Model Form 4031 – Articles of Continuance (transition) – Two membership classes

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Canada Not-for-profit Corporations Act (NFP Act)
Form 4031 - Articles of Continuance (transition)

To be used only for a continuance from the Canada Corporations Act, Part II.

1. Current name of the corporation

XYZ FOUNDATION

2. If a change of name is requested, indicate proposed corporate name

ABC INSTITUTE

3. Corporation number

123456-7

4. The province or territory in Canada where the registered office is situated

ONTARIO

5. Minimum and maximum number of directors (for a fixed number, indicate the same number in both boxes)

Minimum number 3
Maximum number 10

6. Statement of the purpose of the corporation

The purpose(s) of the corporation is/are:

7. Restrictions on the activities that the corporation may carry on, if any

None

8. The classes, or regional or other groups, of members that the corporation is authorized to establish

The corporation is authorized to establish Class A members and Class B members as follows:

  1. The Class A members shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Class A member shall have one (1) vote at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class.
  2. Except as otherwise provided by the Canada Not-for-profit Corporations Act, S.C. 2009, c.23 the Class B members shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

9. Statement regarding the distribution of property remaining on liquidation

Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to one or more qualified donees within the meaning of subsection 248(1) of the Income Tax Act.

10. Additional provisions, if any

See schedule 1

11. Declaration

I hereby certify that I am a director or an authorized officer of the corporation continuing into the NFP Act.

Jane Doe

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Schedule 1
Additional provisions

  1. The members of the Corporation are not entitled to vote separately as a class upon a proposal to amend the articles to:
    1. effect an exchange, reclassification or cancellation of all or part of the memberships of the class; or
    2. create a new class of members having rights equal or superior to those of the class.
  2. The directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed shall not exceed one-third (1/3) of the number of directors elected at the previous annual meeting of members.
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