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Woodfine Corporate

The corporate record for Woodfine Capital Projects Inc., developer and promoter of direct-hold commercial real estate. Articles explain the company, its investment vehicles, the financial model, governance, and risk, in plain language. Forward-looking statements carry planned, intended, or target language throughout.

Woodfine Capital Projects

Revision as of · c1fd1c0d

Historical revision — this record as it stood on 24 August 2026, not the current version. View the current record →

Special resolutions and general partner removal

Limited partners in Professional Centres Canada LP can remove the general partner outright, but only through one mechanism: a 75% Special Resolution vote. This article covers the Canadian limited partnership only. The parallel vehicles in the United States, Spain, and Mexico use different governing instruments, with voting mechanics not described here.

What replaces day-to-day board oversight

A public corporation's shareholders elect a board that supervises management continuously. A limited partnership has no board. The general partner manages the business directly, and a limited partner who participates in management risks losing its limited liability. The Special Resolution is the structural substitute: a defined, high-threshold vote reaching a fixed set of matters, without requiring limited partners to sit on a governing body or manage the partnership themselves.

The Special Resolution threshold

A Special Resolution passes with 75% or more of the votes cast at a duly constituted meeting where a quorum is present, in person or by proxy. Limited partners may instead adopt a Special Resolution in writing, without a meeting, if partners holding 75% or more of all outstanding units sign it. Both routes carry equal legal effect. The 75% threshold sits well above a simple majority, so a Special Resolution requires broad consensus, not a bare majority of those who vote.

The eight matters requiring a Special Resolution

Limited partners may act on only eight matters by Special Resolution, and no other mechanism authorizes these actions:

  • Removing Woodfine Professional Centres Inc. as general partner and appointing a replacement.
  • Removing any successor general partner and appointing a new replacement.
  • Waiving a default by the general partner and releasing it from related claims.
  • Authorizing the sale, lease, transfer, or other disposition of all or substantially all of the partnership's assets, outside the ordinary course of the partnership's business or a final sale of the business.
  • Amending the limited partnership agreement itself.
  • Approving a change to the partnership's stated business.
  • Amending or cancelling a Special Resolution the limited partners previously passed.
  • Approving any transaction proposed outside the partnership's normal course of business.

A limited partner may vote its units on a Special Resolution even where it has a personal interest in the matter, with one exception. The sitting general partner, and its affiliates, cannot vote on a resolution to remove that general partner, waive its default, or release it from claims. A general partner that has already been removed faces no such restriction if it later holds units and a subsequent Special Resolution concerns a different, later-appointed general partner.

Removing the general partner

Limited partners may remove the general partner at any time, but only if three conditions are all met. First, the general partner must have committed fraud, or wilful misconduct in, or wilful disregard or breach of, a material obligation it owes under the agreement. Second, limited partners must approve the removal itself by Special Resolution. Third, limited partners must admit a qualified successor and appoint it as the new general partner, also by Special Resolution.

Where the alleged breach is curable, removal requires an added step. A limited partner must give the general partner written notice of the breach. The general partner then has 20 business days from receipt to remedy the breach before removal can proceed. An investment or divestiture decision, on its own, is never cause for removal, absent fraud or wilful misconduct — limited partners cannot remove the general partner simply because they disagree with an asset-level decision it made in good faith.

What this is not

This article covers only the Special Resolution and general-partner-removal mechanics set out in the Canadian limited partnership agreement. It is not a description of the Take Over Bid or buyout/takeout mechanics covered in the partnership's structure article, which operate independently of the Special Resolution vote described here. It is not a description of voting or removal mechanics in the United States, Spain, or Mexico vehicles, which are governed by separate instruments. It is not legal advice; a limited partner should consult the limited partnership agreement and qualified counsel for the rights applicable to its own units.

See also

Important Information

Important Information

Securities offering. Woodfine Capital Projects Inc. ("Woodfine") sponsors real-property direct-hold solutions. Interests in those solutions are offered only to investors who qualify under an applicable prospectus exemption — including the accredited-investor exemption under National Instrument 45-106 — Prospectus Exemptions, and equivalent exemptions in other applicable jurisdictions. Content on this wiki is provided for general informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any offering is made exclusively by means of the applicable Private Placement Memorandum, which prospective investors should review, together with their own professional advisors, before investing.

Scope. This wiki describes Woodfine's research methodology, geographic data platform, and related activities at a high level and is qualified in its entirety by the applicable Private Placement Memorandum and the governing documents of the relevant issuer.

Risk. Investment in real-property direct-hold solutions involves significant risk, including possible loss of capital. Past performance is not indicative of future results. References to structural features such as advisory fees, transferability, and net asset value methodology describe the contractual terms of the direct-hold solutions and are not representations as to investment outcomes or returns.

Forward-looking statements. Statements that are not historical facts may constitute forward-looking information within the meaning of applicable Canadian securities laws. Such statements are subject to known and unknown risks, uncertainties and assumptions, and actual results may differ materially. Woodfine undertakes no obligation to update such statements except as required by law.

Registration. Registrable activities of Woodfine and its affiliates are conducted, where required, under the applicable registration categories prescribed by the British Columbia Securities Commission and other Canadian securities regulators. Specific registration details are available on request.

Jurisdiction. Woodfine Capital Projects Inc. is organized in British Columbia, Canada. References to the Sovereign Data Foundation on this wiki describe a planned or intended initiative only, not a current equity holder or active governance body.

Trademarks. The full trademark notice appears in the footer of every page on this site.

Content licence. The text of this wiki is licensed under Creative Commons Attribution-NoDerivatives 4.0 International (CC BY-ND 4.0). Readers may quote this content verbatim, with attribution to Woodfine Capital Projects Inc. Readers may not alter, transform, or redistribute a modified version of this content.

Changes to this notice. Woodfine may update this notice from time to time; the version posted on this page governs.

Not a filing system. This wiki is not a securities filing system, an electronic disclosure repository, or a substitute for SEDAR+ or any other regulatory filing system. Formal securities filings are made through the applicable regulatory filing system, not through this wiki.

Full disclaimer. This notice supplements, and does not replace, the full Disclaimers article. In the event of any conflict, the full Disclaimers article governs.

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