Special Resolution

SPECIAL RESOLUTION OF THE MEMBERS OF AVENUE, BAY, COTTINGHAM RESIDENTS’ GROUP TO APPROVE IT’S INCORPORATION

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.