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Canada Customs -
Agence des
douanes
{}I nd _Revenue
Agency
et
du
revenu
du Canada
APPLICATION TO REGISTERA CHARITY UNDER - -
- THE INCOMETA)(-AQT . .
With the exception
of
the information to be. providecl ill
Pi1rt 6
of this application, theCanada. 9ustoitls a'ric'.I .Revenue j:\gen'Cy '
permitted o_ make
all of
this form (including aily t t i ) p h ~ e n t _ s ) a y a i l a b l ~ f o t ~ e p u b l i c if
he
~ P I J l i ~ i l t i o o ~ . ~ P P X P V e ~ ail
cf
h ~ :
organization becomes registered. The Canada q u s t o ~ and ReveqlJe _Agency is also:allol/Ved to:pro"'ide copies of the
registration letter; including
any
conditions and warnings contained therei11;
if
registration is denied; h()wever, all of.the
ifjformati_on you provide remains confidential. - - - . . ' - -. -
:
. ' .
_.
- - . -- . '
Please reacd the instructions in
the
companion-publication.
Registering a Charity
tnC.C?f 16
r:axPu.rpases .
you_ vvni _eeJHtie. .
informatjon
in
the guide to complete this form properly.
Jo
help you, ttie .numbers
for
the questionson
'ftie
forn\co respond.wiln'the
__
numbers
,in
S e c t i o n 11 of the guide. Terms printed .in bold.
on.
t h ~ foftl'l am defined in tt:ie Glossaw_orijJag13:4C6JRegistering a:Chatity
tor lncorneTax
urpos_es or are
explai119d
in the inforrri
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Part-1 - Identification of applicant (cont'd)
07 Re-registration
i Has this organization ever been registered before, under either its current name or a different name?
D
Yes No (go to
08
ii Under what name was
the
organization previously registered?
iii
BN
or
registration number of the organization
at
the time its charitable registration was revoked:
iv Date of revocation:
v Reasons for revocation:
Part 2 -
List of
appl icant's dir_ect9rs
or r u ~ t e e ~
OB
Name and positi on of directors, trustees
or
other similar officials on the applicant's governing
body
Name
Position within
the
organization
i
Kenneth Alexander Direc tor
ii
James
0
Re i l l y
Di rec tor
iii Jane t Solberg
Direc tor
iv
v
vi
vii
viii
ix
x
xi
f'i rt3-
Organizational s t r u c t u r ~ o f a p p i i f ~ ~ : ,
Q9
" Internal divisions of Canadian registered char ities
Is
the organization a branch, section, parish, congregation, or other internal division of a Canadian registered charity (the parent organization)?
0 Yes (complete i to iii below and then go to 011
i
Legal name of parent organization:
ii Business Number of parent organization:
iii
Letter of
Good
Standing (see page
13
of
the
guide)
No (go to 010
0
Included
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Part
3-
Organizational structure
ofapplicant(cont d)
010
Governing document
Is the organization incorporated?
Yes (go to 010A, 010A.1and010C)
D
No (go
to 0108
and 010C)
A
Incorporated (Attach a clear copy of the entire
set
of incorporating documents, as well as a copy o f all amendments).
A.1
Certificate of good standing
or
its equivalent (see page 13 of the guide)
D
Included N/A
B
Not incorporated
Indicate below the type of governing documents the organization has and attach a clear copy, along with a copy of all amendments.
The
constitution
or
trust
deed
and amendments,
should
be signed and dated
by three current
directors
or
trustees.
D
constitution
D
trust deed
D
will
D
other (specify)
By-laws
In addition to it s constituting documents, has the organization created by-laws to govern othe r internal matters?
Yes (Attach a clear copy of the document and all amendments. This document,
as
well as all amendments must bear an effective date and be
signed and dated by two directors or trustees)
D
No (go to 011)
011'
Ownership
Does the organization currently own any real property (i.e., land or buildings)
or
does it have any future plans to own real property?
D
Yes
No
(go to 012)
If yes identify any current property and title-holding arrangements, as well as proposed title-holding arrangements for future property.
012
Designation
i
Has the organization been formed for the purpose of giving more than 50 of its income to qualified
donees
(e.g., other registered charities)?
D
Yes
No (go to
012)
ii) Are 50 or more of the
directors/trustees
names in Q.8 above not
at arm s length
with any of the other
directors/trustees?
D
Yes
No (go to.012ili)
If yes identify the relationships that exist among the directors/trustees.
iii) Has the organization received,
or
will it receive, more than 50 of its funds
or
assets from one source,
or
from a group of persons who are
not at arm s length with each other?
Yes
D
No (go to 013)
If yes identify the source of the funds or assets and any relationships among donors.
The
Foundat ion
may
rece ive
suppor t
from
other
r eg i s t e r ed cha r i t i e s
with
s imi lar goa l s These
may i nc lude The
Chawkers
Foundat ion
119222040RR0001)
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Part 4
;
Information about the activities
ofth
applfoailt
Q 3A
Activities
Describe below the organization s programs and activities
n
detail (i.e., the ones by which it claims to benefit the
community-
fundraising activities
should be recorded n 015 and 016 . In describing the activities, show how the organization intends to achieve each of the objects listed n its
governing document. Indicate as well where the organization will be carrying on each of its activities and who the intended beneficiaries are. If the
organization maintains a web site, please provide the address.
ee
endix
A
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Part 4-lnformation about the activities
of
the applicant (cont d)
5
Q 3A
Activities
(cont d)
a1:ia
Please attach minutes of meetings, newspaper cuttings, videos, fund-raising materials, pamphlets, brochure, or other items which illustrate its work
and
purposes.
If
you
would
like any
of this information
to be made available
to
the public, you
should
clearly label
the
materials accordingly.
n a
a14
. )
Political activities
A
Does the organization intend to undertake any political activities (e.g., letter-writing campaigns, public rallies, meetings with elected officials) to
achieve its purposes?
D
Yes No (go
to 015
B
If yes describe these activities in detail.
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Part Information about the activities ofthe applicant conh:i)
.
c
How do these activities help to achieve the organization s purposes?
D
Give the approximate percentage of the organization s total human, financial, and physical resources that it will devote to its political activities.
Human resources
Financial resources
Physical resources
a i ~ Occasional fund-raising
_ -- Does the organization intend to have occasional fund-raising events, such as auctions, concerts, r bingos?
D
Yes No go to
016
If yes briefly describe these events, indicate how many times a year the organization will hold each event, and estimate the percentage of the people
involved who will be volunteers.
g1{
Regular fund-raising
Does the organization intend to develop a program for soliciting donations (e.g., through an ongoing mail campaign)? Or will it sell goods on a regular
basis (e.g., videos r used clothing)? Or does the organization plan to raise funds through regular events such as weekly bingos, r charge fees on a
regular basis for its services (e.g., tuition
r
counselling)?
D
Yes
No go to 017
If yes provide details about any donor development program, describe the kinds of goods and services that the organization intends
to
sell or provide
on a continuing basis, and estimate the percentage of the people involved
n
these regular fund-raising activities who will be volunteers.
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Part s _:Financial information
7
17
Next complete fiscal period:
2006/01/01
to
2006/12/31
Year Month ay Year Month Day
n
the following section, you have to develop a proposed budget r estimate of receipts and disbursements and a list o f anticipated assets
and liabilities for the organization s next complete fiscal period.
All
applicants both those already operating and those not yet operating)
must complete this section. Organizations which have been
in
operation for over a year must also attach financial statements (see question 23).
Proposed Budget for the next complete fiscal period
Receipts and disbursements
A Receipts
Gifts from individuals
Gifts from corporations and businesses (provide name if known)
Gifts from other registered charities (provide name if known)
The Chawkers
Foundat ion
The Metca l f Foundat ion
118937010RR0001)
Fundraising activities carried on by the organization itself not already
Included above.
Fundraising activities carried on through other organizations not
already included above. Copies of any proposed or existing
contracts should be attached.
Government grants or contracts
Describe receipts from any other sources of income not already
Included above
Total estimated receipts from all sources
(Add lines 001-007)
Indicate the total (gross) dollar amounts r NI
(Record amounts once only)
1
75 000 .00
2
3 2 0 0 0 0 0 0 . 0 0
4
5
D
Attached
6
7
12 2 0 7 5 0 0 0 . 0 0
D NI
NI
D
NI
NI
NI
NI
NIA
NI
D NI
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Part
5 -
Financialinforrriation (cont d)
B
Disbursements
Charitable programs
(Please identify program and approximate amount)
See Appendix A
Gifts to
qualified donees
(identify recipient, and registration number
where applicable)
Fundraising activities carried on by the organization itself
Fundraising activities carried on by other organizations on the
charity s behalf (provide name
o
fundraising organization)
Management and administration
Remuneration and benefits not already included
Accounting and legal services
Occupancy costs not already included
Supplies and equipment not alre;idy included
Printing, publications not already Included (describe)
Social events not already Included (describe)
Other disbursements (describe)
Total estimated disbursements
(Add lines 013 to 023)
8
13 1 800 000 .00
D
N/A
14
N/A
15
N/A
16
N/A
17
60 000.00
D
N/A
18
10 000.00
D
N/A
19
7 250.00
D
N/A
2
N/A
21
3 000.00
D
N/A
22
N/A
23
N/A
29 1 880 250 .00
D N/A
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Part 5 - Financial information (cont d)
9
C. Foreign disbursements
Will any of the organization s disbursements accounted for in Part B above be used for programs outside Canada?
D Yes
No go to 0170
If yes list the locations and the amounts to be spent in each location.
Location Amount
Assets and liabilities
D. Assets
Cash on hand or in bank accounts
3
194 750.00
D N/A
Investments
(e.g., bonds, stocks, guaranteed term deposits)
31
N/A
Fixed assets
specify-
e.g., equipment, land, buildings, vehicles, inventory)
32
N/A
Total assets
35
194 750.00
(Add lines
030-032
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Part 5 Financial information (cont d)
E
Liabilities
Mortgages, loans, and notes payable specify)
36
NI
Other amounts payable specify)
37
NI
Total liabilities
4
Add lines 036 and 037)
al Financial transactions wit directors/trustees, founders, etc.
Has the organization entered into or does it propose to enter into) financial, real estate,
or
other transactions with a director/trustee, founder,
member, employee,
or
with anyone
or
any organization related to these people?
D
Yes
No go to 019)
If
yes
provide details.
1
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Part Confidential information
11
19
Business address
or
physical location
of
organization
D
Same as mailing address
05)
or:
number, street, room, floor
or
suite no., lot no., concession)
city
or
town, province, and postal code)
phone number) fax number)
029_
Physical
location of books and records
-
D
Same as mailing address
05)
or
D
Same as business address 019)
or:
number, street, room, floor
or
suite no., lot no., concession)
city
or
town, province, and postal code)
phone number)
fax number)
Mi:
Authorized
Representative/Contact Person
:
- '
Name: Kenneth
Alexander
Full mailing address:
number, street, room, floor or suite no., lot no., concession)
city
or
town, province, and postal code)
phone number)
fax number)
q22
:
Confidential information
about
directors/trustees
Directorffrustee i Name:
Kenneth Alexander
Complete home address:
number, street, room, floor
or
suite no., R.R.
city
or
town, province, and postal code)
4
phone number)
Occupation/line of work:
Directorffrustee ii Name:
James
O R e i l ly
Complete home address:
number, street, room, floor or suite no., R.R.
city
or
town, province, and postal code)
phone number)
Occupation/line of work:
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Part 6- Confidential information (cont d)
2
Directorfrrustee iii) Name:
ane t olberg
Complete home address:
number, street, room, floor
or
suite no., R.R.)
city
or
town, province, and postal code)
phone number)
Occupation/line of work:
Directorfrrustee iv) Name:
Complete home address:
number, street, room, floor or suite no., R.R.)
city or town, province, and postal code)
phone number)
Occupation/line
of
work:
Directorfrrustee v Name:
Complete home address:
number, street, room, floor or suite no., R.R.)
city
or
town, province, and postal code)
phone number)
Occupation/lineof work:
Directorfrrustee vi) Name:
Complete hom address:
number, street, room, floor
or
suite no., R.R.)
city
or
town, province, and postal code)
phone number)
Occupation/lineof work:
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Part Confidential
infC>rriiatiorqcont d)
Director ffrustee vii) Name:
Complete home address:
number, street, room, floor
r
suite no., R.R.)
city or town, province, and postal code)
phone number)
Occupation/line of work:
Directorff rustee viii) Name:
Complete home address:
number, street, room, floor or suite no., R.R.)
city
r
town, province, and postal code)
phone number)
Occupation/line of work:
Directorffrustee ix Name:
Complete home address:
number, street, room, floor r suite no., R.R.)
city or town, province, and postal code)
phone number)
Occupation/line of work:
Directorffrustee
x
Name:
Complete home address:
number, street, room, floor r suite no., R.R.)
city r town, province, and postal code)
phone number)
Occupation/line of work:
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Part 6 - Confidential information (cont d)
Directorffrustee
xi
Name:
Complete home address:
(number, street, room, floor or suite no., R.R.
(city or town, province, and postal code)
(phone number)
Occupation/line of work:
023
Financial statements
If the organization has been operating for over a year, attach a separate copy of its most recent financial statements.
0
Included
N/A
Pa rt
7_:
Certifipation and Final Steps
.
.
.
. _
Enclosure checklist
Have you included:
0 the parent organization s certificate, if applicable (see Q9)?
4
a copy of the governing document accompanied, i f applicable, by a copy of all amendments (see
Q1 OA ?
If the organization is not incorporated
remember to have a copy of a constitution or trust deed signed by three current directors/trustees (see Q10B).
D
D
D
a certificate of good standing, if applicable (see Q10A.1)?
a copy of the by-laws, if any (see Q10C)?
a detailed account of activities (see Q13A)?
a copy of minutes, newspaper cuttings, pamphlets, fund-raising materials, etc. (see 0138 ?
a copy
of
the latest financial statements, if applicable (see Q23)?
CERTIFICATION
(to be completed
by
two persons authorized to sign on behalf of th organization)
I certify that the information given on this form and in all attached documentation is, to the best of
my
knowledge, correct and complete.
Signature
Name (please print)
Position within organization
Date signed
2005 11 14 2005 11 14
ONCE COMPLETED THIS APPLICATION SHOULD BE MAILED TO:
CHARITIES DIRECTORATE
CANADA CUSTOMS AND REVENUE AGENCY
OTTAWA ON K1A OLS
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APPENDIX A
ADDITIONAL ANSWERS
Question 3A Activities
I OBJECTS OF THE FOUNDATION
The objects of the Foundation are as follows:
The objects
of
the Corporation are:
1 To receive and maintain a fund or funds and to use, apply,
give, devote or distribute from time to time all or part of the fund
or funds and/or the income therefrom for such purposes listed in
paragraph 2 as are in law exclusively charitable, including carrying
out its own charitable activities and making grants and donations to
such organizations, associations, corporations or trusts
as
are
registered charities
or
qualified donees under the
ncome Tax ct
Canada).
2
The purposes mentioned in paragraph 1 are as follows:
i) The advancement
of
education by promoting and
publishing a magazine devoted to the dissemination
of
literary
non-fiction and fiction writing of the highest possible quality to the
reading public;
ii)
The advancement
of
education by the promotion,
publication and dissemination
to
the public
of
educational material
on topics within the social sciences, arts and humanities, and
natural sciences disciplines;
iii) To provide a forum for writing by promoting, supporting,
and publishing good quality works by Canadian authors;
iv) The advancement of education by promoting the
development
of
writing in Canada by supporting the education of
editors and critics
of
literary non fiction and fiction writing through
the establishment and operation
of
internship programs for editors
and critics;
v) The advancement
of
education by promoting and
publishing informed and constructive dialogue on matters
of
current public policy interest among scholars, informed
commentators, leaders in the government, business, professional,
voluntary and arts sectors, and members
of
the reading public;
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(vi) The advancement of education by organizing and holding
conferences, seminars and workshops open to interested
participants on social, economic, cultural and historical issues
relating to Canada and its role in the world; and,
(vii) The advancement of education through the promotion of
literacy and reading in Canadian youth.
THE CH RIT BLE MISSION OF THE FOUND TION
The Foundation s committed to supporting and expanding letters - i.e., writing for the sake
of
writing - and the liberal arts in Canada by promoting and publishing fiction writing of a high
literary quality and literary non-fiction writing that is factual, informative and based on sound
research of an appropriate level and nature, and to ensuring that this writing is accessible to and
is valued by the reading public of all ages in Canada. The Foundation s educational mission is
thus to provide opportunities for Canadian writers and academics to write and publish and for the
Canadian reading public to read on matters of public interest and of literary significance.
The educational objects
of
the Foundation divide into a content or research component and an
outreach or communication component.
The Foundation s content or research interests include:
Canadian public policy in the areas of education, health care, the environment,
international affairs and Canada s position in the world, governance, immigration, etc;
the social sciences including sociology, anthropology, demographic studies, politics,
communications, and the media;
the humanities and arts including philosophy, history, literature, languages, and the
plastic and performing arts;
the natural sciences; and,
instrumental knowledge and technology.
n
some instances the Foundation will conduct or support original research.
n
other instances,
the Foundation s efforts will
e
to render existing academic research accessible to the reading
public.
The Foundation s outreach or communication strategies include:
publication
of
he Walrus magazine; and,
semi-annual conferences on matters
of
Canadian public policy;
2
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a minimum of four workshops per year open t all would-be Canadian contributors t
he Walrus
magazine (both veteran and aspiring) on investigative journalism, the
long-form essay, embedding research in narrative forms, Canada in the world, etc.;
two annual one-day seminars on the media in the modem world;
annual fiction book prize
of
$10,000 for best first novel;
annual non-fiction book prize of $10,000 for best work of non-fiction
of
a
non-biographical nature;
The Walrus Bookshelf, a literary event held annually in 12 Canadian cities for local
high school educators, featuring (at each event) four Canadian authors, and distributing
(at each event) 2,000 books t
e
given t graduating high school students as gifts;
Walrus Foundation University Student Essay Contest comprising three prizes - gold,
$1,000; silver, $500; bronze, $250;
two annual debates featuring two interlocutors on subjects
of
importance
t
Canadians;
editorial, critical and art internship programs with
he Walrus
magazine.
The ideas marketplace in print and long-form essays in Canada is currently overwhelmingly
dominated by American periodicals distributing widely in Canada. The Foundation, therefore,
has a special commitment t fostering the growth
of
long-form writing in Canada of a literary
non-fiction nature by Canadian writers and academics. It further believes that the terrain for
such research and writing should not be restricted to the local - i.e., restricted
t
reflecting
Canada back t Canadians; that a trained Canadian perspective has much
t
offer the world; and
that Canadian citizens are in need of perspectives on global matters researched and explicated by
Canadian writers and academics. Therefore, the Foundation is committed
t
sponsoring
Canadian writers and aqtdemics pursuing ideas both in Canada and outside
of
Canada.
The Foundation's educational mission is t bridge the divide between the university and wider
research communities (such as, for example, and
the Perimeter Institute) on the one hand, and the reading public, on the other. The Foundation
will achieve this objective through various means
of
outreach and public dissemination, such as
conferences, seminars, public debates, and,
on
a monthly basis, publishing the Walrus magazine
(described further below).
The programs of the Foundation will e overseen by a Program Director/Editor who will e
employed exclusively
y
the Foundation to formulate and pursue a content and outreach agenda
for the Foundation that is determined y the board of directors.
3
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III GOVERN NCE OF THE FOUND TION
The board of directors of the Foundation will be composed of between ten (10) and fifteen (15)
directors. In the first several years of the Foundation s operation, the Foundation s governance
model will be a self-perpetuating board. As the governance of the Foundation develops, the
board, through its nominations committee, will develop criteria for board membership with a
view to ensuring that the board is composed of individuals who are administratively capable
of
leading the Foundation in the execution of its mission and who are committed to the realization
of
the objects of the Foundation. All of the following individuals have been approached and
have expressed a genuine interest in serving as members
of
the board
of
directors of the
Foundation:
Earl Berger
Marina Glogovac
Allan Gregg
Margaret Grottenthaler
David Harrison
Gerald Lazare
Jack Shapiro
Janet Solberg
The Foundation will form alliances and partnerships, on a project or long-term basis, with other
registered charities that carry on activities that are the same as or that are similar to the activities
of
the Foundation. Depending on the relationships established and other circumstances, in
several years time, the other registered charities may seek and e granted representation on the
Foundation s board.
In several years time, the board of the Foundation will consider adopting an amendment
to
the
Foundation s by-laws to admit to membership of the Foundation members of the general public
who are interested in the objects of the Foundation. However, it is unlikely that public
membership will have any voting rights. The Foundation expects to continue the
self-perpetuating board model of governance for the long-term.
In addition
to
discharging their fiduciary responsibilities
to
the foundation the board of directors
of
the Foundation will engage in such activities
as
deciding on topics for and participants at two annual conferences on matters of Canadian
public policy;
4
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deciding on topics for and participants at two annual one-day seminars on the media in
the modem world;
deciding on the design of Foundation's annual fiction book prize ($10,000 for best first
novel) and on the appointment of the selection committee for this prize;
deciding on the design
of
Foundation's annual non-fiction book prize ($10,000 for best
work of non-fiction of a non-biographical nature) and on the appointment of the
selection committee for this prize;
deciding on the design and implementation of The W alms Bookshel f' -- a literary event
held annually in 12 Canadian cities for local high school educators, featuring (at each
event) four Canadian authors, and distributing (at each event) 2,000 books to be given
t
graduating high school students as gifts;
deciding on the design and implementation of the annual Walrus Foundation University
Student Essay Contest (three prizes - gold, $1,000; silver, $500; bronze, $250);
deciding on the design and implementation
of
two annual nightly debates featuring two
interlocutors on subjects of importance to Canadians;
assisting with the direction of the editorial policy for he Walrus magazine, the main
public organ of the Foundation; and,
deciding on the design and implementation of the editorial and art internship program
of
he Walrus
magazine.
IV CHARITABLE PROGRAMS, PROJE TS AND ACTIVITIES
OF THE
FOUNDATION
A The Role
of
he_
Walrus
magazine in the Foundation's Educational Mission
1 Mission of
he Walrus
The formal mission of
he Walrus
is as follows:
The mission of
he Walrus
is to be a general interest magazine
devoted exclusively to research-based literary non-fiction, fiction,
poetry and art of the highest possible educational, literary and
aesthetic value for the benefit
of
the broader reading public in
Canada.
2 Editorial Policy of
he Walrus
The General Editorial Policy of he Walrus is
as
follows:
5
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The editorial policy
of
The Walrus magazine is to explore ideas and issues, and to
elevate public discourse on matters of importance to Canadians by publishing essays,
articles, and reviews based on facts and research.
The Walrus will not publish personality profiles (but can publish short character portraits
within a particular essay --
as
a vehicle
to
a broader idea).
The Walrus will not engage in service journalism. t will not publish articles on things or
consumer items, or provide lists of recommendations, etc.
The Walrus will not publish advertorial content and will ensure complete independence
of
editorial content from advertising.
The Walrus will provide a depth of analysis beyond news reporting, and will not publish
news items or wire stories.
The Walrus
will ensure that its contributors, both freelance writers and academics,
understand and execute the protocols of research and fact-based essay writing. These
protocols include searches
of
existing literature, interviewing techniques, records
of
observations, detailed note-taking, etc.
The Walrus staff will conduct its own literature searches and communicate the results
of
these searches to potential contributors prior to an assignment.
The Walrus will adhere to an educational content versus other, including advertising
ratio of at least 70:30.
The Walrus will publish poetry y Canadian poets in each and every issue, and will
publish literature in the form of short stories or memoirs in at least eight issues per year.
The Walrus will vnsure that at least 80
of
the editorial and art content in the magazine
is provided by Canadian writers and artists.
All articles appearing in The Walrus short and long and including those
of
an opinion
nature, will be based on primary and/or secondary research, and the Foundation will keep
on file the results
of
all literature searches. All material published in the magazine
(including letters to the editor, display copy, and fiction) will be rigorously checked for
facts, and the results
of
fact checking will also kept on file.
All art (including illustrations, drawings, photography, and cartoons) that accompanies
editorial content will be based on a full understanding of that content. That is, all artists
interested in collaborating with
The Walrus
on a particular essay, article, or review must
demonstrate that they have read, understood, and show a capacity for providing parallel
visual narratives of the editorial content under consideration.
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3 Editorial Control of the Educational Content of he Walrus
he Walrus is a project
of
Foundation and,
as
such, the magazine must continuously reflect the
educational objects
of
the Foundation.
To
ensure compliance in this regard the board
of
directors
of
the Foundation will appoint a standing committee
of
the board
of
directors called the
Educational Review Committee (ERC). The ERC will be chaired by a director and its
membership will be composed
of
academics who will report
to
the board
of
directors
of
the
Foundation but otherwise be independent
of
it. The ERC will base its findings on the objects
of
the Foundation and on pre-established educational criteria agreed upon by the Foundation and
the Charities Directorate
of
the Canada Revenue Agency and consistent with educational
standards for magazines vis-a-vis Canadian charity law,
as
described in the Canada Revenue
Agency document Magazines and Education ,
as
follows:
The Income Tax Act requires that a charity devote its resources to
exclusively charitable activities. The CR accepts that registered
charities can achieve a recognized charitable purpose through the
use, creation, publication and distribution of magazines. However,
in order to be considered an acceptable charitable activity, the
contents
of
that publication must be charitable in the sense
understood by charity law.
The specific test
to
be applied is that,
to
demonstrate a publication
is charitable, the content
of
the magazine must be substantially all
charitable - generally interpreted to mean at least 90%.
Administratively this allows for certain content (non-educational
articles, advertising, games etc.) which, while not charitable in and
of
itself, is ancillary and incidental to the main charitable purpose.
Education:
The defin.ition
of
education,
as
it corresponds to charity law, is
drawn from the decisions
of
the courts. To advance education in
the charitable sense means:
training the mind;
advancing the knowledge or abilities of the recipient;
raising the artistic taste
of
the community; or
improving a useful branch of human knowledge through
research.
The Supreme Court
of
Canada set out a number
of
criteria to
determine whether a purpose or activity is charitable:
There must be structure and a genuinely educational
purpose
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There must be a teaching or learning component
There must be a legitimate, targeted attempt
to
educate
others (simply providing an opportunity for people to educate
themselves, such s by making available materials with which this
might be accomplished but need not be, is not enough.)
Finally, although the decision o the Supreme Court extended the
definition o
education beyond traditional academic subjects, to
include teaching practical topics and skills, such
s
necessary life
skills or providing information to a specific practical end, the
knowledge being conveyed must be useful knowledge (i.e., in the
sense that its acquisition by the individual provides a special
benefit to the community).
Application
Non- artistic pieces
Whether the content o a publication is educational must be
determined by n examination o the material on a case-by-case
basis. Applying the comments o the Supreme Court o Canada to
educational magazines, the CRA would expect that:
The article presents a topic or subject
o
use
or
o
significant value to the public;
o Articles on subjects o dubious useful or practical
value are not considered educational (e.g., articles on junk,
celebrity profiles)
The purpose o the article must be to educate the reader -
generally by presenting a topic and providing a serious, thorough,
and structured analysis;
o Generally light-hearted or humour pieces do not
qualify s the purpose o these is to entertain and not
educate. Nor
do
these involve a serious or thorough
analysis o an issue.
o Articles that present only n author's opinion do not
qualify s educational. Conclusions may be drawn
provided these are based on a logical, well-reasoned and
balanced presentation
o
an issue.
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o Articles that simply present information and facts
without additional argument, explanation and analysis lack
the teaching and learning component prescribed by the
Supreme Court.
o Articles which simply tell a story - e.g., an author
recanting a personal experience or life event - do not
qualify. While these may involve an exploration of an
idea these lack the genuine educational purpose required
by the courts, not are they structured to teach or raise the
knowledge and abilities of the recipients.
The article should be thorough, well-researched, well-
supported and unbiased
o Articles on a particular subject should provide a full
analysis of a subject. Articles which are topical or
entertaining but light on educational content will not
qualify.
o Articles should involve research drawn from
academic sources
competing
research where relevant to
present a well-rounded discussion. Wherever possible, the
sources associated with research should be cited within the
publication.
o As above, while an article may involve a conclusion
drawn from a reasoned analysis and balance presentation of
material facts, it must be generally free from significant
bias. Articles which present serious bias on a topic (i.e., by
presenting a conclusion and presenting facts to substantiate
these) will not qualify.
o Wherever possible, the author presenting on
a
substantive topic should be an individual experienced
within that field.
Artistic pieces
The notion that exposing the public to works of high artistic caliber
is educational is derived from a series of common law cases -
notably the Royal Choral Society case. In that case, the court held
that:
If the people who are providing the performance are really
genuinely confining their objects to the promotion of
aesthetic education by presenting works of a particular
kind, or up to a particular standard, this is just s much
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education (and, in fact, having regard to the subject-matter
the best available method of education) s teaching or
lecturing a class, or anything of that kind
In this regard, where a magazine proposes to raise the aesthetic
tastes
of
the public, the following criteria should be used:
The content must either (1) deal with a particular
recognized form
of
high-end art (e.g., the article is written about
particular art such as painting, poetry, music, literature), or (2)
must present a display
of
a recognized form
of
art;
o Just because an endeavor is artistic in the loose
sense, does not mean
it
is
of
sufficient cultural value
to
be
considered educational.
o Reviews of arts and entertainment more generally
would not be acceptable. For example, reviews of
Hollywood blockbusters , television, modem music
trends, video games etc. would not be charitable.
The art presented must be
of
such a significantly high-
caliber
s to
be considered educational;
o The courts (and therefore the CRA) do not consider
that all art is of sufficient quality to be considered
educational.
n
this regard, any art presented should be
vetted through experts within a particular field.
o With respect
to
writings, the piece presented must
be
of
significant value - either due to its literary
or
historic
value. The purpose
of
the piece must be to expose the
reader to high quality artistic literature. he CRA does not
consider articles, essays, etc. educational simply because
they are well-written.
These same criteria and educational standards for magazines vis-a-vis Canadian charity law will
be supplied to all
of
he Walrus contributors.
All parties involved - that is, reviewers, contributors, and academic advisors - recognize that
he Walrus is a magazine for sophisticated readers and the general public, and that its form and
structure will vary from that of an academic journal. So, for the sake of clarity, in addition to the
educational criteria and educational standards for magazines vis-a-vis Canadian charity law, all
instructional information to reviewers, contributors, and academic advisors will also contain the
following:
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Magazine articles in The Walrus must engage and inform the
reader and provide him/her with a learning experience. They
should evoke thoughtful consideration. Research, facts, and
arguments can
e
presented formally, but can also be embedded in
narratives and in a sense of time and/or place. Characters can be
explored but not
as
ends in themselves; rather, when described,
characters must be used as entry points toward larger issues and
ideas. The content of each article, essay, review, etc. must be
meaningful, relevant, and useful from a social, political, cultural,
and/or scientific perspective. All articles must also strive for
excellence in written communication.
The ERC will be principally responsible for ensuring that the editorial content of The Walrus
magazine achieves a minimum standard of 70 percent educational content, and no more than 30
percent non-educational content, including advertising. The ERC will be answerable to the board
of
directors
of
the Foundation, and will consistently report its findings
to it
(i.e., beginning with
the March 2006 issue ] and on all subsequent issues of the magazine). In the event
of
non
compliance by the editor
of The Walrus
who is responsible for editorial and art direction, the
board
of
directors, in turn, must take appropriate action. This action could result in the edi tor's
dismissal.
This 70/30 ratio can be averaged out over the course of a full year's magazine production
schedule. In the case of The Walrus this amounts to ten issues. Achieving this outcome is a
condition for the inclusion of The Walrus as a project of the Foundation and of the charitable
registration
of
the Foundation.
The ERC will be comprised
of
no fewer than four academics chosen from a variety
of
academic
disciplines. As the ERC members will
e
privy to editorial content destined to appear in
The
Walrus each member must sign a non-disclosure agreement which protects The Walrus and its
contributors from any leaks
of
information vis-a-vis editorial content. The editorial content
information
to
which the ERC members will be privy includes: editorial line-ups for upcoming
issues; assignment letters to contributors (which include rationales for the topic chosen and
reasons why the contributor in question is ideally suited
to
execute the article or essay in
question); literature search results; and actual articles, essays, reviews, etc.
In addition to the ERC, and to assist the editor vis-a-vis educational content, the magazine will
begin immediately
to
accumulate a roster of academics covering numerous disciplines, and to
which the editor(s) can seek counsel on a variety of ideas which, based partly on the received
wisdom and knowledge of these academic advisers, may germinate into assigned stories. This
group will be separate and independent from the ERC, but will, nonetheless, assist the magazine
in achieving its goal of maximizing educational content. In the event of a story assignment, the
views expressed by the academics (and, when possible, the contact information) will be shared
with the contracted writer.
By the March 2006 issue of
The Walrus
(sent
to
press on January 10, 2006) the work
of
the ERC
will be formative: i.e., for this and all subsequent issues
of
the magazine, the ERC will have the
responsibility of vetting all new proposed editorial content (i.e., all assignments dated from
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December 1 2005) and insisting on certain types of direction. In addition, and to further ensure
that the 70/30 educational-to-non-educational ratio is achieved and honoured, beginning on
December
1
2005 and for the March 2006 issue (and all subsequent issues), all contributors will
receive a contract which outlines the educational criteria. Beginning on November 7, 2005, all
contributors already contracted to write articles, essays, reviews, etc., for The Walrus will be
alerted
to
the educational criteria
of
the magazine.
The principal task
of
the ERC is to ensure that
The Walrus
is predominantly educational; that its
editorial content is devoid of gratuitous articles; and, in general, that the magazine forwards the
Foundation's mandate of elevating public discourse on matters of importance to Canadians. As
such, over and above the prescriptive directives regularly sent by the
ER
to the editor
on
particular proposed articles, essays, reviews, etc., beginning with the March 2006 issue (and on
all subsequent issues) the ERC will have an additional role
of
reviewing each issue
of
the
magazine retrospectively.
B Other ctivities of the Foundation
1. Conferences and Seminars
In November, 2003, the Foundation hosted a one-night conference at Massey College, University
of Toronto. The conference title was The Current State of Russia and the featured speakers
were Rodney Irwin (former Canadian ambassador to Russia), David Satter (author of
The Rise
o
the Russian Criminal State , and Paul Webster (author of Are We Rearming Russia, a feature
length article which appeared in the November/December issue of The Walrus magazine.
The Foundation will host similar conferences or seminars several times per year.
Conferences themes will be selected by the board of directors of the Foundation in consultation
with the Advisory Council and with other individuals selected or approached on an ad hoc basis.
Topics currently under consideration include:
Nature vs. Nurture and the Origin of Emotions
Rethinking Multiculturalism in an Age
of
Mass Migration
Parliamentary Democracy and The Charter
The Right of Industrialization by Developing Economies
Visualization and Mathematics: How to Learn a Natural Language
Film
as Text: Breakthroughs in Canadian Documentary Filmmaking
Peopling the North: Canadian Sovereignty and Moving Beyond the 49th Parallel
Wagging the Dog: Canada as an Evolving Middle Power
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Poetry, the Spoken Word, and Wilderness Voices
The Internet and Self Publishing: Vanity Press or True Democracy?
Hamstrung Municipalities: Reconfiguring the Division
of
Powers
Democracy and Media Consolidation
History and the Art of Conversation
Proposed keynote speakers include , , ,
, , , , ,
, , , and
2. Literacy and Young Canadians
The Foundation will foster literacy and book appreciation, especially among young Canadians,
recognize and reward teacher contributions to education, and assist Canadian book publishing.
With the primary purpose of helping young readers build their own personal libraries, the
Foundation will host literary evenings in 12 Canadian cities from coast to coast.
In
March and
April, 2004, these evenings were held
in
9 cities (St.
John s,
Halifax, Montreal, Ottawa, Toronto,
Winnipeg, Calgary, Edmonton, and Vancouver.) At each event, the audience is composed of 100
local area high school teachers specifically invited in recognition of their dedicated service. The
teachers listen to readings
by
four Canadian authors.
At
the
end
of the evenings, all participating
teachers receive a box of 20 books 5 copies of 4 titles). These 20 books are then distributed to
deserving graduating high school students as gifts from their schools.
In 2004, 18,720 books were so distributed. In 2005, the program was expanded to 12 cities, and
24,960 books were distributed. Annually, both fiction and non-fiction books will be distributed,
and the books will be from small, medium, and large publishing houses. While the primary
purpose of he Walrus Bookshelf is to help young readers build their own personal libraries, the
program also rewards hard-working teachers, and gives Canadian book publishing a significant
and necessary shot in the arm.
n addition,
to
give students access to authors, the Foundation intends to establish Web site-based
interactive dialogues between Canadian novelists and non-fiction writers and groups of students
who received their books.
3. Training
There is no doubt that Canadian schools of journalism are doing an excellent job teaching the
theoretical underpinnings
of
journalistic practice. However, practical on-site training
of
the next
generation
of
editors and art directors is essential for the on-going health
of
Canadian publishing.
To this end, the Foundation will finance four editorial interns and one art intern working at
he
Walrus magazine on six-month rotations. Already, four full rotations of interns have worked at
The Walrus. These interns have been involved in every facet of the magazine s operation. In
parallel editing (one-on-one) with experienced editors they are taken through all the stages
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(assignment, conceptual edit, structural edit, line edit, and copy edit) on numerous articles
appearing in each issue of the magazine. It is intense training. The interns also gain experience
s researchers, outlook editors, fact checkers, and are instructed on the publishing side
(circulation, promotion, newsstand distribution, etc.,) of magazines.
To complement the daily training and
to
ensure that the interns receive the broadest education
possible, bi-monthly workshops are also part of the program. A sampling of workshops (for past
and present interns) includes: Julian Porter, one
of
Canada's foremost experts on libel law;
Cynthia Good (former editor of Penguin Canada) on editing fiction; Rita Leistner on her
experiences s an embedded journalist in Iraq; Keith Oatley, Professor of Psychology at the
University of Toronto and award-winning novelist, on a historical perspective on the
development of character in literature; Greg Keilty,
M
Group,
on
magazine circulation;
Bernadette Kuncevicus, Ryerson University, held 6 seminars on copy-editing; Ira Basen,
Canadian Broadcasting Corporation, on the spindustry; Clifford Kraus, New Yark Times
correspondent in Canada, on covering Canada; David Berlin, founding editor-in-chief of The
Walrus on key aspects
of
elevated journalistic and literary essays; all of the editors and
publishers of the magazine have also conducted workshops.
Unlike most magazines, where interns are either not paid or paid only a very small sum (and can
therefore only
be
selected from the publishing city), the Foundation wishes to ensure equality of
opportunity to intern candidates from across Canada. To do so, its internship programs must
provide a living wage.
The absence of a Canadian journal or magazine devoted
to
long-form publishing, and devoted to
rendering academic research accessible to a broad base
of
Canadian readers, means that The
Walrus as an agent of the Foundation, must instruct and train potential contributors on
research-based literary non-fiction writing. Both the magazine and the Foundation are
committed
to
this effort, and, in time, the result will be a class of writers and academics capable
of producing long-form essays (4,000-10,000 words) that compete favourably with the very best
of
foreign offerings.
Question 7 B Disbursements
The disbursements
of
the Foundation will be s follows:
The Walrus Magazine $1,000,000
Internship program $400,000
Other programs
of
the Foundation $400,000
G&C Client - 790811 v2
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APPENDIX B
1.
Application for Supplementary Letters Patent for The Walrus Foundation.*
2. By-law No. 2 of The Walrus Foundation, amending By-law No. 1.
3. Budget for The Walrus Magazine Inc. for the year ending December 31, 2005.*
* These items will be submitted to CRA in due course. All o the proposed amendments are
described in the covering memorandum from David Stevens dated October 15, 2005.
G C 790812
vi
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PPENDIX
C
LETTERS DESCRIBING THE IMPORT NCE OF TH M G ZINE
G C 790813
vl
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Industry anada
anada
orporations Act
lndustrie anada
Loi sur les
corporationscanadlennes
C N D
SUPPLEMENTARY LETTERS PATENT
issued
to
THE
WALRUS FOUNDATION
r
I
The
Minister of Industry
by
vir tue of the
powers
vested in
him by
the
Canada
Corporations
Ac t does hereby vary
the
objects
of the
corporation
as
provided
in BY LAW N0.2
t the
sa id
Corporation
a copy of
which is annexed hereto to
form
part of
these presents.
Date of
Supplementary
Letters
Patent
February 3.
2006
GIVEN
under the seal o : off ice of the Minister oC Industry.
for the Ministe
r
of
Industry
File Number: 413536
-9
anada
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BY LAWN0.2
A by-law to amend the provisions
of
the Letters Patent
and to authorize application for the issuance of
Supplementary Letters Patent
to
confirm the same
BE
IT
ENACTED and it is hereby enacted as By-law No. 2 of THE WALRUS FOUNDATION
(herein called the
Corporation )
as follows:
I. Subject
to
confirmation by Supplementary Letters Patent, Part Ill
of
the Letters Patent
concerning the objects, which presently reads as follows:
The object of the Corporation
is
to advance education by:
I. organizing and sponsoring conferences, seminars and workshops on social,
economic, cultural. and historical issues related to Canada and its role in the
world;
2. conducting research for the benefit of the public into social, economic, cultural,
and historical issues related to Canada and its role internationally; and
3. providing scholarships and bursaries to writers and thinkers for the purpose
of
researching social economic, cultural, and histcincal issues related to Canada and
its role n t ~ r n t o n l l y
is
deleted and replaced by the following which reads as follows:
The ,objects of the.Corporation are:
1. To receive and maintain a fund
or
fu_nds and to use, appiy, give, devote or
distribute from time to time all
or
part
of
the fund
or
funds and/or the income
therefrom for such purposes listed in paragraph 2 as are in law exclusively
charitable,including carrying out its own charitable activities and making grants
and donations to such organizations, associations, corporations or trusts as are
registered charities or qualified donees under the
ncome Tax
ct (Canada).
2. The purposes mentioned
in paragraph I are as follows :
(a) The advancement
of
education by promoting and publishing a magazine
devoted to the dissemination
of
literary non-fiction and .fiction writing
of
the highest possible quality to the reading public;
(b) The advancement
of
education
y
the promotion, publication and
dissemination to the public
of
educational material on topics within the
social sciences, arts and humanities, and natural sciences disciplines;
G C
Cli
ent - 887375 \' l Foundation
Supplcmcn
:ary Letters J> enl and
Oy-l..aws
.doc
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-
2.
3.
(c)
(d)
e)
(f)
g)
.
To provide a forum fo r writing by promoting, supporting, and publishing
good quality works
by
Canadian authors;
The
advancement
of
education
by
promoting
the
development
of
writing
in Canada
by
supporting the education of editors and critics
of
literary non
fiction and fiction writing through the establishment
and
operation
of
internship programs for editors and critics;
The
advancement
of
education
by
promoting and publishing informed
and
constructive dialogue on matters
of
current public policy interest among
scholars, informed commentators, leaders in the govcmment, business,
professional, voluntary and arts sectors, and members o f the reading
public;
The
advancement
of
education by organizing and holding conferences,
seminars and workshops open to interested participants on social,
economic, cultural and historical issues relating to Canada and its role in
the world; and
The advancement
of
education through the promotion of literacy and
reading in Canadian youth.
The
Corporation is authorized to make application to
the
Minister
of
Industry Canada for
the issue
of
Supplementary Letters Patent confirming this by-law insofar as It relates to
amending the provisions
of the Letters Patent.
That any director or officer of the Corporation
be
hereby authorized and directed to
execute
on behalfof
the Corporation under its corporate seal or otherwise, all documents
in such form and with such additions, deletions or variations thereon as the said signing
officer may approve, such approval to
be
conclusively evidenced
by
his execution
of
the
said documents
and
to do
all
things necessary
or
desirable for the
due
carrying
out of
the
foregoing.
I HE REBY CE
RTIFY
that the foregoing is a true and correct copy
of
By-law No. 2, which by-
law
was
en:icted
by
the directors
on
December 12, 2005 and sanctioned
by
a vote
of
not less than
two-thirds (2/3
of
the members present at a special general meeting of the Corporation held on
December 12 2005, which by-law is still in full force and effec t, unamended.
DA
TED
the
; ,..
day
of
January, 2006.
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Industry Canada
Canada
Corporations ct
lndustrie Canada
Loi sur les
corporations canadiennes
C N D
LETTERS P TENT
WHERE S an appl icat ion
has
been f i led to incorporate
a
corporat ion
under
the
name
THE
W LRUS
FOUND TION
THEREF
ORE
the Minister
of Industry by vir tue of the
powers
vested
in
him by
the
anada
Corporations Act
const i tutes the
appl icants
and such
persons as
may hereafter become members
in
the corporat ion
hereby
created
a
body
corporate
and
pol i t i c
in accordance with
the
provisions
of
the
said Act. A copy
of the said
application
i s
attached hereto and
forms
par t
hereof.
Date
of Let ters Patent
-
December 24
2002
GIVEN under
the
seal
of off ice of
the
M
n i s t e r of Industry.
for the Minister
of Industry
File
Number:
413536-9
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APPLICATION FOR INCORPORATION
OF A CORPORATION WITHOUT SHARE CAPITAL
UNDER PART II OF THE C N D CORPOR TIONS CT
TO: THE MINISTER OF INDUSTRY.
The undersigned hereby apply to the Minister of Industry for the
grant of a charter by Letters Patent under the provisions of Part II
of
the Canada
Corporations ct constituting the undersigned, and such others as may become
members
of
the Corporation thereby created, a body corporate and politic under
the name of
TH
W LRUS FOUND TION
The undersigned have satisfied themselves and are assured that
the proposed name under which incorporation is sought is not the same or
similar to the name under which any other company, society, association or firm,
in existence is carrying on business in Canada or incorporated under the
law.s
of
Canada
or
any province thereof or so nearly resembles the same as to be .;
calculated to deceive, and that it is not a name which is otherwise on public
grounds objectionable.
II
The applicants are individuals of the full age of eighteen years with
power under law to contract. The name, address and occupation of each of the
applicants are as follows: .
.
"
Name Address
J Occupation
Kennett; Alexander
-
. James O'Reilly
I
- Janet Solberg
-
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The said Kenneth Alexander, James O Reilly and Janet Solberg will be the first
directors of the Corporation.
The object of the Corporation is to advance education by:
1 organizing and sponsoring conferences, seminars and workshops on
social, economic, cultural, and historical issues related to Canada and its
role in the world;
2
conducting research for the benefit
of
the publ ic into social, economic,
cultural, and historical issues related to Canada and its role
internationally; and
3 providing scholarships and bursaries to writers and thinkers for the
purpose
of
researching social, economic, cultural, and historical issues
related to Canada and its role internationally.
V
The operations
of
the Corporation may be carried on throughout
Canada and elsewhere.
v
The place within Canada where the head office of the Corporation
is to be situated is in the City of Toronto, in the Province
of
Ontario.
VI
It is specially provided that in the event of dissolution or winding -
up of the Corporation all its remaining assets after payment of its liabilities shall
be distributed to one
or
more registered charitable organizations in Canada
carrying on similar activities.
VII
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heby-laws of the Corporation shall be those filed with the
application for Letters Patent until repealed amended altered or added to.
VIII
3
he
Corporat ion is to carry on its operations without pecuniary gain
to its members and
any
profits
or
other accretions to the Corporation
are
to
be
used in promoting its objects
.c
7\_ DATED at the City
of
Toronto in the Province of Ontario this
- - -- day of ] g_u
J .e ;.
2002.
KCLL
KENNETH ALEXANDER
JANET
SOLBERG
B
.5185] O:\C lient Flles\w-z\Walrus Foundation\Application for Letters Patent.1A.doc
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(
BY-LAW NUMBER 1
A by-law relating generally to the
conduct o the affairs o
THE WALRUS FOUNDATION
(the
Corporation
CORPORATE SEAL
1 The seal,
an
impression of which is stamped
in
the margin, shall be
the seal of the Corporation.
HEAD OFFICE
2
The Head Office of the Corporation shall
be
in
the City
o
Toronto
in the Province of Ontario.
CONDITIONS OF MEMBERSHIP
3 Membership in the Corporation shall be limited to persons
interested in furthering the objects of the Corporation and shall consist
o
anyone
whose application for admission as a member has received the approval o the
board
o
directors of the Corporation.
4
There shall
be
no membership fees or dues unless otherwise
directed by the board of directors.
5 Any member may withdraw from the Corporation by delivering to
the Corporation a written resignation and lodging a copy o the same with the
secretary
o
the Corporation.
6 Any member may
be
required to resign by a vote of three-quarters ..
o
the members at an annual meeting provided that any such member shall be
granted
an
opportunity to
be
heard at such meeting.
MEETINGS OF MEMBERS
7
The annual or any other general meeting
o
the members shall be
held within 90 days after the end of the Corporation s fiscal year,
in
the city
where the head office of the Corporation is situated.
8
At every annual meeting,
in
addition to any other business that may
be
transacted, the report of the directors, the financial statement and the report
o
the auditors shall be presented and auditors appointed for the ensuing year.
The members may consider and transact any business, either special or general,
at any meeting
o
the members. The board
o
directors or the president or vice-
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.
president shall have power to call, at any time, a general meeting of the
members of the Corporation. The board of directors shall call a special general
meeting of members for a purpose not inconsistent with the
Canada
Corporations Act, on written requisition of at least 5 o the members.
9. Ten percent of the members, but not fewer than two members, will
constitute a quorum.
10.
Fourteen days written notice shall be sent by either regular mail,
facsimile transmission, or electronic mail transmission to each member of any
annual or special general meeting of members.
11. Notice of any meeting where special business will
be
transacted
should contain sufficient information to permit the member to form a reasoned
judgment
on
the decision to be taken. Notice of each meeting of members must
remind the member that he/she has the right to vote by proxy.
12. Each voting member present at a meeting shall have the right to
exercise one vote. A member may, by means of a written proxy, appoint a proxy
holder to attend and act at a specific meeting of members, in the manner and to
the extent authorized by the proxy. A proxy holder
is
not required to be a
member a member of the Corporation. Proxy forms may be submitted by
facsimile or electronic mail, as well as by personal delivery or mail.
13. Except with respect to matters which require by the
ct
that they be
dealt with at a meeting o the members, a resolution in writing signed by all. the
members entitled to vote on that resolution at a meeting of members is as valid
and effective as if passed at a meeting
o
the members duly called, constituted
and held for that purpose.
14. A majority of the votes cast by the members shall determine the
questions
in
meeting except where the vote or consent of a greater number of
members
is
required by the Act or these By-laws.
15. Unless a ballot
is
requested by a member, a declaration by the
chair of the meeting that a decision has been made and/or a decision recorded
in the minutes of the latter, it is admissible in evidence as proof on the face of
the decision without requiring proof of the number or proportion o the votes
recorded in favour of or against such a decision. Such ballot will be taken in the
manner the chair of the meeting decides.
16. No error or omission in giving notice of any annual or general
meeting or any adjourned meeting, whether annual or general, o the members
of the Corporation shall invalidate such meeting or make void any proceedings
taken thereat and any member may at any time waive notice o any such
meeting and may ratify, approve and confirm any or all proceedings taken or had
at that meeting. For the purpose of sending notice to any member, director or
officer for any meeting or otherwise, the address of the member, director of
officer shall be his/her last address recorded
on
the books of the Corporation.
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3
17 Any meeting of members may
be
adjourned and reconvened at any
time and such matters may be considered at such reconvened meeting as might
have been considered at the original meeting which was adjourned.
BO RD OF DIRECTORS
18. The property and business o the Corporation shall be managed by
a board of directors, comprised o a minimum o three directors. The number of
directors shall
be
determined from time to time by a majority o the directors at a
meeting of the board o directors and sanctioned by an affirmative vote o at
least two-thirds 2/3) o the members at a meeting duly called for the purpose o
determining the number o directors to be elected to the board o directors.
Directors must be individuals, at least 18 years
o
age, with power under law to
contract. Directors need not be members.
19. The applicants for incorporation shall become the first directors o
the Corporation whose term
o
office on the board
o
directors shall continue until
their successors are elected. At the first meeting o members, the board o
directors then elected shall replace the provisional directors named in the Letters
Patent o the Corporation.
20. Directors shall
be
elected for a term of two years by the members
at an annual meeting o
members.
21.
a.
b
c.
d
e.
f
The office of director shall be automatically vacated:
if a director shall resign his/her office by delivering a written
resignation to the secretary
o
the Corporation;
if he/she
is
found by a court to be o unsound mind;
if he/she becomes bankrupt
or
suspends payment
or
compounds
with his/her creditors ;
i
at a special general meeting o members a resolution is passed
by two-thirds o the members present at the meeting that he/she be
removed from office; or
on death; or;
if a director is absent from 3 consecutive board meetings without
leave
o
the Board,
provided that if any vacancy shall occur for any reason in this paragraph
contained, the board o directors by majority vote, may, by appointment, fill the
vacancy with a member
o
the Corporation.
22. The directors shall serve as such without remuneration and no
director shall directly or indirectly receive any profit from his/her position as such;
provided that a director may be paid reasonable expenses incurred by him in the
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4
performance of his duties. Nothing herein contained shall be construed to
preclude any director from serving the Corporation as an officer or
in
any other
capacity.
23. A retiring director shall remain
in
office until the dissolution or
adjournment of the meeting at which his/her retirement is accepted and his/her
successor
is
elected.
POWERS OF DIRE TORS
24. The directors of the Corporation may administer the affairs of the
Corporation in all things and make or cause to be made for the Corporation in its
name any kind o contract which the Corporation may lawfully enter into and
save as hereinafter provided generally may exercise all such other powers and
do all such other acts and things as the Corporation is by its charter or otherwise
authorized to exercise and do.
25
The directors shall have power to authorize expenditures
on
behalf
of the Corporation from time to time and may delegate by resolution to
an
officer
or officers of the Corporation the right to employ and pay salaries to employees.
The directors shall have the power to enter into a trust arrangement with a trust
company for the purpose o creating a trust fund
in
which the capital and interest
may be made available for the benefit of promoting the interest o the
Corporation
in
accordance with such terms as the board
o
directors may
prescribe.
The board of directors is hereby authorized from time to time
a
to borrow money upon the credit of the Corporation from any bank
corporation firm or person upon such terms covenants and
conditions at such times
in
such sums to such an extent and
in
such manner as the board of directors
in
its discretion may deem
expedient;
b to limit or increase the amount to be borrowed;
c to issue or cause to be issued bonds d e e n t u r ~ s or other
securities o the Corporation and to pledge or sell the same for
such sums upon such terms covenants and conditions and at
such prices as may be deemed expedient by the board of directors;
d
to secure any such bond debentures or other securities or any
other present or future borrowing or liability
o
the company by
mortgage hypothec charge or pledge
o
all or any currently owned
or subsequently acquired real and personal movable and
immovable property of the Corporation and the undertaking and
rights of the Corporation.
26. The board of directors shall take such steps as they may deem
requisite to enable the Corporation to acquire accept solicit or receive legacies
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/
I
- 5 -
gifts grants settlements bequests endowments and donations of any kind
whatsoever for the purpose of furthering the objects of the Corporation.
27. The board of directors may appoint such agents and engage such
employees as it shall deem necessary from time to time and such persons shall
have such authority and shall perform such duties as shall be prescribed by the
board
of
directors at the time of such appointment.
28. Remuneration of all officers agents and employees and committee
members shall be fixed by the board of directors by resolution. Such resolution
shall have force and effect only until the next meeting of members when such
resolution shall be confirmed by resolution of the members
or
in the absence of
such confirmation by the members then the remuneration to such officers
agents
or
employees and committee members shall cease to be payable from
the date of such meeting of members.
DIRECTORS MEETINGS
29. Meetings of the board of directors may be held at any time and
place to be determined by the directors provided that 48 hours written notice of
such meeting shall be given personally
or
transmitted by facsimile
or
electronic
mail to each director or if by mail at least 14 days prior to the meeting. Notice
by mail shall be sent at least 14 days prior to the meeting. Notice by mail shall
be sent at least 14 days prior to the meeting. There shall be at least one
meeting per year of the board of directors. No error or omission in giving notice
of any meeting of the board of directors or any adjourned meeting of the board of
directors of the Corporation shall invalidate such meeting or make void any
proceedings taken thereat and any director may at any time waive notice of any
such meeting and may ratify approve and confirm any or all proceedings taken
or had thereat. Each director
s
authorized to exercise one vote.
30. A majority
of
directors
n
office from time to time but not less than
two directors shall constitute a quorum for meetings of the board of directors.
Any meeting
of
the board
of
directors
at
which a quorum is present shall be
competent to exercise all or any of the authorities powers and discretions by or
under the by-laws
of
the Corporation.
31. If all the directors of the Corporation consent thereto generally
or n
respect of a particular meeting a director may participate in a meeting of the
board or of a committee of the board by means of such conference telephone
facilities as permit all persons participating
n
the meeting to hear each other
and a director participating n such a meeting by such means is deemed to be
present at the meeting.
INDEMNITIES TO DIRECTORS AND OTHERS
32. Every director and officer of the Corporation
or
other person who
has undertaken or is about to undertake any liability on behalf of the Corporation
or
any company controlled by it and their heirs executors and administrators
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-
and estate and effects respectively shall from time to time and at all t imes
be
indemnified and saved harmless out of the funds o the Corporation from and
against:
a. all costs charges and expenses which such director officer or
other person sustains
or
incurs in
or
about any action suit or
proceedings
wh
i
ch
is brought commenced
or
prosecuted against
him/her or in respect o any act deed matter or thing whatsoever
made done or permitted by him/her in or about the execution o
the duties o his/her office
or
in respect o any such liability; and
b all other costs charges and expenses which he/she sustains
or
incurs in or about or in relation to the affairs thereof except the
costs charges or expenses as are occasioned by his/her own wilful
neglect or default.
OFFI ERS
33. The officers o the Corporation shall be a president vice-president
secretary and treasurer and any such other officers as the board o directors may
by by-law determine. Any two offices may be held by the same person. Except
for the president and the vice-president officers need not be directors. Officers
need not be members.
34. Officers shall receive no remuneration for serving as such but are
entitled to reasonable expenses incurred in the exercise o their duty.
35. Except for the office o president officers
o
the Corporation shall
be appointed by resolution
o
the board
o
directors at the
fi
rst meeting
o
the
board o directors following an annual meeting o members. The president shall
be elected at an annual meeting o members.
36. The officers o the Corporation sha
ll
hold office for two years from
the date o appointment or election or until their successors are elected or
appointed in their stead. Officers shall be subject to removal by resolution o the
board o directors at any time.
DUTIES OF OFFI ERS
37. The president sha ll be the chief executive officer o the
Corporation. He /she shall preside at all meetings o the Corporation and o the
board o directors. He/she shall have the general and active managemento the
affairs o the Corporation. He /she shall see that all orders and resolutions o the
board o directors are carried into effect.
38. The vice-president shall in the absence
or
disability o the
president perform the duties and exercise the powers
o
the president and shall
perform such other duties as shall from time to time be imposed upon him/her by
the board of directors.
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7
39. The treasurer shall have the custody o the funds and securities of
the Corporation and shall keep full and accurate accounts o all assets, liabilities,
receipts and disbursements
o
the Corporation in the books belonging to the
Corporation and shall deposit all monies, securities and other valuable effects in
the name and to the credit o the Corporation in such chartered bank or trust
company, or, in the case of securities, in such registered dealer in securities as
may be designated by the board of directors from time to time. He/she shall
disburse the funds
o
the Corporation as may be directed by proper authority
taking proper vouchers for such disbursements, and shal l render to the president
and directors at the regular meeting o the board of directors, or whenever they
may require it, an accounting o all the transactions and a statement o the
financial position,
o
the Corporation. He/she shall also perform such other
duties as may from time to time be directed by the board o directors.
40. The secretary may be empowered by the board o directors, upon
resolution
o
the board
o
directors, to carry on the affairs
o
the Corporation
generally under the supervision of the officers thereof and sha ll attend all
meetings and act as clerk thereof and record all votes and minutes
o
all
proceedings
in
the books to be kept for that purpose. He/she shall give
or
cause
to be given notice
o
all meetings o the members and
o
the board o directors,
and shall perform such other duties as may be prescribed by the board
o
directors or president, under whose supervision he/she shall be.