***PLEASE CAREFULLY READ THE REST OF THIS POST BEFORE VOTING
The Board of Directors is asking you, the NNMH voting members, to approve and give direction to the board to make an application for a Certificate of Continuance of the Corporation. Do you approve?
Corporations Canada has made changes to the old Not for Profit Act. Because we are already incorporated under the old NFP ACT we need to request a Certificate of Continuance from the Canadian government, so that we will maintain our charitable status.
On August 29th we notified membership about a special meeting of the membership on September 30 2014 by teleconference to address the issue of an application for a Certificate of Continuance. Unfortunately we did not have quorum.
We will be holding another teleconference on October 15, 2014 at 1:00 pm est. You can participate by telephone at 1866-218-3342 the participant code is # 673421 or you may vote on the poll above.
SPECIAL RESOLUTION OF MEMBERS
Continuing the Corporation under the provisions of the Canada Not-for-profit Corporations Act and authorizing the directors to apply for a Certificate of Continuance.
WHEREAS the Corporation was incorporated under Part II of the Canada Corporations Act by Letters Patent dated the 31st day of July, 1992; and
WHEREAS it is considered to be in the best interests of the Corporation that it be continued under the Canada Not-for-profit Corporations Act (NFP Act) pursuant to section 297 of the NFP Act;
BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The directors of the Corporation are authorized and directed to make an application under section 297 of the NFP Act to the Director appointed under the NFP Act for a Certificate of Continuance of the Corporation;
2. The Articles of Continuance (transition) of the Corporation, which have been submitted to this meeting and are annexed to these minutes as Schedule A, are approved;
3. The general operating by-law of the Corporation (as amended) is repealed effective on the date that the corporation continues under the NFP Act and the new general operating by-law No.1 which has been submitted to this meeting and is annexed to these minutes as Schedule B is approved and will be effective on the same date.
4. 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 Articles of Continuance (transition), the notice of registered office and of directors in the forms fixed by the Director, which are necessary or desirable for the implementation of this resolution.
The undersigned, being the duly appointed (Secretary) of the Corporation, certifies that the above is a true and correct copy of a special resolution of National Network for Mental Health – (NNMH) passed at a meeting of members held on the ____ day of __________, 2014 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.
Dated: ____ day of __________, 2014
Ellen Cohen, Co-chair /Treasurer
Preetha Stephens, Co-chair