Special Resolution to Amend By-Law No. 1

	CAROLINIAN CANADA COALITION (CCC) SPECIAL RESOLUTION Download PDF Version
Method	Special Member Meeting
Level of approval	Members
Subject	By-law No. 1 Amendment for Borrowing Powers
Board approval date	December 30, 2019
Member Notice sent	December 31, 2019
Deadline to be a member for voting rights	January 9, 2020
Special Member Meeting Date	January 23, 2020
Quorum	10
Rationale	CCC has developed a Conservation Impact Bond model to support high quality habitat projects aligned with a Big Picture strategy and plan to launch a pilot, phase 1 in early 2020, with oversight of the Board. To implement the bond project and to manage our cashflow effectively the organization should clarify borrowing powers within our by-law.
Context	Legal CCC is incorporated as a federal non-profit. The new Federal Not-for-Profit Act (NFP Act) allows borrowing powers as a default condition (not requiring approval) https://www.ic.gc.ca/eic/site/cd-dgc.nsf/frm-eng/NGRR-8AFNVX In 2014, CCC obtained a letter of continuance to operate under the new act; however, our Letters Patent developed under the old act requires a special resolution to confirm this borrowing power. Download Current By-law No. 1 Download Conservation Impact Bond (CIB) A presentation about the Bond project is scheduled for January 23 at the Members meeting with a webinar to follow (tba). The pilot project is led by a team including Carolinian Canada, Chippewas of the Thames First Nation, VERGE Capital, Thames Talbot Land Trust and Dr. Arjalies of Ivey Business School and is planned to launch in early 2020 to support spring planting.
In progress	We are obtaining legal counsel on exact wording of the resolution to support the bond project. The proposed resolution may be adjusted accordingly.
Special Resolution	Draft provision to amend By-law No. 1: The directors of the Corporation may, without authorization of the members, borrow money on the credit of the corporation; issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; give a guarantee on behalf and 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.
Approval: