Cerebral Palsy Association of British Columbia
Form of special resolutions to be passed
at the annual general meeting to be held on September 15, 2016
- The Society Act of British Columbia will be repealed and replaced with the new Societies Act of British Columbia (the “New Act”) effective November 28, 2016 and all British Columbia societies are required to transition under the New Act on or before November 28, 2018.
- The Society’s existing bylaws (the “Existing Bylaws”) will become inconsistent with the New Act effective November 28, 2016.
- It is expedient for the Society to repeal the Existing Bylaws and replace such bylaws with the form of bylaws previously circulated to the board of directors and attached hereto as Schedule A (the “New Bylaws”).
- Upon transition under the New Act, all provisions contained in the current Constitution of the Society, other than the name and purpose, must be moved to the New Bylaws, including the unalterable provisions, being section 3 (the “Dissolution Clause”) and section 4 of the current Constitution of the Society.
- The Dissolution Clause has been identified as being previously unalterable in the New Bylaws under Part 2 section 2.1(a);
- Under the New Act, previously unalterable provisions may be altered by special resolution;
- The Canada Revenue Agency has requested that the Dissolution Clause be replaced as follows: “Upon the dissolution of the Society and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to qualified donees described in subsection 149.1(1) of the Income Tax Act (Canada).” (the “CRA’s Recommended Dissolution Clause”.
- The Society wishes to remove the Dissolution Clause from the Bylaws and replace it with the CRA’s Recommended Dissolution Clause.
RESOLVED, AS SPECIAL RESOLUTIONS, that:
- The Existing Bylaws be cancelled and the form of bylaws attached hereto as Schedule A be adopted as the New Bylaws in substitution for, and to the exclusion of, the Existing Bylaws.
- It is a condition of this resolution that the New Bylaws as referred to herein do not take effect until the transition of the Society under the New Act on or around November 28, 2016.
- Part 2 section 2.1(a), the Dissolution Clause, be repealed and deleted in its entirety and the CRA’s Recommended Dissolution Clause be added to the New Bylaws under Part 20 – Distribution of Property.
- The directors of the Society have the authority to make necessary revisions to the New Bylaws for the purpose of bringing them into conformity with the New Act and incorporating provisions from the Existing Bylaws into the New Bylaws.
DATED the ______ day of __________________________, 20___.