelled by a vote of 2/3 of the officers and a subsequent vote of 2/3 of the members taken by mail ballot. The community shall redeem the shares of the expelled member within one year of the expulsion after satisfying any liens against the share. The community shall possess a lien against the share of a member who fails to pay an assessment.
Rights of Members.
Members of the community have the right to: reside on and enjoy use of the property and its resources, enjoy unrestricted use of a dwelling and the five acres immediately surrounding it, vote in elections of officers of the community, vote on all questions submitted to the members, receive an equal share of the proceeds in the event that the property is sold in its entirety.
Obligations of Members. Members have the obligation to: inform the secretary of their current mailing address, pay assessments levied by the community in a timely manner and as determined by the treasurer, receive approval from the community before undertaking activities involving construction, clearing, cutting timber, ditching, contouring and otherwise improving the property, receive approval from the community before encumbering title to the property in any way.
Officers of the Community.
The officers of the community shall consist of a chairperson, a vice-chairperson, a secretary and a treasurer. The officers shall serve for five years with the right of reelection. Half of the officers shall be resident Canadians and all officers must be members of the community. The officers shall be elected in the Province of Ontario at a meeting called for that purpose. Each member is entitled to one vote for each office and the candidate receiving the most votes assumes the office immediately. Proxy votes are not allowed. Officers can be removed by a majority vote of the members.
Rights of the Officers.
The officers shall approve by-laws and changes to this agreement before submitting the question to the members. The officers shall fill vacancies in their number by appointment. They shall determine the value in Canadian dollars of member shares and authorize the sale or transfer or redemption of member shares. They shall authorize payments for taxes, maintenance and other expenses; grant easements and any other thing that is necessary to fulfill the terms of this agreement without submitting the question to the members. The officers shall determine the annual assessment for each member and may assess each member for a reserve fund and for monies to redeem member shares as needed.
Duties of the Officers.
The two chairpersons shall convene and preside at meetings of the members and the officers and serve as the chief executive officers of the community.
The secretary shall maintain a register of the current mailing addresses of all members. The secretary shall give notice of meetings to officers and members, prepare minutes of meetings, inform the members in writing at least once every two years of the state of the property and prepare and mail questions to the members and tabulate the returns.
The treasurer shall receive and safeguard all monies received from members. The treasurer will pay all expenses authorized by the officers in a timely manner and so as to do no harm to the members. The treasurer shall inform the members of the amount of their annual assessments, prepare such financial reports as are required by this agreement, maintain a register of share owners and such other financial records as may be required by the officers. The treasurer shall mail to each member a financial report consisting of a profit and loss statement, a balance sheet and a statement of surplus and reserves with the first notice of each member’s assessment for the coming year.
Meetings of the Officers.
The officers shall meet at least once every 15 months. All decisions shall require a 2/3 vote of the quorum. A quorum shall be 2/3 of the officers and half of the quorum shall be resident Canadians. Meetings of the officers may be conducted over the telephone provided only that each officer in attendance is able to hear the proceedings. By unanimous agreement of the officers in attendance meetings may be conducted over the Internet or any other long distance hookup.
Voting.
The adoption of by-laws, changes to this agreement and a decision to sell the property in its entirety require the approval of 2/3 of the members. All other decisions requiring approval by the members shall require approval by a majority of the members who vote. The secretary, acting upon instructions from the officers or upon the written request of 1/3 of the members, shall submit questions in writing to the members by mail. The secretary shall tabulate all returns received within 60 days of mailing the question and shall report to the officers the results of the voting within 10 days thereafter. The decision of the members taken in this manner is binding on the officers and can not be overturned by them.
Disputes and Interpretation of Provisions of this Agreement.
Interpretation of provision of this Agreement shall be made so as to conform as nearly as possible to the Co-operative Corporations Act R.S.O., c.C-35 of the Province of Ontario.
Ratification.
This agreement shall come into effect when signed by five of the following six shareholders. Mary Rauton, Randy Rauton, Steve Spring, George Mullins, Jeff Mullins, Philip Mullins
Declaration of Trust
Be It Known that George and Philip Mullins, herein known as the trustees, do held legal title to Lot 19, Second Concession, in the Township of Machar, in Parry Sound District, in trust for Norman O’Dell, Mary Rauton, Randy Rauton, Steve Spring, Christopher Risk, Philip Mullins and George Mullins, herein known as the beneficiaries.
The said trustees do hereby undertake to in no way sell, make mortgages, incur liens, neglect to pay taxes or assessments levied against the property as described or in any other way compromise good title to the above described land without written consent of those beneficiaries whose whereabouts shall at that time be known to the said trustees.
Neither shall they enter into any agreement with respect to the above described land with any person whatsoever for use, easement, encroachment, right of way, etc, without written consent of those beneficiaries whose whereabouts shall at that time be known to the said trustees.
This declaration shall not come into effect until such time as Norman O’Dell and Christopher Risk shall have jointly paid to Madelyn Averette the sum of six hundred dollars ($600.00) and the remaining five beneficiaries the sum of four hundred dollars ($400.00) which amount shall be equally distributed among those five, which is to say eighty dollars ($80.00) each.
Witness our hand at Lot 19, Conc. 2, Township of Machar, District of Parry Sound, Province of Ontario, this seventh day of October 1972.
Witness:
George Mullins Mary Rauton Philip Mullins Colleen Anderson Chris J Risk Norman O’Dell
Note: Subsequent to this, on June 13, 1977, the land was deeded to Philip Mullins, George Mullins, Christopher Risk and Randy Rauton as Joint Tenants. This was registered on June 24, 1977, at the Registry Office at Parry Sound, Ontario, as number 74324.
February 2003
Frostpocket News February, 2003
6312 Woodhue Drive Austin, Texas 78745-3437
Dear folks;
This mailing marks the sixth issue of the Frostpocket News. With this issue I bring the story of the Frostpocket up to 1970. I intend to continue with the history in future issues and eventually come around to the history of Ragnarokr and the Baldwin Street community.
Two of the mailings dealt with something I have called the Frostpocket Agreement. The Frostpocket Agreement is essentially a suggested revision of the ownership status of Lot 19, Concession 2, Machar Township, with a few suggestions designed to maintain or revive the Ragnarokr family.
I have not received much of a response to the mailings with the exception of several nice letters from Bie. I would like to hear from those who have thus far remained mute. If anyone of you feels inclined to put the pen in your hand, I will undertake to print your letter in some future issue of the Frostpocket News. Kindly address your remarks to the whole subscription lists which is as follows: Randy and Kathlene Rauton, Mary Rauton, Steve and Simon Spring, Bie Engelen, George and Colleen Mullins, Jeff and Debbie Mullins, Seth Anderson, Andrew Mullins, Patrick and Katie Cook, Janice Spellerberg, Marty Spellerberg and Rosa and I.
E-mails in Word are fine. Telephone calls are not.
Sincerely, Philip Mullins
Editor’s note: As of December 2005, no one had responded in a favorable way to my suggestions for a formal organization to manage the rural property in Ontario. I did receive a few second-hand derogatory comments but nothing concrete was said. To my knowledge no discussion occurred and no decisions were made as a result of the March 2001 meeting except that George Mullins took over the responsibility of paying the taxes on the property in Machar Township.
