Articles of Continuance
|This is a legal document and only the English version is a legally valid and approved by Industry Canada. However a French version if offered as a courtesy: Articles of Continuance/fr.|
1 - Current name of the corporation
2 - If a change of name is requested, indicate proposed corporate name
3 - Corporation number
4 - The province or territory in Canada where the registered office is situated
5 - Minimum and maximum number of directors
Minimum numberMaximum number
6 - Statement of the purpose of the corporation
To advance education by aiding and encouraging the public to collect, develop and disseminate knowledge and educational, cultural and historic content in the public domain or under a license that allows the public to freely use, distribute and modify said content without the payment of royalties.
To collaborate with public and private galleries, libraries, archives and museums in making their holdings more broadly and freely available to and accessible by the interested public in an effort to advance education and preserve the heritage of Canada.
To make use of, encourage the use of, and instruct people in the use of free and open source information resources; either electronic or printed, for the advancement of education.
To encourage the development and release of the materials mentioned above in the languages of Canada including but not limited to English, French, and the languages of Canada’s Aboriginal peoples.
7 - Restrictions on the activities that the corporation may carry on, if any
The activities of the corporation are restricted to only those that further its charitable purpose as set out in the statement of purpose of the corporation.
The corporation is authorized to establish Class A and Class B members. Members of both classes shall be entitled to receive notice and to attend all meetings of the members of the corporation. The Class A members shall have one (1) vote at each such meeting. Except as otherwise provided by the Canada Not-for-profit Corporations Act (SC 2009, c 23 [the "Act"]), the Class B members shall not be entitled to vote at such meetings.
9 - Statement regarding the distribution of property remaining on liquidation
Upon dissolution and after the payment of all debts and liabilities, all remaining assets of the corporation will be given to a qualified donee as defined in subsection 149.1(1) of the Income Tax Act.
10 - Additional provisions, if any
(1) - Non-profit clause
The Corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Corporation shall be used in furtherance of its purposes.
(2) - Remuneration of directors clause
Directors shall serve without remuneration, and no director shall directly or indirectly receive any profit from his or her position as such, provided that a director may be reimbursed for reasonable expenses incurred in performing his or her duties. A director shall not be prohibited from receiving compensation for services provided to the Corporation in another capacity.
(3) - Borrowing powers
If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the Corporation may from time to time:
- a. borrow money on the credit of the Corporation;
- b. issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
- c. give a guarantee on behalf; and
- d. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
(4) - Additional directors
The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of members, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual general meeting of members.
(5) - Class or group voting by members on amendments to articles
The non-voting members shall not be entitled to vote separately as a class or group on an amendment, or proposal to make an amendment, to:
- a. effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or
- b. create a new class or group of members having rights equal or superior to those of the non-voting members.
11 - Declaration
I hereby certify that I am a director or an authorized officer of the corporation continuing into the NFP Act.