Beruflich Dokumente
Kultur Dokumente
{}I Canada
&nd _Revenue Agency
6of
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Please reacd the instructions in the companion-publication. Registering a Charity f~r tnC.C?f!16 r:axPu.rpases'. you_ vvni _neeJHtie. .
informatjon in the guide to complete this form properly. Jo help you, ttie .numbers for the questionson 'ftie forn\co!respond.wiln'the __
numbers ,in ~Section 11 of the guide. Terms printed .in bold. on. th~ foftl'l am defined in tt:ie Glossaw_orijJag13:4C6JRegistering a:Chatity
tor lncorneTax Purpos_es or are explai119d in the inforrri<1tion that:ispro~ided in the guide for eac_l;l_qu~stioh:_< - - ..
__,_:_..
. . , ... . .
5.-.
.-
:,
-.:_ __
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N/A
Q3:
Previous names - List any other names under which the organization has operated.
N/A
Q4
N/A
Q5
RC
RM
RP
RT
Mailing address
(province)
(city or town)
(phone number)
as
(postal code)
(E-mail address)
(fax number)
Previous contact
Did the organization formerly apply to be registered as a charity, or has it previously written to the Charities Directorate on any other matter?
Yes
No (go to 07)
If yes, provide any reference number the Directorate used in its reply.
Busines~
fllumber (BN):
Submissi~n [lumber:
T2050 E (01)
Re-registration
i)
Has this organization ever been registered before, under either its current name or a different name?
D
ii)
Yes
No (go to 08)
iii) BN or registration number of the organization at the time its charitable registration was revoked:
iv) Date of revocation:
v)
Name and position of directors, trustees or other similar officials on the applicant's governing body
Position within the organization
Name
i)
Kenneth Alexander
Director
ii)
Director
Director
vi)
vii)-------------------------------------------------viii) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - - - - - - - - - - - - - - - - - - - - - - - ix)
x)
xi)
i)
ii)
No (go to 010)
RR
Included
~
A
..
Governing document
Is the organization incorporated?
Incorporated (Attach a clear copy of the entire set of incorporating documents, as well as a copy of all amendments).
A.1 Certificate of good standing or its equivalent (see page 13 of the guide)
D
B
N/A
Not incorporated
Indicate below the type of governing documents the organization has and attach a clear copy, along with a copy of all amendments. The
constitution or trust deed and amendments, should be signed and dated by three current directors or trustees.
D
c
Included
constitution
trust deed
will
other (specify)
By-laws
In addition to its constituting documents, has the organization created by-laws to govern other internal matters?
Yes (Attach a clear copy of the document and all amendments. This document, as well as all amendments must bear an effective date and be
signed and dated by two directors or trustees)
No (go to 011)
011' Ownership
Does the organization currently own any real property (i.e., land or buildings) or does it have any future plans to own real property?
Yes
No (go to 012)
If yes, identify any current property and title-holding arrangements, as well as proposed title-holding arrangements for future property.
012
Designation
i) Has the organization been formed for the purpose of giving more than 50% of its income to qualified donees (e.g., other registered charities)?
Yes
No (go to 012)
ii) Are 50% or more of the directors/trustees names in Q.8 above not at arm's length with any of the other directors/trustees?
Yes
No (go to.012ili)
iii) Has the organization received, or will it receive, more than 50% of its funds or assets from one source, or from a group of persons who are
not at arm's length with each other?
Yes
No (go to 013)
If yes, identify the source of the funds or assets and any relationships among donors.
See A
endix "A"
a1:ia Please attach minutes of meetings, newspaper cuttings, videos, fund-raising materials, pamphlets, brochure, or other items which illustrate its work
and purposes.
If you would like any of this information to be made available to the public, you should clearly label the materials accordingly.
n/a
a14'
Political activities
.
)
~- - --
Does the organization intend to undertake any political activities (e.g., letter-writing campaigns, public rallies, meetings with elected officials) to
achieve its purposes?
D
B
Yes
No (go to 015)
Give the approximate percentage of the organization's total human, financial, and physical resources that it will devote to its political activities.
. 6 :
% Human resources
% Financial resources
% Physical resources
Does the organization intend to have occasional fund-raising events, such as auctions, concerts, or bingos?
Yes
No (go to 016)
If yes, briefly describe these events, indicate how many times a year the organization will hold each event, and estimate the percentage of the people
involved who will be volunteers.
g1{
Regular fund-raising
Does the organization intend to develop a program for soliciting donations (e.g., through an ongoing mail campaign)? Or will it sell goods on a regular
basis (e.g., videos or used clothing)? Or does the organization plan to raise funds through regular events such as weekly bingos, or charge fees on a
regular basis for its services (e.g., tuition or counselling)?
Yes
No (go to 017)
If yes, provide details about any donor development program, describe the kinds of goods and services that the organization intends to sell or provide
on a continuing basis, and estimate the percentage of the people involved in these regular fund-raising activities who will be volunteers.
017
Next complete fiscal period:
to
2006/01/01
2006/12/31
Month Day
Year Month Day
In the following section, you have to develop a proposed budget or estimate of receipts and disbursements and a list of anticipated assets
and liabilities for the organization's next complete fiscal period. All applicants (both those already operating and those not yet operating)
must complete this section. Organizations which have been in operation for over a year must also attach financial statements (see question 23).
Year
A.
Receipts
001
002
003
75,000.00
2,000,000.00
NIA
NIA
NIA
NIA
004
NIA
005
~
~
NIA
NIA
006
NIA
007
NIA
012
Attached
2 ' 07 5 ' 0 0 0 . 0 0
NIA
Disbursements
Charitable programs
(Please identify program and approximate amount)
013
1,800,000.00
N/A
014
N/A
015
N/A
016
N/A
60,000.00
10,000.00
7,250.00
017
018
019
020
021
3,000.00
D
D
D
N/A
N/A
N/A
N/A
N/A
022
N/A
023
N/A
029
N/A
1,880,250.00
Foreign disbursements
Will any of the organization's disbursements accounted for in Part B above be used for programs outside Canada?
Yes
No (go to 0170)
If yes, list the locations and the amounts to be spent in each location.
Location
Amount
Assets
N/A
031
N/A
032
N/A
030
Investments
(e.g., bonds, stocks, guaranteed term deposits)
194,750.00
Fixed assets
(specify- e.g., equipment, land, buildings, vehicles, inventory)
Total assets
(Add lines 030-032)
035
194,750.00
10
Liabilities
Mortgages, loans, and notes payable (specify)
036
NIA
037
NIA
Total liabilities
040
al(
Yes
No (go to 019)
11
(phone number)
(fax number)
or
(phone number)
(fax number)
Kenneth Alexander
(fax number)
(phone number)
Directorffrustee i) Name:
Kenneth Alexander
4
(phone number)
Occupation/line of work:
James O'Reilly
(phone number)
Occupation/line of work:
Janet Solberg
(phone number)
Occupation/line of work:
(phone number)
Occupation/line of work:
Directorfrrustee v) Name:
Complete home address:
(phone number)
Occupation/line of work:
(phone number)
Occupation/line of work:
12
(phone number)
Occupation/line of work:
(phone number)
Occupation/line of work:
(phone number)
Occupation/line of work:
Directorffrustee x) Name:
Complete home address:
(number, street, room, floor or suite no., R.R.)
(phone number)
Occupation/line of work:
..
14
(phone number)
Occupation/line of work:
023 Financial statements
If the organization has been operating for over a year, attach a separate copy of its most recent financial statements.
Included
N/A
'
'
Enclosure checklist
Have you included:
D
D
a copy of minutes, newspaper cuttings, pamphlets, fund-raising materials, etc. (see 0138)?
a copy of the latest financial statements, if applicable (see Q23)?
CERTIFICATION
(to be completed by two persons authorized to sign on behalf of the organization)
I certify that the information given on this form and in all attached documentation is, to the best of my knowledge, correct and complete.
Signature
Name (please print)
Position within organization
Date signed
2005/11/14
2005/11/14
APPENDIX "A"
ADDITIONAL ANSWERS
Question 13A Activities
I
2.
(i)
The advancement of education by promoting and
publishing a magazine devoted to the dissemination of literary
non-fiction and fiction writing of the highest possible quality to the
reading public;
The advancement of education by the promotion,
publication and dissemination to the public of educational material
on topics within the social sciences, arts and humanities, and
natural sciences disciplines;
(ii)
(iii)
To provide a forum for writing by promoting, supporting,
and publishing good quality works by Canadian authors;
(iv)
The advancement of education by promoting the
development of writing in Canada by supporting the education of
editors and critics of literary non fiction and fiction writing through
the establishment and operation of internship programs for editors
and critics;
(v)
The advancement of education by promoting and
publishing informed and constructive dialogue on matters of
current public policy interest among scholars, informed
commentators, leaders in the government, business, professional,
voluntary and arts sectors, and members of the reading public;
(vi)
The advancement of education by organizing and holding
conferences, seminars and workshops open to interested
participants on social, economic, cultural and historical issues
relating to Canada and its role in the world; and,
(vii) The advancement of education through the promotion of
literacy and reading in Canadian youth.
II
The Foundation is committed to supporting and expanding letters - i.e., writing for the sake of
writing - and the liberal arts in Canada by promoting and publishing fiction writing of a high
literary quality and literary non-fiction writing that is factual, informative and based on sound
research of an appropriate level and nature, and to ensuring that this writing is accessible to and
is valued by the reading public of all ages in Canada. The Foundation's educational mission is
thus to provide opportunities for Canadian writers and academics to write and publish and for the
Canadian reading public to read on matters of public interest and of literary significance.
The educational objects of the Foundation divide into a content or research component and an
outreach or communication component.
The Foundation's content or research interests include:
Canadian public policy in the areas of education, health care, the environment,
international affairs and Canada's position in the world, governance, immigration, etc;
the humanities and arts including philosophy, history, literature, languages, and the
plastic and performing arts;
In some instances the Foundation will conduct or support original research. In other instances,
the Foundation's efforts will be to render existing academic research accessible to the reading
public.
The Foundation's outreach or communication strategies include:
I
I
'I
)
a minimum of four workshops per year open to all would-be Canadian contributors to
The Walrus magazine (both veteran and aspiring) on investigative journalism, the
long-form essay, embedding research in narrative forms, Canada in the world, etc.;
"The Walrus Bookshelf," a literary event held annually in 12 Canadian cities for local
high school educators, featuring (at each event) four Canadian authors, and distributing
(at each event) 2,000 books to be given to graduating high school students as gifts;
"Walrus Foundation University Student Essay Contest" comprising three prizes - gold,
$1,000; silver, $500; bronze, $250;
editorial, critical and art internship programs with The Walrus magazine.
The "ideas marketplace" in print and long-form essays in Canada is currently overwhelmingly
dominated by American periodicals distributing widely in Canada. The Foundation, therefore,
has a special commitment to fostering the growth of long-form writing in Canada of a literary
non-fiction nature by Canadian writers and academics. It further believes that the "terrain" for
such research and writing should not be restricted to the local - i.e., restricted to reflecting
Canada back to Canadians; that a trained Canadian perspective has much to offer the world; and
that Canadian citizens are in need of perspectives on global matters researched and explicated by
Canadian writers and academics. Therefore, the Foundation is committed to sponsoring
Canadian writers and aqtdemics pursuing ideas both in Canada and outside of Canada.
The Foundation's educational mission is to bridge the divide between the university and wider
research communities (such as, for example,
and
the Perimeter Institute) on the one hand, and the reading public, on the other. The Foundation
will achieve this objective through various means of outreach and public dissemination, such as
conferences, seminars, public debates, and, on a monthly basis, publishing the Walrus magazine
(described further below).
The programs of the Foundation will be overseen by a Program Director/Editor who will be
employed exclusively by the Foundation to formulate and pursue a content and outreach agenda
for the Foundation that is determined by the board of directors.
III
The board of directors of the Foundation will be composed of between ten (10) and fifteen (15)
directors. In the first several years of the Foundation's operation, the Foundation's governance
model will be a self-perpetuating board. As the governance of the Foundation develops, the
board, through its nominations committee, will develop criteria for board membership with a
view to ensuring that the board is composed of individuals who are administratively capable of
leading the Foundation in the execution of its mission and who are committed to the realization
of the objects of the Foundation. All of the following individuals have been approached and
have expressed a genuine interest in serving as members of the board of directors of the
Foundation:
Earl Berger
Marina Glogovac
Allan Gregg
Margaret Grottenthaler
David Harrison
Gerald Lazare
~ '..
Jack Shapiro
'.
Janet Solberg
The Foundation will form alliances and partnerships, on a project or long-term basis, with other
registered charities that carry on activities that are the same as or that are similar to the activities
of the Foundation. Depending on the relationships established and other circumstances, in
several years time, the other registered charities may seek and be granted representation on the
Foundation's board.
In several years time, the board of the Foundation will consider adopting an amendment to the
Foundation's by-laws to admit to membership of the Foundation members of the general public
who are interested in the objects of the Foundation. However, it is unlikely that public
membership will have any voting rights. The Foundation expects to continue the
self-perpetuating board model of governance for the long-term.
In addition to discharging their fiduciary responsibilities to the foundation the board of directors
of the Foundation will engage in such activities as:
deciding on topics for and participants at two annual conferences on matters of Canadian
public policy;
',
deciding on topics for and participants at two annual one-day seminars on the media in
the modem world;
deciding on the design of Foundation's annual fiction book prize ($10,000 for best first
novel) and on the appointment of the selection committee for this prize;
deciding on the design of Foundation's annual non-fiction book prize ($10,000 for best
work of non-fiction of a non-biographical nature) and on the appointment of the
selection committee for this prize;
deciding on the design and implementation of "The W alms Bookshelf' -- a literary event
held annually in 12 Canadian cities for local high school educators, featuring (at each
event) four Canadian authors, and distributing (at each event) 2,000 books to be given to
graduating high school students as gifts;
deciding on the design and implementation of the annual "Walrus Foundation University
Student Essay Contest" (three prizes - gold, $1,000; silver, $500; bronze, $250);
deciding on the design and implementation of two annual nightly debates featuring two
interlocutors on subjects of importance to Canadians;
assisting with the direction of the editorial policy for The Walrus magazine, the main
public organ of the Foundation; and,
deciding on the design and implementation of the editorial and art internship program of
The Walrus magazine.
IV
1.
.I
The editorial policy of The Walrus magazine is to explore ideas and issues, and to
elevate public discourse on matters of importance to Canadians by publishing essays,
articles, and reviews based on facts and research.
The Walrus will not publish personality profiles (but can publish short character portraits
-- within a particular essay -- as a vehicle to a broader idea).
The Walrus will not engage in service journalism. It will not publish articles on things or
consumer items, or provide lists of recommendations, etc.
The Walrus will not publish advertorial content and will ensure complete independence
of editorial content from advertising.
The Walrus will provide a depth of analysis beyond news reporting, and will not publish
news items or wire stories.
The Walrus will ensure that its contributors, both freelance writers and academics,
understand and execute the protocols of research and fact-based essay writing. These
protocols include searches of existing literature, interviewing techniques, records of
observations, detailed note-taking, etc.
The Walrus staff will conduct its own literature searches and communicate the results of
these searches to potential contributors prior to an assignment.
The Walrus will adhere to an educational content versus other, including advertising
ratio of at least 70:30.
The Walrus will publish poetry by Canadian poets in each and every issue, and will
publish literature in the form of short stories or memoirs in at least eight issues per year.
The Walrus will vnsure that at least 80% of the editorial and art content in the magazine
is provided by Canadian writers and artists.
All articles appearing in The Walrus, short and long and including those of an opinion
nature, will be based on primary and/or secondary research, and the Foundation will keep
on file the results of all literature searches. All material published in the magazine
(including letters to the editor, display copy, and fiction) will be rigorously checked for
facts, and the results of fact checking will also kept on file.
All art (including illustrations, drawings, photography, and cartoons) that accompanies
editorial content will be based on a full understanding of that content. That is, all artists
interested in collaborating with The Walrus on a particular essay, article, or review must
demonstrate that they have read, understood, and show a capacity for providing parallel
visual narratives of the editorial content under consideration.
3.
The Walrus is a project of Foundation and, as such, the magazine must continuously reflect the
educational objects of the Foundation. To ensure compliance in this regard the board of directors
of the Foundation will appoint a standing committee of the board of directors called the
Educational Review Committee (ERC). The ERC will be chaired by a director and its
membership will be composed of academics who will report to the board of directors of the
Foundation but otherwise be independent of it. The ERC will base its findings on the objects of
the Foundation and on pre-established educational criteria agreed upon by the Foundation and
the Charities Directorate of the Canada Revenue Agency and consistent with educational
standards for magazines vis-a-vis Canadian charity law, as described in the Canada Revenue
Agency document "Magazines and Education", as follows:
"The Income Tax Act requires that a charity devote its resources to
exclusively charitable activities. The CRA accepts that registered
charities can achieve a recognized charitable purpose through the
use, creation, publication and distribution of magazines. However,
in order to be considered an acceptable charitable activity, the
contents of that publication must be charitable in the sense
understood by charity law."
The specific test to be applied is that, to demonstrate a publication
is charitable, the content of the magazine must be substantially all
charitable - generally interpreted to mean at least 90%.
Administratively this allows for certain content (non-educational
articles, advertising, games etc.) which, while not charitable in and
of itself, is ancillary and incidental to the main charitable purpose.
Education:
The defin.ition of education, as it corresponds to charity law, is
drawn from the decisions of the courts. To advance education in
the charitable sense means:
The purpose of the article must be to educate the reader generally by presenting a topic and providing a serious, thorough,
and structured analysis;
o
Generally "light-hearted" or humour pieces do not
qualify as the purpose of these is to entertain and not
educate. Nor do these involve a serious or thorough
analysis of an issue.
o
Articles that present only an author's opinion do not
qualify as educational. Conclusions may be drawn
provided these are based on a logical, well-reasoned and
balanced presentation of an issue.
o
Articles that simply present information and facts
without additional argument, explanation and analysis lack
the teaching and learning component prescribed by the
Supreme Court.
o
Articles which simply "tell a story" - e.g., an author
recanting a personal experience or life event - do not
qualify. While these may involve "an exploration of an
idea" these lack the genuine educational purpose required
by the courts, not are they structured to teach or raise the
knowledge and abilities of the recipients.
10
11
December 1, 2005) and insisting on certain types of direction. In addition, and to further ensure
that the 70/30 educational-to-non-educational ratio is achieved and honoured, beginning on
December 1, 2005 and for the March 2006 issue (and all subsequent issues), all contributors will
receive a contract which outlines the educational criteria. Beginning on November 7, 2005, all
contributors already contracted to write articles, essays, reviews, etc., for The Walrus will be
alerted to the educational criteria of the magazine.
The principal task of the ERC is to ensure that The Walrus is predominantly educational; that its
editorial content is devoid of gratuitous articles; and, in general, that the magazine forwards the
Foundation's mandate of elevating public discourse on matters of importance to Canadians. As
such, over and above the prescriptive directives regularly sent by the ERC to the editor on
particular proposed articles, essays, reviews, etc., beginning with the March 2006 issue (and on
all subsequent issues) the ERC will have an additional role of reviewing each issue of the
magazine retrospectively.
1.
In November, 2003, the Foundation hosted a one-night conference at Massey College, University
of Toronto. The conference title was "The Current State of Russia" and the featured speakers
were Rodney Irwin (former Canadian ambassador to Russia), David Satter (author of The Rise of
the Russian Criminal State), and Paul Webster (author of "Are We Rearming Russia," a feature
length article which appeared in the November/December issue of The Walrus magazine.
The Foundation will host similar conferences or seminars several times per year.
Conferences themes will be selected by the board of directors of the Foundation in consultation
with the Advisory Council and with other individuals selected or approached on an ad hoc basis.
Topics currently under consideration include:
"Peopling the North: Canadian Sovereignty and Moving Beyond the 49th Parallel"
12
,
,
, and
,
,
The Foundation will foster literacy and book appreciation, especially among young Canadians,
recognize and reward teacher contributions to education, and assist Canadian book publishing.
With the primary purpose of helping young readers build their own personal libraries, the
Foundation will host literary evenings in 12 Canadian cities from coast to coast. (In March and
April, 2004, these evenings were held in 9 cities (St. John's, Halifax, Montreal, Ottawa, Toronto,
Winnipeg, Calgary, Edmonton, and Vancouver.) At each event, the audience is composed of 100
local area high school teachers specifically invited in recognition of their dedicated service. The
teachers listen to readings by four Canadian authors. At the end of the evenings, all participating
teachers receive a box of 20 books (5 copies of 4 titles). These 20 books are then distributed to
deserving graduating high school students as gifts from their schools.
In 2004, 18,720 books were so distributed. In 2005, the program was expanded to 12 cities, and
24,960 books were distributed. Annually, both fiction and non-fiction books will be distributed,
and the books will be from small, medium, and large publishing houses. While the primary
purpose of The Walrus Bookshelf is to help young readers build their own personal libraries, the
program also rewards hard-working teachers, and gives Canadian book publishing a significant
and necessary shot in the arm.
In addition, to give students access to authors, the Foundation intends to establish Web site-based
interactive dialogues between Canadian novelists and non-fiction writers and groups of students
who received their books.
3.
Training
There is no doubt that Canadian schools of journalism are doing an excellent job teaching the
theoretical underpinnings of journalistic practice. However, practical on-site training of the next
generation of editors and art directors is essential for the on-going health of Canadian publishing.
To this end, the Foundation will finance four editorial interns and one art intern working at The
Walrus magazine on six-month rotations. Already, four full rotations of interns have worked at
The Walrus. These interns have been involved in every facet of the magazine's operation. In
parallel editing (one-on-one) with experienced editors they are taken through all the stages
13
(assignment, conceptual edit, structural edit, line edit, and copy edit) on numerous articles
appearing in each issue of the magazine. It is intense training. The interns also gain experience
as researchers, outlook editors, fact checkers, and are instructed on the publishing side
(circulation, promotion, newsstand distribution, etc.,) of magazines.
To complement the daily training and to ensure that the interns receive the broadest education
possible, bi-monthly workshops are also part of the program. A sampling of workshops (for past
and present interns) includes: Julian Porter, one of Canada's foremost experts on libel law;
Cynthia Good (former editor of Penguin Canada) on editing fiction; Rita Leistner on her
experiences as an embedded journalist in Iraq; Keith Oatley, Professor of Psychology at the
University of Toronto and award-winning novelist, on a historical perspective on the
development of character in literature; Greg Keilty, CM Group, on magazine circulation;
Bernadette Kuncevicus, Ryerson University, held 6 seminars on copy-editing; Ira Basen,
Canadian Broadcasting Corporation, on the "spindustry;" Clifford Kraus, New Yark Times
correspondent in Canada, on covering Canada; David Berlin, founding editor-in-chief of The
Walrus, on key aspects of elevated journalistic and literary essays; all of the editors and
publishers of the magazine have also conducted workshops.
Unlike most magazines, where interns are either not paid or paid only a very small sum (and can
therefore only be selected from the publishing city), the Foundation wishes to ensure equality of
opportunity to intern candidates from across Canada. To do so, its internship programs must
provide a living wage.
The absence of a Canadian journal or magazine devoted to long-form publishing, and devoted to
rendering academic research accessible to a broad base of Canadian readers, means that The
Walrus, as an agent of the Foundation, must instruct and train potential contributors on
research-based literary non-fiction writing. Both the magazine and the Foundation are
committed to this effort, and, in time, the result will be a class of writers and academics capable
of producing long-form essays (4,000-10,000 words) that compete favourably with the very best
of foreign offerings.
Question 17 B Disbursements
$1,000,000
Internship program
$400,000
$400,000
14
APPENDIX "B"
1.
2.
3.
Budget for The Walrus Magazine Inc. for the year ending December 31, 2005.*
* These items will be submitted to CRA in due course. All of the proposed amendments are
described in the covering memorandum from David Stevens dated October 15, 2005.
G&C 790812 vi
APPENDIX "C"
LETTERS DESCRIBING THE IMPORTANCE OF THE MAGAZINE
G&C 790813 vl
Industry Canada
Canada
Corporations Act
lndustrie Canada
CANADA
issued to
File Number:
Canada
413536-9
BY-LAWN0.2
A by-law to amend the provisions of the Letters Patent
and to authorize application for the issuance of
Supplementary Letters Patent to confirm the same
Subject to confirmation by Supplementary Letters Patent, Part Ill of the Letters Patent
concerning the objects, which presently reads as follows:
"The object of the Corporation is to advance education by:
I.
2.
conducting research for the benefit of the public into social, economic, cultural,
and historical issues related to Canada and its role internationally; and
3.
providing scholarships and bursaries to writers and thinkers for the purpose of
researching social economic, cultural, and histcincal issues related to Canada and
its role int~rnationally. "
To receive and maintain a fund or fu_nds and to use, appiy, give, devote or
distribute from time to time all or part of the fund or funds and/or the income
therefrom for such purposes listed in paragraph 2 as are in law- exclusively
charitable, including carrying out its own charitable activities and making grants
and donations to such organizations, associations, corporations or trusts as are
registered charities or qualified donees under the Income Tax Act (Canada).
2.
(b)
G&C Client - 887375 \' l Foundation Supplcmcn:ary Letters J>31enl and Oy-l..aws.doc
,.
(
(c)
(d)
(e)
(f)
(g)
2.
The Corporation is authorized to make application to the Minister of Industry Canada for
the issue of Supplementary Letters Patent confirming this by-law insofar as It relates to
amending the provisions of the Letters Patent.
3.
That any director or officer of the Corporation be hereby authorized and directed to
execute on behalf of the Corporation under its corporate seal or otherwise, all documents
in such form and with such additions, deletions or variations thereon as the said signing
officer may approve, such approval to be conclusively evidenced by his execution of the
said documents and to do all things necessary or desirable for the due carrying out of the
foregoing.
I HE REBY CERTIFY that the foregoing is a true and correct copy of By-law No. 2, which bylaw was en:icted by the directors on December 12, 2005 and sanctioned by a vote of not less than
two-thirds (2/3) of the members present at a special general meeting of the Corporation held on
December 12, 2005, which by-law is still in full force and effect, unamended.
DA TED the
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Industry Canada
Canada
Corporations Act
lndustrie Canada
CANADA
LETTERS PATENT
File Number:
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...
.
413536-9
TO:
II
The applicants are individuals of the full age of eighteen years with
power under law to contract. The name, address and occupation of each of the
applicants are as follows:
. . "
Name
Kennett;! Alexander
. James O'Reilly
- -Janet Solberg
Address
J"
Occupation
--
The said Kenneth Alexander, James O'Reilly and Janet Solberg will be the first
directors of the Corporation.
111
The object of the Corporation is to advance education by:
1. organizing and sponsoring conferences, seminars and workshops on
social, economic, cultural, and historical issues related to Canada and its
role in the world;
2. conducting research for the benefit of the public into social, economic,
cultural, and historical issues related to Canada and its role
internationally; and
3. providing scholarships and bursaries to writers and thinkers for the
purpose of researching social, economic, cultural, and historical issues
related to Canada and its role internationally.
IV
The operations of the Corporation may be carried on throughout
Canada and elsewhere.
v
The place within Canada where the head office of the Corporation
is to be situated is in the City of Toronto, in the Province of Ontario.
VI
It is specially provided that in the event of dissolution or winding up of the Corporation all its remaining assets after payment of its liabilities shall
be distributed to one or more registered charitable organizations in Canada
carrying on similar activities.
VII
VIII
The Corporation is to carry on its operations without pecuniary gain
to its members and any profits or other accretions to the Corporation are to be
used in promoting its objects .
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KCLL.
KENNETH ALEXANDER
JANET SOLBERG
("
BY-LAW NUMBER 1
CORPORATE SEAL
1.
The seal, an impression of which is stamped in the margin, shall be
the seal of the Corporation.
HEAD OFFICE
2.
The Head Office of the Corporation shall be in the City of Toronto
in the Province of Ontario.
CONDITIONS OF MEMBERSHIP
3.
Membership in the Corporation shall be limited to persons
interested in furthering the objects of the Corporation and shall consist of anyone
whose application for admission as a member has received the approval of the
board of directors of the Corporation.
'o
4.
There shall be no membership fees or dues unless otherwise
directed by the board of directors.
5.
Any member may withdraw from the Corporation by delivering to
the Corporation a written resignation and lodging a copy of the same with the
secretary of the Corporation.
6.
Any member may be required to resign by a vote of three-quarters ..
of the members at an annual meeting provided that any such member shall be
granted an opportunity to be heard at such meeting.
MEETINGS OF MEMBERS
7.
The annual or any other general meeting of the members shall be
held within 90 days after the end of the Corporation's fiscal year, in the city
where the head office of the Corporation is situated.
8.
At every annual meeting, in addition to any other business that may
be transacted, the report of the directors, the financial statement and the report
of the auditors shall be presented and auditors appointed for the ensuing year.
The members may consider and transact any business, either special or general,
at any meeting of the members. The board of directors or the president or vice-
2
,~
president shall have power to call, at any time, a general meeting of the
members of the Corporation. The board of directors shall call a special general
meeting of members for a purpose not inconsistent with the Canada
Corporations Act, on written requisition of at least 5% of the members.
9.
Ten percent of the members, but not fewer than two members, will
constitute a quorum.
10.
Fourteen days written notice shall be sent by either regular mail,
facsimile transmission, or electronic mail transmission to each member of any
annual or special general meeting of members.
11.
Notice of any meeting where special business will be transacted
should contain sufficient information to permit the member to form a reasoned
judgment on the decision to be taken. Notice of each meeting of members must
remind the member that he/she has the right to vote by proxy.
12.
Each voting member present at a meeting shall have the right to
exercise one vote. A member may, by means of a written proxy, appoint a proxy
holder to attend and act at a specific meeting of members, in the manner and to
the extent authorized by the proxy. A proxy holder is not required to be a
member a member of the Corporation. Proxy forms may be submitted by
facsimile or electronic mail, as well as by personal delivery or mail.
13.
Except with respect to matters which require by the Act that they be
dealt with at a meeting of the members, a resolution in writing signed by all. the
members entitled to vote on that resolution at a meeting of members is as valid
and effective as if passed at a meeting of the members duly called, constituted
and held for that purpose.
14.
A majority of the votes cast by the members shall determine the
questions in meeting except where the vote or consent of a greater number of
members is required by the Act or these By-laws.
Unless a ballot is requested by a member, a declaration by the
15.
chair of the meeting that a decision has been made and/or a decision recorded
in the minutes of the latter, it is admissible in evidence as proof on the face of
the decision without requiring proof of the number or proportion of the votes '
recorded in favour of or against such a decision. Such ballot will be taken in the
manner the chair of the meeting decides.
16.
No error or omission in giving notice of any annual or general
meeting or any adjourned meeting, whether annual or general, of the members
of the Corporation shall invalidate such meeting or make void any proceedings
taken thereat and any member may at any time waive notice of any such
meeting and may ratify, approve and confirm any or all proceedings taken or had
at that meeting. For the purpose of sending notice to any member, director or
officer for any meeting or otherwise, the address of the member, director of
officer shall be his/her last address recorded on the books of the Corporation.
-3 -
17.
Any meeting of members may be adjourned and reconvened at any
time and such matters may be considered at such reconvened meeting as might
have been considered at the original meeting which was adjourned.
BOARD OF DIRECTORS
18.
The property and business of the Corporation shall be managed by
a board of directors, comprised of a minimum of three directors. The number of
directors shall be determined from time to time by a majority of the directors at a
meeting of the board of directors and sanctioned by an affirmative vote of at
least two-thirds (2/3) of the members at a meeting duly called for the purpose of
determining the number of directors to be elected to the board of directors.
Directors must be individuals, at least 18 years of age, with power under law to
contract. Directors need not be members.
19.
The applicants for incorporation shall become the first directors of
the Corporation whose term of office on the board of directors shall continue until
their successors are elected. At the first meeting of members, the board of
directors then elected shall replace the provisional directors named in the Letters
Patent of the Corporation.
20.
Directors shall be elected for a term of two years by the members
at an annual meeting of members.
21.
a.
b.
c.
d.
e.
on death; or;
f.
provided that if any vacancy shall occur for any reason in this paragraph
contained, the board of directors by majority vote, may, by appointment, fill the
vacancy with a member of the Corporation.
22.
The directors shall serve as such without remuneration and no
director shall directly or indirectly receive any profit from his/her position as such;
provided that a director may be paid reasonable expenses incurred by him in the
-4 (
POWERS OF DIRECTORS
24.
The directors of the Corporation may administer the affairs of the
Corporation in all things and make or cause to be made for the Corporation, in its
name, any kind of contract which the Corporation may lawfully enter into and,
save as hereinafter provided, generally, may exercise all such other powers and
do all such other acts and things as the Corporation is by its charter or otherwise
authorized to exercise and do.
25.
The directors shall have power to authorize expenditures on behalf
of the Corporation from time to time and may delegate by resolution to an officer
or officers of the Corporation the right to employ and pay salaries to employees.
The directors shall have the power to enter into a trust arrangement with a trust
company for the purpose of creating a trust fund in which the capital and interest
may be made available for the benefit of promoting the interest of the
Corporation in accordance with such terms as the board of directors may
prescribe.
The board of directors is hereby authorized, from time to time
a.
to borrow money upon the credit of the Corporation, from any bank,
corporation, firm or person, upon such terms, covenants and
conditions at such times, in such sums, to such an extent and in
such manner as the board of directors in its discretion may deem
expedient;
b.
c.
d.
26.
The board of directors shall take such steps as they may deem
requisite to enable the Corporation to acquire, accept, solicit or receive legacies,
-5/"
DIRECTORS' MEETINGS
29.
Meetings of the board of directors may be held at any time and
place to be determined by the directors provided that 48 hours written notice of
such meeting shall be given personally, or transmitted by facsimile or electronic
mail, to each director, or, if by mail, at least 14 days prior to the meeting. Notice
by mail shall be sent at least 14 days prior to the meeting. Notice by mail shall
be sent at least 14 days prior to the meeting. There shall be at least one
meeting per year of the board of directors. No error or omission in giving notice
of any meeting of the board of directors or any adjourned meeting of the board of
directors of the Corporation shall invalidate such meeting or make void any
proceedings taken thereat and any director may at any time waive notice of any
such meeting and may ratify, approve and confirm any or all proceedings taken
or had thereat. Each director is authorized to exercise one vote.
30.
A majority of directors in office, from time to time, but not less than
two directors, shall constitute a quorum for meetings of the board of directors.
Any meeting of the board of directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and discretions by or
under the by-laws of the Corporation.
31.
If all the directors of the Corporation consent thereto generally or in
respect of a particular meeting, a director may participate in a meeting of the
board or of a committee of the board by means of such conference telephone
facilities as permit all persons participating in the meeting to hear each other,
and a director participating in such a meeting by such means is deemed to be
present at the meeting.
32.
Every director and officer of the Corporation or other person who
has undertaken or is about to undertake any liability on behalf of the Corporation
or any company controlled by it and their heirs, executors and administrators,
- 6-
and estate and effects, respectively, shall from time to time and at all times, be
indemnified and saved harmless, out of the funds of the Corporation, from and
against:
a.
b.
33.
The officers of the Corporation shall be a president, vice-president,
secretary and treasurer and any such other officers as the board of directors may
by by-law determine. Any two offices may be held by the same person. Except
for the president and the vice-president, officers need not be directors. Officers
need not be members.
34.
Officers shall receive no remuneration for serving as such, but are
entitled to reasonable expenses incurred in the exercise of their duty.
35.
Except for the office of president, officers of the Corporation shall
be appointed by resolution of the board of directors at the fi rst meeting of the
board of directors following an annual meeting of members. The president shall
be elected at an annual meeting of members.
36.
The officers of the Corporation shall hold office for two years from
the date of appointment or election or until their successors are elected or
appointed in their stead. Officers shall be subject to removal by resolution of the
board of directors at any time.
DUTIES OF OFFICERS
37.
The president shall be the chief executive officer of the
Corporation. He/she shall preside at all meetings of the Corporation and of the
board of directors. He/she shall have the general and active management of the
affairs of the Corporation. He/she shall see that all orders and resolutions of the
board of directors are carried into effect.
38.
The vice-president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform such other duties as shall from time to time be imposed upon him/her by
the board of directors.
. 7.
39.
The treasurer shall have the custody of the funds and securities of
the Corporation and shall keep full and accurate accounts of all assets, liabilities,
receipts and disbursements of the Corporation in the books belonging to the
Corporation and shall deposit all monies, securities and other valuable effects in
the name and to the credit of the Corporation in such chartered bank or trust
company, or, in the case of securities, in such registered dealer in securities as
may be designated by the board of directors from time to time. He/she shall
disburse the funds of the Corporation as may be directed by proper authority
taking proper vouchers for such disbursements, and shall render to the president
and directors at the regular meeting of the board of directors, or whenever they
may require it, an accounting of all the transactions and a statement of the
financial position, of the Corporation. He/she shall also perform such other
duties as may from time to time be directed by the board of directors.
40.
The secretary may be empowered by the board of directors, upon
resolution of the board of directors, to carry on the affairs of the Corporation
generally under the supervision of the officers thereof and shall attend all
meetings and act as clerk thereof and record all votes and minutes of all
proceedings in the books to be kept for that purpose. He/she shall give or cause
to be given notice of all meetings of the members and of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he/she shall be. He/she shall be
custodian of the seal of the Corporation, which he/she shall deliver only when
authorized by a resolution of the board of directors to do so and to such person
or persons as may be named in the resolution.
41 .
The duties of all other officers of the Corporation shall be such as
the terms of their engagement call for or the board of directors requires of them.
COMMITTEES
42.
The board of directors may appoint committees whose members
will hold office at the will of the board of directors, and may specify their
remuneration , if any, and duties. The committees may hold their meetings at the
head office or such place or places as the Chairperson may from time to time
determine.
EXECUTION OF DOCUMENTS
43.
Contracts, documents or any instruments in writing requ iring the
signature of the Corporation, shall be signed by any two officers and all
contracts, documents and instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality. The directors shall
have power from time to time by resolution to appoint an officer or officers on
behalf of the Corporation to sign specific contracts, documents and instruments
in writing. The directors may give the Corporation's power of attorney to any
registered dealer in securities for the purposes of the transferring of and dealing
with any stocks, bonds, and other securities of the Corporation. The seal of the
Corporation when required may be affixed to contracts, documents and
44.
The minutes of the board of directors (or the minutes of the
executive comm ittee) shall not be available to the general membership of the
Corporation but shall be available to the board of directors, each of whom shall
receive a copy of such minutes.
FINANCIAL YEAR
45.
Unless otherwise ordered by the board of directors, the financial
year-end of the Corporation shall be the last day of December in each year.
AMENDMENT OF BY-LAWS
46.
The by-laws of the Corporation not embodied in the letters patent
may be repealed or amended by by-law enacted by a majority of the directors at
a meeting of the board of directors and sanctioned by an affirmative vote of at
least two-thirds of the members at a meeting duly called for the purpose of
considering the said by-law, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of
Industry has been obtained.
AUDITORS
47.
The members shall at each annual meeting appoint an auditor to
audit the accounts of the Corporation for report to the members at the next
annual meeting. The auditor shall hold office until the next annual meeting
provided that the directors may fill any casual vacancy in the office of auditor.
The remuneration of the auditor shall be fixed by the board of directors.
48.
No person who is a director, officer or employee of the Corporation
may be appointed the auditor without the consent of all the members of the
Corporation.
49.
The directors shall see that all necessary books and records of the
Corporation requ ired by the by-laws of the Corporation or by any applicable
statute or law are regularly and properly kept.
. 9.
50.
The board of directors may prescribe such rules and regulations
not inconsistent with these by-laws relating to the management and operation of
the Corporation as they deem expedient, provided that such ru les and
regulations shall have force and effect only until the next annual meeting of the
members of the Corporation when they shall be confirmed, and failing such
confirmation at such annual meeting of members shall at and from time to time
cease to have any force and effect.
INTERPRETATION
51 .
In these by-laws and in all other by-laws of the Corporation
hereafter passed unless the context otherwise requires, words importing the
singular shall include the plural, and vice versa, and references to persons shall
include firms and Corporations.
52.
The Corporation is to carry on its operations without pecuniary gain
to its members and any profits or other accretions to the Corporation are to be
used in promoting its objects.
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