Corporate Status Booklet - Kin Canada · Corporate Status Booklet Nova Scotia Revised October 2013...

Corporate Status Booklet

Nova Scotia

Revised October 2013

Index

Introduction……………………………………………………………………………1 Explanation of Corporate Status Terms………………………………………………..1 Annual Returns and Obligations………………………………………………………2 Contact information…………………………………………………………………...2 Becoming Incorporated………………………………………………………………..3 Access Centre Contact List……………………………………………………………3 Registering On-Line……………………………………………………………….......4 Your Clubs Corporate Status Profile (what it will look like)………………..…….5

Appendix A

Name Reservation Request………………………………………………………...7

Appendix B

Incorporating a Society Overview and Instructions………………………….…9-12

By-Laws………………………………………………………………………..13-17

Financial Reports.................................................................................................18-19

Checklist for incorporating.......................................................................................20 Memorandum of Association...............................................................................21-23 Notice of Directors and Officers………………………………………...……..24-25

Appointment of Recognized Agent…………………………………………….....26

Notice of Registered Office…………………………………………………….....27

Change of Address…………………………………………………..…………28-29

Change of Name…………………………………………………………….…….30 Appendix C Winding up a Society..........................................................................................32-36

Understanding Your Corporate Status

Nova Scotia At its March 2002 meeting, the National Board of Directors of the Kinsmen and Kinette Clubs of Canada instructed its national staff to determine the corporate status of all active clubs in our Association. According to Article 16, section1 of our Association’s Constitution and By-laws, it is mandatory for all active clubs to become incorporated upon chartering and to remain in good standing and in accordance with their provincial or territorial statutes. In the future the status of your club can be checked through your local registry office or on line at www.gov.ns.ca/snsmr/rjsc/search , at that site you can enter your incorporation number or your Club name and you will be shown the following information:

Explanation of Terms

PROFILE

Company/Society Name

- The name your club is registered under.

Registry ID - Your incorporation number - Used as reference for your files with the registry office

Type - The type of company/corporation you are - Your type should always read Society

Nature of Business - Details what the company/corporation does - This area does not need to be filled out.

Status

- Active or defaulted in your Corporate status - Defaulted means that you have not followed all the by-laws

to maintain your corporate status. - To gain active status you must file an Annual Return for the

years your club missed

Jurisdiction - Area that you are incorporated - Should read Nova Scotia

Registered Office

- Office that your club is registered under - This is where all your communication and notices will be

sent. - It is important that this address is one commonly used by

your club as it will help guarantee that you will receive all information from the registry

- Must file a Change of Address if the one your club uses is no longer accessible

Mailing Address - Address of your registered office. - Please do not use the address of National Headquarters

Previous Name - Listed here if your club has changed its name during the

time of incorporation

People

- Registered agent, this is the person who receives official correspondence and who may be served, on behalf of the company or society, with a writ, summons, process, or other legal notice.

- He or she is also the contact for the Registry of Joint Stock Companies.

- The Agent does not have to be a lawyer, but he or she must reside in Nova Scotia.

- Directors for Incorporation, which shall not be less then five or more then fifteen

ACTIVITIES - List of all the activity your corporation has done to either

retain or default their corporate status.

Annual Returns and Obligations

Annual General Meetings and Financial Statement - Every society shall hold an annual meeting and fourteen days thereafter - File with the Registrar a statement in the form of a balance sheet showing general particulars of its liabilities

and assets - A statement of its income and expenditure in the preceding year audited and signed by its auditor or, if there is

no auditor, by two directors. - Please note National Headquarters is now requesting that confirmation of filing your Annual Statement be

forwarded to us. TO do this send a copy of your Corporate Status report each year after you have filed your Annual Statement.

List of Directors - Every society shall file with the Registrar with its Annual Statement a list of its directors, with their addresses,

occupations and dates of appointment or election - The list must be signed by one director- New list should be filed anytime there is a change in directors.

Annual Registration fees - Every Society shall, each year in the month in which the anniversary of its incorporation occurs, - Pay the Registrar an annual registration fee in the amount determined by the Governor in Council. - The payment is currently $30.25/year. - The anniversary of you incorporation falls on the month that you became incorporated

Recognized Agent - Every Society must appoint a recognized agent.

- They must be residing in the Province upon whom a notice or document may be served and such service is deemed sufficient upon the society.

Failure to File

- The failure to do your Annual Returns for two consecutive years, or you have missed two or more years of payment your club will be removed from the registrar.

Contact Information Telephone

Website: [email protected] (902) 424-7770

Toll-free1-800-670-4357

Mail Registry of Joint Stock Companies P.O.Box 1529 Halifax, NS, B3J 2Y4

Or 9 North, Maritime Centre

505 Barrington Street

Halifax, NS, B3J 3K5

Becoming Incorporated

STEP 1: NAME RESERVATION - After you choose a society name, you must reserve it - Your name should be descriptive as well as distinctive. - Your name should be the name your club is Chartered under Submit your request including:

• name

• phone

• mailing address

• proposed Society Name

• objectives of the Society

• whether you want a Canada-wide search or an Atlantic-Canada search If your name is reserved, register your society within 90 days. The names are reserved for 90 days only.

STEP 2: REGISTRATION - After your name is reserved:

1. Complete all required Society Registration Forms. 2. Have the signatures sworn in person by a Commissioner of Oaths, Notary Public, Barrister or Justice of the

Peace. Commissioners of Oaths are at the Registry of Joint Stock Companies and at Nova Scotia Access

Centres. 3. Return the forms with the $42.35 fee. Use cash, VISA (include expiry date and cardholder name) or cheque

payable to "Registry of Joint Stock Companies". Do not send cash in the mail. You will then receive your Certificate of Registration.

- When you register a society in Nova Scotia, you must appoint a Recognized Agent. - You may also register online at www.nsbr.ca - See Appendix B for copies of the required registration papers. - Here is a list of your Access Nova Scotia Centers.

Access Nova Scotia Centre Access Nova Scotia Centre

Superstore Mall 80 Logan Road

126 South Albion Street


650 Portland Street 5 Shylah Drive


300 Horseshoe Lake Drive 486 Sackville Drive

Bayers Lake Business Park


Provincial Building Moxham Centre

218 MacSween Street, Suite 22 380 King's Road


80 Walker Street, Suite 3 Provincial Building

10 Starrs Road, Suite 127

Registering Online

Applications Steps The following steps are as a guide to use the Nova Scotia Business Registry Internet Service.

Step 1: Complete the one page individual or business applicant profile. (not applicable for Registry of Joint Stocks Transactions)

Step 2: Complete the licence, permit, registration or certificate pages of this application. Please make sure you have sufficient time to complete the entire application. Incomplete applications cannot be saved and resumed at a

later time. As you complete each page, use the buttons at the bottom of each page to navigate forward or back through the application. NOTE: Other navigational options such as using the enter key, or the forward and back

buttons at the top of your screen may cause you to lose your work.

Step 3: The last page of the application is a summary and will display the complete application and let you edit information you have entered.

Step 4: When you have verified that your information is correct and complete, you will choose a payment method (if applicable). If your application requires payment of a fee and you must use a Visa or Mastercard credit card or may use your already established Positive Balance Account*. Please note that debit cards, cheques, cash or other payment options are not available at this time.

Step 5: If the credit card payment method is selected, you will be asked to enter your credit card number and expiry date.

Step 6: When you have verified your information and paid any applicable fee, you will be given a transaction

number as part of your receipt. The transaction number is required for all correspondence and inquiries regarding this application.

Step 7: When your application is submitted it will be reviewed to ensure you have met all the application requirements. Client support: Should you have any questions or require further assistance, contact the NSBR Inquiry Line at 1-800-670-4357 between the hours of 8:30am to 4:30pm A.S.T. Monday to Friday. * Positive Balance Account: You may also pay by Positive Balance Account through our service provider, Atlantic Canada On-Line (ACOL) by becoming a subscriber. ACOL provides a service to you and the government where an account is set up and you can deposit monies and have fees deducted as transactions are completed.

PROFILE - KINETTE CLUB OF YOURTOWNNAME - as of 2002-05-14 10p.m.

Company/Society Name: KINETTE CLUB OF yourtownname

Registry ID: 0123456

Type: Society

Nature Of Business:

Status: Active

Jurisdiction: Nova Scotia

Registered Office: KINSMEN CENTRE FIRST DRIVE NS .

Mailing Address:

PEOPLE

Name Position Civic Address Mailing Address

Janet Smith Recognized Agent C/O 123 Streetname Rd BEAVERBANK NS B4G 1A6

C/O 123 Streetname Rd BEAVERBANK NS B4G 1A6

Jane Doe Director 56 Road St. SACKVILLE NS B4C 3T8

ACTIVITIES

Activity Date

Incorporated 1989-03-29

Registered Office Change 1989-03-29

Agent Filed 1989-03-29

Defaulted 1995-03-31

Change of Directors 1995-11-22

Annual Report Filed 1995-11-22


Filed Financial Statement 1996-10-31

Reactivated 1997-04-30

Appoint an Agent 1997-04-30


Annual Renewal 1998-03-30



Default for Non-Payment 2000-05-11

Reactivated 2000-09-13







Appendix A

Name Reservation RequestService Nova Scotia and Municipal Relations

Nova Scotia Registry of Joint Stock Companies, PO Box 1529, Halifax, NS, B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in NS: 1-800-670-4357) or www.accessns.ca/permits/forms/registry-joint-stock-companies.aspN R010 Rev 04 /13

� Atlantic region search: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fee: $51.52 + $7.73 HST = $59.25� Federal search (required if name contains "Canada" or "Canadian") . . . . . Fee: $64.39 + $9.66 HST = $74.05� Extra provincial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fee: no charge� Society . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fee: no charge

1. Search type please (check one):

2. Requested name(print or type clearly)

3. Clearly describe yourbusiness activities:

4. Please indicate the type of registration:

Applicant Information

5. Name(first) (middle) (last)

6. Mailing address and contact information:

(civic number and street) (suite/apt/unit)

(po box) (city) (province) (country) (postal code)

(phone) (fax) (e-mail)

7. Sole proprietorships, partnerships and business names owned by a corporation may be ableto register online. If your business qualifies a Registration ID will be delivered to your mailing address.

8. Payment type: � Cheque � Money Order� Visa � MasterCard

(credit card account number)

(expiry date) (card holders name)

(signature)

� Sole proprietorship � Business name owned by a corporation� Corporation � Business name owned by a society� Partnership � Extra-provincial limited partnership� Co-operative � Extra-provincial corporation� Society

Please note:

* if this name is reserved for your use, youwill be required to register and dobusiness using the exact name asregistered

* if this name is reserved for your use, wewill send you the results of our namesearch and an application for registration

* do not send a registration form with thisreservation request form

Appendix b

Society Incorporation:Overview and Instructions

Societies ActRegistry of Joint Stock Companies Page 1 of 3

Nova Scotia Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caSociety Incorporation Overview and Instructions.wpd Rev 05/11

Society Incorporation: Overview and Instructions

PRELIMINARY

The incorporation of a non-profit organization is purely voluntary and it is not mandatory that the members

apply for incorporation.

The Societies Act was proclaimed in 1953 as a vehicle under which any five or more persons wishing to

incorporate a society may do so by submitting certain documentation to the Registrar of Joint Stock

Companies. A society under this Act is a body corporate, the same as a corporate body created under the

Companies Act, that is to say, a society is a corporate entity separate and apart from the members with the

power to hold property and carry out the objects as set forth in the Memorandum.

The purpose for which a society may be incorporated is restricted to the items set out in Section 3 cited as

follows:

“A society may be incorporated under this Act to promote benevolent, philanthropic, patriotic,

religious, charitable, artistic, literary, educational, social, professional, recreational, sporting or any

other useful object, but not for the purpose of carrying on any trade, industry or business.”

ADVANTAGES

The reasons or advantages for incorporation may be divided into several categories:

1. Protection of Name - prior to incorporating, the name must be reserved by our office to ensure that it is

not currently being used by any other organization, be it a body corporate or a partnership, in this

Province.

2. Public Record - through incorporation, the objects and By-laws of the organization are placed on public

record so that any individual may ascertain the purposes of the society and the regulations of

management by simply checking the records at the Registry of Joint Stock Companies.

3. By-laws - one of the most common frailties of non-profit organizations is the continual transfer on an

annual basis of the books and records from one secretary to another. In many cases, the original Bylaws

of the association are misplaced and consequently time may be wasted at the annual or special meetings

determining the correct method of conducting meetings, powers of directors, appointment of officers, etc.

The secretary may request a photocopy of same from the Registry of Joint Stock Companies to ensure

that the method of transacting business is done so according to the regulations established by the society.

4. Personal Liability - Under Section 27 - “No member of a society shall, in his individual capacity, be liable

for any debt or liability of the society beyond the amount of any subscription, dues or fees payable by him

to the society.” Note that directors are potentially personally liable for the debts of the Society. Please see

an insurance company for information on Directors Liability Insurance. The society may sue or be sued

under its legal name.




5. Becoming a Registered Charity - incorporation under the Societies Act does not automatically give a

society the right to issue official donation receipts for income tax purposes. Should a society wish to

become a registered charity with the ability to issue official donation receipts for income tax purposes

application must be made to Canada Revenue Agency. Further information is available at

www.cra-arc.gc.ca/tax/charities or 1-888-892-5667.

6. Grants - in many cases, organizations which provide grants often insist on the group incorporating as a

non-profit organization.

HOW TO INCORPORATE

In order to incorporate under the Societies Act, certain documentation must be filed with the Registrar as

follows:

1. Name Reservation - prior to incorporation, the proposed name of the society must by reserved by the

office of the Registrar of Joint Stock Companies. Name reservation is free for societies. Contact us at

424-7770, www.rjsc.ca or www.gov.ns.ca/snsmr/nsbr .

2. Memorandum of Association - the Memorandum of Association must state:

a. The objectives or purposes for which the society is to be incorporated. Please provide sufficient

information regarding the purposes of the organization to allow Registry staff to determine whether

your group fits within the general purposes under the Act as noted above. The line: “on a volunteer

and non-profit basis” has been added to the sample Memorandum to emphasize that the purposes

of the organization must be non-profit in nature;

b. A statement that the Society will not carry on a business, including a non-profit business, and that no

profits will accrue to the members; and

c. A minimum of five individuals must subscribe to the Memorandum. The names, addresses and

occupations of the subscribers should be typed on the last page of the Memorandum, however all

subscribers must sign their names in their own handwriting. All signatures are to be witnessed by an

individual who is not one of the subscribers.

3. Society Classification - check which non-profit classification best describes your organization. This

information will assist staff in evaluating the application and will also aid government in better

understanding the role and significance of volunteerism and non-profit activities in Nova Scotia.

4. By-laws are the rules of management with respect to membership, appointment of directors, duties of

directors, appointment of officers, duties of officers, financial reporting, method of calling and conducting

meetings, etc. Note that by-law #2 emphasizes that even though a board of directors is responsible for

management of the organization, ultimately they are accountable to the members.

5. Notice of Directors and Officers - this list must contain the names, addresses and occupations of the

first directors of the society, and must be signed by one of the directors.

http://www.cra-arc.gc.ca/tax/charities

http://www.rjsc.ca

http://www.gov.ns.ca/snsmr/nsbr




6. Appointment of Recognized Agent - every incorporated society must appoint a recognized agent. The

recognized agent must be an individual residing in the Province upon whom a notice or document may

be served. The appointment of a recognized agent provides the Registry and the public with a consistent

contact person.

7. Notice of Registered Office - every incorporated society must provide notice of its registered office

address within Nova Scotia.

8. Fees - the incorporation fee is currently $40.01. The Annual renewal fee is currently $28.59.

OTHER REQUIREMENTS

1. Annual Requirements - subject to Sections 19 and 20 of the Act, every society must file annually:

a. a list of directors as appointed at the last annual meeting. The list must be signed by one director

and must list all directors names, addresses, occupations and dates of appointment. A list should be

also filed any time during the year in which a change of directors has occurred, either through

vacating of office, dismissal, etc; and

b. a financial statement must be filed annually. The financial statement must be signed by the auditor

or by two directors. This statement is to be in the form of a balance sheet and income statement

and a copy of the report filed at the annual meeting for examination by the members is sufficient for

filing.

2. Special Resolutions must be passed for such items as

a. name change;

b. alteration of the objects and purposes of the society;

c. amending the By-laws; Certain fundamental changes under the Societies Act may only be done by

special resolution. A special resolution is a resolution passed by a minimum of three-fourths of the

members present, either in person or by proxy, where proxies are allowed, at a meeting duly called

and convened for the purpose of passing said resolution, and must be approved by the Registrar

before taking effect. The directors have no power to alter the By-laws or the Memorandum of

Association; and

d. borrowing money.

Documents required to incorporate or to update information may be obtained by using the contact information

below. Although these documents are templates and are provided for your convenience, the general format

should be followed to ensure prompt service.

Contact information: Registry of Joint Stock Companies or: 9 North, Maritime Centre

PO Box 1529 505 Barrington Street

Halifax, Nova Scotia Halifax, Nova Scotia

B3J 2Y4 B3J 3K5

www.rjsc.ca

(902) 424-7770

1-800-670-4357

http://www.rjsc.ca

Nova Scotia Registry of Joint Stock Companies, PO Box 1529, Halifax, NS, B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caSU110 v0609

Service Nova Scotia Special Resolution - Certificate

and Municipal Relations Societies ActRegistry of Joint Stock Companies Page 1 of 1

(society name)

I certify that the attached is a true copy of a special resolution duly passed by not less than

three-fourths of the members of the society entitled to vote as were present in person or by

proxy at a general meeting of the members of the society, held on (yyyy/mm/dd)

of which notice of intention to pass the resolution as a special resolution was duly given.

Date: (yyyy/mm/dd)

Secretary: (print or type name)

(signature)

Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4

Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caBy-laws Page 1 of 5 v0609

BY-LAWS FOR A NON-PROFIT SOCIETY

Definitions

1. In these by-laws:(a) “Society” means

(society name)

(b) “Registrar” means the Registrar of Joint Stock Companies appointed under theNova Scotia Companies Act.

(c) “Special Resolution” means a resolution passed by not less than three-fourths of suchmembers entitled to vote as are present in person or by proxy, where proxies areallowed, at a general meeting of which notice specifying the intention to propose theresolution as a special resolution has been duly given.

Membership Rights and Responsibilities

2. The Society is ultimately accountable to the members of the Society.

3. Every member is entitled to attend any members’ meeting of the Society.

4. Every member may vote at any members’ meeting of the Society after they have attended atleast one previous members’ meeting.

5. Any member of legal age, or with their guardian’s written consent, is entitled to hold any office.

6. Membership in the Society shall consist of:(a) the minimum of 5 subscribers to the Memorandum of Association,(b) those who support the objects of the Society,(c) those whose name and address is written in the Register of Members by the secretary,(d) those who pay an annual fee in an amount to be determined by the Society, and/or

(e) those who reside in the geographic area of ,and/or

(f) other:

7. Membership in the Society is not transferable.

8. Membership in the Society shall cease:(a) upon death, or(b) if the member resigns by written notice to the Society, or(c) if the member ceases to qualify for membership in accordance with these by-laws, or(d) if, by a vote of the majority of the members of the society or a majority vote of the

Directors of the Society at a meeting duly called and for which notice of the proposedaction has been given, the Member’s membership in the Society has been terminated.

9. The members may repeal, amend or add to these by-laws by a special resolution. No by-law oramendment to by-laws shall take effect until the Registrar approves of it.

10. No funds of the society shall be paid to or be available for the personal benefit of any member.


Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.ca By-laws Page 2 of 5 v0609

Members’ Meetings

11. Every member, subject to by-law 4, shall have one vote and no more and there

12. A general or special meeting of the members may be held at any time and shall be called:(a) if requested by the chair, or (b) if requested by a majority of the directors, or (c) if requested in writing by of the members.

13. Notice to members is required for general or special meetings. The notice must:(a) specify the date, place and time of the meeting,(b) be given to the members seven (7) days prior to the meeting,(c) be given to the members by newsletters, newspapers, television, radio, e-mail,

telephone, fax and/or other electronic means,(d) specify the nature of business, such as the intention to propose a special resolution, and(e) the non-receipt of notice by any member shall not invalidate the proceedings.

14. An annual general meeting shall be held within three months after every fiscal year end andnotice is required which must:(a) specify the date, place and time of the meeting, (b) be given to the members thirty (30) days prior to the meeting,(c) be given to the members by newsletters, newspapers, television, radio, e-mail,

telephone, fax and/or other electronic means,(d) specify the intention to propose a special resolution, and(e) the non-receipt of notice by any member shall not invalidate the proceedings.

15. At the annual general meeting of the Society the following items of business shall be dealt withand shall be deemed ordinary business and all other business transacted shall be deemedspecial business:(a) minutes of the previous annual general meeting,(b) consideration of the annual report of the directors,(c) consideration of the annual financial report of the Society,(d) the appointment of auditors for the ensuing year, and(e) election of directors,

16. Quorum shall consist of of members. No business shall be conducted at anymeeting unless a quorum is present to open the meeting and, upon request, before any vote.

17. (a) If a meeting is convened as per by-law 12(a) or 12(b) and quorum is not present withinone-half hour from the time appointed for the meeting, it shall be adjourned to such timeand place as a majority of the members present shall decide. Notice of the new meetingshall be given and at the adjourned meeting the members present shall constitutequorum only for the purpose of winding up the Society.

(b) If a meeting is convened at the request of the members as per by-law 12(c) and quorumis not present within one-half hour from the time appointed for the meeting, it shall bedissolved.


Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caBy-laws Page 3 of 5 v0609

18. The President, or in his/her absence, the Vice-President, or in the absence of both of them, anymember appointed from among those present, shall preside as Chair at members’ meetings.

19. Where there is an equality of votes

20. The Chair may, with the consent of the meeting, adjourn any meeting. No business shall betransacted at the subsequent meeting other than the business left unfinished at the adjournedmeeting unless notice of such new business is given to the members.

21. At any meeting a declaration by the Chair that a resolution has been carried is sufficient unlessa poll is demanded by at least three members. If a poll is demanded it shall be held by show ofhands or by secret ballot as the Chair may decide.

Directors

22. Any member of the society shall be eligible to be elected a director of the Society and a directorof the society shall be a member.

23. The number of directors shall be (not less than 5). The subscribers to theMemorandum of Association of the Society shall be the first directors of the Society.

24. Directors shall retire from office at the end of each annual general meeting at which theirsuccessors are elected. Retiring directors shall be eligible for re-election. Directors shall beelected to

25. If a director resigns his/her office or ceases to be a member in the Society, his/her office asdirector shall be vacated and the vacancy may be filled for the unexpired portion of the term bythe board of directors from among the members of the Society.

26. The members may, by special resolution, remove any director and appoint another person tocomplete the term of office.

27. The management of the Society is the responsibility of the directors. In particular, the directorsmay engage a General Manager, and determine his/her duties, responsibilities andremuneration.

28. The directors may appoint an executive committee and other committees as they see fit.

29. Directors who have, or could reasonably be seen to have, a conflict of interest have a duty todeclare this interest. The declaration should be made to the members(a) upon nomination, and (b) if serving as a director, when the possibility of a conflict is realized.

30. A conflict of interest does not prevent a member from serving as a director provided that he/shewithdraws from the decision making on matters pertaining to that interest. The withdrawalshould be recorded in the minutes.


Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.ca

By-laws Page 4 of 5 v0609

Directors’ Meetings

31. The board of directors shall meet no less than times each year.

32. A meeting of directors may be held at the close of every annual general meeting without noticefor the purpose of electing officers. For all other board meetings, notice is required and must:(a) specify the date, place and time of the meeting,(b) be given to the directors seven (7) days prior to the meeting,(c) be given to the directors by newsletters, radio, public bulletin boards, e-mail, telephone,

fax and/or other electronic means,(d) the non-receipt of notice by any director shall not invalidate the proceedings.(e) Notice can be waived for board meetings with the unanimous approval of the Board.

33. Quorum shall consist of of the directors. No business shall be conducted at anymeeting of the board of directors unless a quorum is present to open the meeting and, uponrequest, before any vote.

34. The President or, in his/her absence, the Vice-President or, in the absence of both of them, anydirector appointed from among the directors shall preside as Chair of the Board.

35. At directors’ meetings, where there is an equality of votes

Officers

36. The officers shall be elected by the directors and shall be a President, a Vice-President, aTreasurer and a Corporate Secretary. The offices of Treasurer and Corporate Secretary maybe combined.

37. One of the officers shall be the President. The President shall be responsible for theeffectiveness of the board and shall perform other duties as assigned by the members or thedirectors.

38. One of the officers shall be the Vice-President. The Vice-President shall perform the duties ofthe Chair during the absence, illness or incapacity of the President, or when the Chair mayrequest him/her to do so.

39. One of the officers shall be the Corporate Secretary. The Corporate Secretary shall:

(a) have responsibility for the preparation and custody of all books and records including:1. the minutes of members’ meetings,2. the minutes of directors’ meetings, 3. the register of members, and4. filing the annual requirements with the office of the Registrar, and

(b) have custody of the Seal, if any, which may be affixed to any document upon resolutionof the board of directors, and

(c) file with the Registrar:1. within fourteen (14) days of their election or appointment, a list of directors with

their addresses, occupations, and dates of appointment or election



By-laws Page 5 of 5 v0609 v0508 v0508

2. a copy of every special resolution within fourteen (14) days after the resolution ispassed, and

(d) have other duties as assigned by the board.

40. The directors may also appoint a Recording Secretary

(a) who is responsible for taking minutes of all board and members’ meetings, and

(b) who need not be a director.

41. One of the officers shall be the Treasurer. The Treasurer shall have responsibility for thecustody of all financial books and records of the Society, and carry out all other duties asassigned by the board.

42. Contracts, deeds, bills of exchange and other instruments and documents may be executed onbehalf of the Society by the President or the Vice-President and the Corporate Secretary, orotherwise as prescribed by resolution of the Board of Directors.

Finance

43. The fiscal year end of the Society shall be the last day of . (month)

44. The directors shall annually present to the members a written report on the financial position ofthe Society. The report shall be in the form of:(a) a balance sheet showing its assets, liabilities and equity, and(b) a statement of its income and expenditure in the preceding fiscal year.

45. A copy of the financial report shall be signed by the auditor or by two directors.

46. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) daysafter each annual meeting.

47. An auditor of the Society may be appointed by the members at the annual general meeting and,if the members fail to appoint an auditor, the directors may do so.

48. The Society may only borrow money as approved by a special resolution of the members.

49. The members may inspect the annual financial statements and minutes of membership anddirectors meetings at the registered office of the Society with one week’s notice. All otherbooks and records of the Society may be inspected by any member at any reasonable timewithin two days prior to the annual general meeting at the registered office of the Society.

50. Directors and officers shall serve without remuneration and shall not receive any profit fromtheir positions. However, a director or officer may be paid reasonable expenses incurred in theperformance of his/her duties.

51. The Society shall not make loans, guarantee loans or advance funds to any director.

Financial ReportsSocieties Act

Registry of Joint Stock Companies Page 1 of 2

Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caFinancial Reports.wpd v0409

STATEMENT OF INCOME AND EXPENDITURES FOR

(society name)

for the fiscal period ending

(yyyy/mm/dd)

20 Income

Membership fees ________Fund raising ________Other revenue ________Other revenue ________

A. Total Income ________

ExpendituresAdministration ________Education and training ________Insurance ________Professional fees ________Salaries ________Other expenditures ________Other expenditures ________

B. Total Expenditures ________

C. Net Surplus or (Deficit) (A - B = C) ________

D. Surplus or (Deficit), beginning of year ________

E. Surplus or (Deficit), end of year (C + D = E) ________

Auditor orDirector: Director:

(signature) (signature)

(name) (name)

Financial ReportsSocieties Act


Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caFinancial Reports.wpd v0409

BALANCE SHEET FOR

(society name)

for the fiscal period ending (yyyy/mm/dd)

20 Assets

Current AssetsCash and deposits __________Accounts receivable __________Prepaid expenses __________

Capital/Fixed AssetsEquipment __________Land and buildings __________Other capital/fixed Assets __________

A. Total Assets __________

LiabilitiesCurrent liabilities

Amounts payable __________Taxes payable __________

Long Term DebtMortgage __________Other __________

B. Total Liabilities __________

EquityRetained earnings/deficit __________General reserve

C. Total Equity __________

Total Liabilities and Equity (A must equal B + C) __________



(name) (name)

Society Incorporation FormsSocieties Act


Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.ca

Society Incorporation Forms. v0413Page 1 of 13

Society Incorporation Forms

CHECK LIST FOR INCORPORATING A SOCIETY

For background and assistance, please see our website (www.rjsc.ca) and follow thelinks to “forms and information” and then to “societies”. We encourage you to download“Societies Incorporation: Overview and Instructions” as an important addition to thispackage of forms.

On the following pages are all of the forms required to incorporate a society once yourgroup’s name has been reserved. To reserve a name, either call your local AccessCentre or use the phone numbers at the bottom of this page. Alternatively, you canuse the “Name Reservation Form”, which is available at www.rjsc.ca by following thelinks to “forms and information” and then to “societies”. Once the name is reserved,use the following forms to register and incorporate your society.

� Name on reserve (free) *� $42.35 incorporation fee, payable to the Registrar of Joint Stock Companies

� Page 1: Check List� Pages 2-3: Memorandum of Association� Page 4: Society Classification� Pages 5-9: By-laws� Pages 10-11: Notice of Directors and Officers� Page 12: Appointment of Recognized Agent� Page 13: Notice of Registered Office

* You must use the exact name that has been reserved with the Registry of Joint StockCompanies for your society’s use on all of these forms. Submit the original forms (nofaxes or emails are acceptable) with the incorporation fee of $42.35 to your nearestAccess Centre or to the mailing address below.

http://www.rjsc.ca)

http://www.rjsc.ca


Society Incorporation Forms v0413Page 2 of 13

Memorandum of Association

The name of the Society is (society name)

On a volunteer and non-pro�t basis the objective/s of the society is/are:

•

•

To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real andpersonal property and to use and apply such property to the realization of theobjects of the Society;

To buy, own, hold, lease, mortgage, sell and convey such real and personalproperty as may be necessary or desirable in the carrying out of the objects ofthe Society.

Provided that: • The society shall not carry on any trade, industry, or business; • All funds shall be used solely for the purposes of the Society and the promotion of its objects;

Upon 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 ("charitable purposes").

non-pro�t organization in Canada having objects similar to those of the society.

The activities of the Society are to be carried on in (geographic area) :

The Registered o�ce of the Society is located at:

(civic number and street)

Nova Scotia(city or town) (province) (postal code)



We, the 5 persons whose names, addresses and occupations are subscribed, desire to be formed

into a society in pursuance of this memorandum of association.

1. Member: (name) (occupation) (signature)

Address: (civic number and street)

(city or town) (province) (postal code)













Witness to the above signatures:

W itness: (name) (signature)




Society Incorporation Forms. v0413Page 4 of 13

Society Classification

(society name)

Please review the following list and check off the classification that best describes the main

activities of your organization. To gain a better understanding of the nature of non-profit societies, andas part of efforts to understand the overall impact of volunteerism in the Province, we are asking thatgroups classify their main activities using the International Classification of Non-Profit Organizations. Additional information can be found at www.statcan.ca/english/freepub/13-015-XIE/2005000/icnpo.htm

G Culture and Recreation

Media and CommunicationsVisual/Ceramic arts and architecture Performing artsHistorical, literary and humanistic societiesMuseumsZoos and aquariumsSportsRecreation and social clubsService clubs

G Education and Research

Elementary, primary and secondary educationHigher educationVocational/technical schoolsAdult/continuing educationMedical researchScience and technologySocial sciences/policy studies

G Health

HospitalsRehabilitationNursing homesPsychiatric hospitalsMental health treatmentCrisis interventionPublic health and wellness educationHealth treatment, primarily outpatientRehabilitative medical servicesEmergency medical services

G Social Services

Child welfare, child services and day careYouth services and youth welfareFamily servicesServices for the handicappedServices for the elderlySelf-help and other personal social servicesDisaster/emergency prevention and controlTemporary sheltersRefugee assistanceIncome support and maintenanceMaterial assistance

G Environment

Pollution abatement and controlNatural resources conservation/protectionEnvironmental beautificationAnimal protection and welfareW ildlife preservation and protectionVeterinary services

G Development and Housing

Community and neighborhood organizationsEconomic developmentSocial developmentHousing associationsHousing assistanceJob training programsVocational counseling and guidanceVocational rehabilitation

G Law, Advocacy and Politics

Advocacy organizationsCivil rights associationsEthnic associationsCivic associationsLegal servicesCrime prevention and public policyRehabilitation of offendersVictim supportConsumer protection agenciesPolitical parties and organizations

G Philanthropic Intermediaries and

Voluntarism Promotion

Grant-making foundationsVolunteerism promotion and supportFundraising organizations

G International

Exchange/friendship/cultural programsDevelopment assistanceInternational disaster and reliefInternational human rights and peace

G Religion

CongregationsAssociations of congregations

G Business and Professional Associations

Business associationsProfessional associations

G Not elsewhere classified (please specify)

http://www.statcan.ca/english/freepub/13-015-XIE/2005000/icnpo.htm

Update FormsSocieties Act



Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caUpdate Forms Page 1 of 2 v0508

Notice of Directors and Officers for

Society (society name)

Appointment date: (yyyy/mm/dd)Please check one:

9 The following are to serve as the first directors and officers* from the date of incorporation untilthe close of business at the first annual general meeting.

9 The following is the updated list of directors and officers* as of the appointment date.

*The Societies Act requires that a notice of Directors be provided. Information regarding appointment of officers is supplementary.

Director or Officer

(print or type name) (signature)

Date signed: (yyyy/mm/dd)

Check one or both: 9 Director 9 Officer

Name:

(first name and middle initial) (last name)

Residential

address: (civic number and street) (apt / suite / unit)

(town or municipality) (province or state)

(country) (postal code)

(occupation) (position held if officer)

Check one or both: 9 Director 9 Officer

Name: (first name and middle initial) (last name)

Residential

address: (civic number and street) (apt / suite / unit)








Update Forms.wpd Page 1 of 2 v0508

Check one or both: 9 Director 9 OfficerName:


Residential address: (civic number and street) (apt / suite / unit)
















For office use only

Regis ID#: Date filed:

Society Incorporation FormsSocieties Act




Appointment of Recognized Agent

Societies incorporated in Nova Scotia must appoint an agent. All correspondence from the Registry will go to that agentunless the Registry is given written instructions to the contrary. The Recognized Agent must be resident in Nova Scotia. Service upon the Recognized Agent of any writ, summons, process, notice or other document shall be deemed to besufficient upon the society, and this appointment shall remain in force until notice in writing by the society that the individualhas ceased to be the Recognized Agent is filed with the Registry.

Pursuant to the Societies Act, (society name)

appoints as Recognized Agent (first name and middle initial) (last name)

Civic address in Nova Scotia: (civic number and street) (apt/suite/unit)

NS (city or town) (province) (postal code)

Mailing address: (if different from above) (civic number and street, P.O. box, etc.) (apt/suite/unit)

NS (city or town) (province) (postal code)

Signatory For and on behalf of all Directors

(name of director)

(signature of director)

Date: (yyyy/mm/dd)

For office use only





Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caUpdate Forms Page 1 of 1 v0508

Notice of Registered Office

Information

Society name:

as of the registered office is situated at:

(yyyy/mm/dd)

(civic number and street) (apt / suite / unit)


Mailing address

(if different

from above): (civic number and street) (apt / suite / unit)


Attention: (first name and middle initial) (last name)

Enter a phone number where you can be reached:

(telephone number)

(fax number) (E-mail address)

Please check here if you want all correspondence from the Registry of Joint Stock Companies directed to

the mailing address indicated above, as opposed to being directed to the Recognized Agent.

Signatory

(name of officer or director)

(signature of officer or director)

(yyyy/mm/dd)

For office use only


Page 1 of 2

Change of AddressPartnerships and Business Names Registration Act

Information

Business name:

Please check to indicate if you prefer to have all correspondence from the Registry of Joint Stock Companiesdirected to the mailing address indicated above.

Mailing address(if differentfrom above):

Enter a phone number where you can be reached:

Attention:

(province) (postal code)

(town or municipality) (province or state) (postal code)


(telephone number)

(fax number) (E-Mail address)

Business locationin Nova Scotia:

The following change(s) in address has/have occurred:

(town or municipality)

(apt / suite / unit)



(number and street, PO box, etc.)

Proprietor / Partners The following change(s) in address has/have occurred

Proprietor or partner:

(postal code)(province)

(first name and middle inital)

Residentialaddress:



(last name)


Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at http://www.gov.ns.ca/snsmr/forms/rjsc.stm

Nova Scotia Registry of Joint Stock Companies, PO Box 1529, Halifax, N.S., B3J 2Y4

PU060 v0801

Service Nova Scotia and Municipal Relations

Registry of Joint Stock Companies

NS

Page 2 of 2

Change of AddressPartnerships and Business Names Registration Act

Signatory

Date:

Proprietor / Partners The following change(s) in address has/have occurred

Partner:

(postal code)(province)

(first name and middle inital)

Residentialaddress:



(last name)


For office use only

Date filed: Registry #:

Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at http://www.gov.ns.ca/snsmr/forms/rjsc.stm


PU060 v0801

Service Nova Scotia and Municipal Relations


(name of partner)

(year / month / day)

(signature of partner)

For and on behalf of all Partner(s)

Partner:

Residentialaddress:



(last name)


Partnerships and Business Names Registration ActChange of Business Name

Page 1 of 1Service Nova Scotia and Municipal Relations


Filing Fee: $34.30Business Name Change

PU0 Rev 04/11

For office use only

Date filed: Registry #:

(old business name)

The business registered and formerly operated as:

(name of partner)

(signature of partner)

Date:

Signatory

For and on behalf of all partner(s)

Registry Number:

will be conducted under the name:

(new business name)

Effective date:(year / month / day)

(year / month / day)

(Registry of Joint Stock Companies number)


Need help? Contact us at 902-424-7770 (toll free in Nova Scotia: 1-800-670-4357) or at http://www.gov.ns.ca/snsmr/forms/rjsc.stm

Appendix C

Winding Up a SocietySocieties Act


Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caWinding Up a Society Page 1 of 5 v0413

Winding Up a Society

CHECK LIST FOR WINDING UP A SOCIETY

On the following pages are the forms required to wind up a society. For help andassistance, please contact o by using the information at the bottom of this page.

Please ensure that all of these forms are completed and submitted to the address below.

Page 1: Check List

Page 2: Special Resolution signed by any cer/director of the society

Page 5: Petition form - completed and signed

These three items are also required and should be submitted to the address below.

if applicable)

the funds were in fact received.

$12.10 fee, payable to the Registrar of Joint Stock Companies

To avoid delays in processing, please ensure that the fee and all original forms (no faxes,photocopies or emails are acceptable) are submitted together to your local Access Centreor to the address at the bottom of this page.




SPECIAL RESOLUTION

Surrender of Certificate of Incorporation for

(society name)

RESOLVED as a Resolution of the Members of the Society that:

1. The Society is hereby authorized to make an application to the Registrar of JointStock Companies for the Province of Nova Scotia for the surrender of its Certificateof Incorporation, and the fixing of a date upon and from which the Society shall bedissolved in accordance with the provisions of Section 26 of the Societies Act (NovaScotia);

2. That the Secretary be and is hereby authorized and directed to file a printed copyof this Special Resolution, duly certified by the Secretary, with the Registrar of JointStock Companies.

I certify that the above is a true copy of a SPECIAL RESOLUTION duly passed by not lessthan three-fourths of the members of the society entitled to vote as were present in personor by proxy at a General Meeting of the members of the society, held on of which meeting notice of intention to pass the resolution as a special ( yyyy/mm/dd) resolution was duly given.

Date: (yyyy/mm/dd)

Director: (signature)

(name)



Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caWinding Up a Society.wpd v0413

STATEMENT OF INCOME AND EXPENDITURES FOR

(society name)

for the fiscal period ending

(yyyy/mm/dd)

20 Income

Membership fees ________Fund raising ________Other revenue ________Other revenue ________

A. Total Income ________

ExpendituresAdministration ________Education and training ________Insurance ________Professional fees ________Salaries ________Other expenditures ________Other expenditures ________

B. Total Expenditures ________

C. Net Surplus or (Deficit) (A - B = C) ________

D. Surplus or (Deficit), beginning of year ________

E. Surplus or (Deficit), end of year (C + D = E) ________



(name) (name)



Registry of Joint Stock Companies PO Box 1529 Halifax, NS B3J 2Y4Need help? Contact us at 902-424-7770 (toll-free in Nova Scotia: 1-800-670-4357) or at www.rjsc.caWinding Up a Society.wpd v0413

BALANCE SHEET FOR

(society name)

for the fiscal period ending (yyyy/mm/dd)

20 Assets

Current AssetsCash and deposits __________Accounts receivable __________Prepaid expenses __________

Capital/Fixed AssetsEquipment __________Land and buildings __________Other capital/fixed Assets __________

A. Total Assets __________

LiabilitiesCurrent liabilities

Amounts payable __________Taxes payable __________

Long Term DebtMortgage __________Other __________

B. Total Liabilities __________

EquityRetained earnings/deficit __________General reserve

C. Total Equity __________

Total Liabilities and Equity (A must equal B + C) __________



(name) (name)




PETITION FOR SURRENDER OF CERTIFICATE OF INCORPORATION

TO THE REGISTRAR OF JOINT STOCK COMPANIES: The Petition of

is hereby submitted, as follows: (name of society)

1. Your Petitioner was incorporated under the Nova Scotia Societies Act by virtue of Certificateof Incorporation Number dated ; (registry number) (date of incorporation: yyyy/mm/dd)

2. All assets owned by the Society immediately prior to this application have been distributed to , and so the Society has no assets;

(name of recipient)

3. Your petitioner has either paid or adequately provided for all debts, liabilities or other obligationsof the Society or has obtained consents from the creditors of the Society or other person havinginterests in such debts, liabilities or other obligations;

4. By Special Resolution, the members of the society authorized this Application to be made, anda copy of the Special Resolution is filed herewith;

5. The original Certificate of Incorporation of the Society (and name changes, if applicable) is/arefiled herewith.

AND THE PETITIONER REQUESTS that the surrender of the Certificate of Incorporation of yourPetitioner be accepted and its cancellation directed and the date of

fixed upon and from which your Petitioner shall be dissolved (if particular date required) and its name struck from the Register.

Dated at , Nova Scotia, on (city or town) (yyyy/mm/dd)

Chairperson: (signature)

(name)

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