AVENUE, BAY, COTTINGHAM RESIDENTS’ GROUP (the “Corporation”) NOTICE OF SPECIAL AND ANNUAL GENERAL MEETING OF MEMBERS
NOTICE IS HEREBY GIVEN that an annual and special general meeting of the Members of the Corporation will be held at Haliconian Hall, on the 25 of September, 2013 at 6:30 p.m. and at any adjournment or adjournments thereof, for the following purposes:
1. To receive and consider the financial statements of the Corporation for the fiscal year ended December 31, 2012:
2. To elect Directors;
3. To appoint Auditors of the Corporation and to authorize the Directors to fix the remuneration of the Auditors.
4. To ratify all acts, by-laws and proceedings of the Directors and Officers since the date of the last Annual Meeting of Members of the Corporation;
5. To consider and, if thought advisable, to confirm, with or without amendment, a Special Resolution authorizing the Corporation to continue from the Corporations Act (Ontario) to the Canada Not-for-profit Corporations Act, authorizing the Corporation to apply to the Ontario Minister of Government Services for authorization to transfer to federal jurisdiction and to apply to Industry Canada for a Certificate of Continuance (import).
6. To transact such further or other business as may properly come before the meeting or any adjournment or adjournments thereof.
DATED at Toronto, the ______ day of ______________, 2013.
By order of the Board of Directors.
John Caliendo, Co-President
2013-2014 Board of Directors and Volunteers
The following residents of the ABCRA neighbourhood have volunteered to serve on the board of directors of the corporation and will be seeking election at the Annual General Meeting on Wednesday, September 25, 2013:
John Caliendo, Co-president
Ian Carmichael, Co-president
Bill Stevenson, Secretary
Dianne Robinson, Treasurer
Mary Helen Spence
SPECIAL RESOLUTION OF THE MEMBERS OF AVENUE, BAY, COTTINGHAM RESIDENTS’ GROUP
CONTINUING FROM THE CORPORATIONS ACT (ONTARIO) TO THE CANADA NOT-FOR-PROFIT CORPORATIONS ACT AND AUTHORIZING THE DIRECTORS TO APPLY TO THE ONTARIO MINISTER OF GOVERNMENT SERVICES FOR AUTHORIZATION TO TRANSFER TO FEDERAL JURISDICTION AND TO APPLY TO INDUSTRY CANADA FOR A CERTIFICATE OF CONTINUANCE
WHEREAS the Corporation was incorporated under the Corporations Act (Ontario) by Letters Patent dated the 30th day of August, 1990;
AND WHEREAS it is considered to be in the best interests of the Corporation that it transfers from Ontario jurisdiction to federal jurisdiction and that it be continued under the Canada Not-for-profit Corporations Act (“CNCA”) pursuant to section 211 of the CNCA;
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The directors of the Corporation be and they are hereby authorized and directed to make an application to the Ontario Minister of Government Services for authorization to transfer to federal jurisdiction pursuant to section 313 of the Corporations Act (Ontario);
2. The Application for Authorization to Transfer to Another Jurisdiction (Form 13 Corporations Act), which has been submitted to this meeting and is annexed hereto as Schedule “1”, is approved;
3. The directors of the Corporation be and they are hereby authorized and directed to make an application under section 211 of the CNCA to the Director appointed by the Minister of Industry under the CNCA (the “Director”) for a Certificate of Continuance (import) of the Corporation;
4. Subject to approval by Industry Canada, the name of the Corporation is changed from AVENUE, BAY, COTTINGHAM RESIDENTS’ GROUP to ABC RESIDENTS ASSOCIATION effective on the date that the Corporation continues under the CNCA;
5. The objects of the Corporation as reflected in the Corporation’s existing governing documents are deleted effective on such date that the Corporation continues under the CNCA and the Corporations Act (Ontario) ceases to apply to the Corporation and replaced by the following purposes, which read as follows and which are reflected in section 4 of the Articles of Continuance (import) (Form 4011) of the Corporation (annexed hereto as Schedule “2”):
The purposes of the Corporation are:
a) to preserve and enhance the rich heritage and character of the community;
b) to monitor municipal issues affecting its members;
c) to promote awareness of residents' concerns with municipal, provincial and federal government representatives;
d) to recommend and advocate for solutions that will improve the community; and
e) to maintain a fund or funds that will fund projects that will protect and enhance the community
6. The Articles of Continuance (import) (Form 4011) of the Corporation, which have been submitted to this meeting and are annexed hereto as Schedule “2”, are approved;
7. The general operating by-law of the Corporation is repealed effective on the date that the Corporation continues under the CNCA and the Corporations Act (Ontario) ceases to apply to the Corporation, and the new general operating by-law No. 1 which has been submitted to this meeting and is annexed hereto as Schedule “3”, is approved and will be effective on the same date;
8. Any one of the officers and directors of the Corporation is authorized to take all such actions and execute and deliver all such documentation, including the annexed Application for Authorization to Transfer to Another Jurisdiction (Form 13), the Articles of Continuance (import) (Form 4011), the Initial Registered Office Address and First Board of Directors (Form 4002), with such additions, deletions or other changes as required by the Ontario Ministry of Government Services or Industry Canada, and which are necessary or desirable for the implementation of this resolution.
The undersigned, being the duly appointed Co-President of the Corporation, certifies that the above is a true and correct copy of a special resolution of Avenue, Bay, Cottingham Residents’ Group, passed at a meeting of members held on the ________ day of _______ , 20 by a majority of not less than two-thirds of the votes cast by the members of the Corporation who voted in respect of the resolution, and the resolution is in full force and effect, unamended as of the date below.
Articles of Continuance:
Form 13 - Application for Authorization to Transfer to another Jurisdiction PDF
Canada's Not-for-profit Corporations Act From 4011 PDF
Dated the day of , 20 .
JOHN CALIENDO – Co-President