Special Resolution to Amend By-Law No. 1 | Carolinian Canada

Special Resolution to Amend By-Law No. 1

 

CAROLINIAN CANADA COALITION (CCC)

SPECIAL RESOLUTION

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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.

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Current By-law No. 1

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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,

  1. borrow money on the credit of the corporation;
  2. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
  3. give a guarantee on behalf and
  4. 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:

 

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