REPORT TO BOARD OF DIRECTORS. Application for Supplementary Letters Patent Date Submitted: November 17, 2014

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1 Attachment 4.3 REPORT TO BOARD OF DIRECTORS Topic: Application for Supplementary Letters Patent Date Submitted: November 17, 2014 Submitted to: Submitted by: Board of Directors Gary O Connor, CEO Upon further investigation into the process of changing the Centre s name to Gambling Research Exchange Ontario (GREO), we have been advised by our legal counsel that we must update our company name on our Letters Patent. Upon reviewing our Letters Patent, it has been suggested we make minor updates and changes to ensure our Letters Patent are in-line with our new mandate. The changes required are listed below in the recommendation to the Board. Application Process The application process for Supplementary Letters Patent requires a Board motion to approve the changes and present the changes to the members. A Meeting of the Members is then required for a Resolution of the changes. We have added this item to today s agenda in order to start the process and obtain the Board s approval of the application process and the revisions needed. Our Bylaws state a minimum of 10 days is required as a notice period of a Meeting of the Members. In order to expedite the process, we will be conducting a Written Resolution, as stated in the Bylaws: 3.8 Written Resolutions A resolution signed by all the Members entitled to vote on that resolution at a meeting of the Members is as valid as if it had been passed at a meeting of the Members. As a result of this clause in the Bylaws, we will have a written resolution (drafted by our lawyer) sent to each Member on November 19, OPGRC/GREO requires your signature on this written resolution and that it is returned to Karen Danis, via . The Board motion and the Resolution will then be added to the application form and sent to the Board Chair for signature in duplicate. Once returned and signed also by the CEO, the application form and $ fee will be sent to the Ministry of Government Services. Recommendation I recommend the Board of Directors approve the application for Supplementary Letters Patent, with the following revisions and present the changes to the members at a Meeting of the Members: 1

2 Attachment Update Name of Corporation from: Ontario Problem Gambling Research Centre To Gambling Research Exchange Ontario 2. Update Address of the head office of the corporation from: 505 Consumers Road, Suite 801, Toronto Ontario M2J 4V8 to Ontario* *The new Letters Patent format does not require the full address. It only requires the province. 3. Add the following Object to section 4 of the Letters Patent: To provide knowledge translation and exchange designed to minimize the harms of problem gambling. We have been advised to leave the existing Object unchanged to maintain greatest flexibility for the corporation (we are not required to engage in all activities described). 4. Update Section 5, Special Provisions, to remove item 4 The Corporation shall be subject to the Charities Accounting Act, Ontario and the Charitable Gifts Act, Ontario. Since OPGRC was never designated a charity, our Letters Patent will be revised to reflect that we are not a registered charity. 5. Update Section 5, Special Provisions, to remove reference to the Charities Accounting Act and Charitable Gifts Act and replace with Corporations Act. 6. Update Section 5, Special Provisions, to replace the following: Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organisations that carry on their work solely in Ontario for the purposes of preventing, treating or researching problem gambling. with the following: Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to organizations in Ontario that carry on similar purposes as the corporation. Respectfully submitted by: Gary O Connor, CEO 2

3 This space is for Ontario Corporation Number Numero de Ia personne morale en Ontario try~m i~.fl. 1.Y; of ce,ese rve a Ministcrc de age-'j?cbtil!jftl er and Ia Consommation Ontarinl m lo~ rfll:el ercial Relations et du, ommerce ETTERS PATENT u:: - :P.ES PAIENTES (his: pplication cons titutes the chart: r LJ p;fiscn 1 " 18 quete forme Ia charte de Ia f~~~~ ~~{~~~a~~~~~ hdi c h isd 1 ', sh~ued by compagn:o constitute en personne morale ~w " ~... ~ ~ a c IS par lattres patentes datees du ~ APRIL 1 4 AVRil M ~ ~ ' "00.0 1n1ster of Consumer and Commercial Rel;:!tions per/par ~:D. tvi/1 Director 1 Directeur ~ Le Mm1stre de Ia ConsommaliOn et du Commerce 1. APPROVED AS A CHARITY- PGT OEUVRE DE BIENFAISANCE APPROUVEE TCP APPLICATION FOR INCORPORATION OF A CORPORATION WITHOUT SHARE CAPITAL REQUETE EN CONSTITUTION D'UNE PERSONNE MORALE SANS CAPITAL ACTIONS Fonn 2 Corporatio Act Fonnule Loi sur le personne morales 1. The name of the corporation is/denomination sociale de Ia personne morale : 0 N T A R I 0 p R 0 B L E M G A M B L I N G R E S E A R c H c E N T R E 2. The address of the head office of the corporation is/adresse du siege social: I; 505 Consumers Road Suite 801 (Street & No., or R.R. No., or Lot & Concession No., or Lot & Plan No.,Post Office Box No. not acceptable; if Multi-Gffice Building give Room No.) (Rue et numero, ou R.R. et numero, ou numero de lot et de concession, ou numero de lot et de plan; numero de boite postale inacceptable; s'il s'agit d'un edifice a bureaux, numero du bureau) Toronto, Ontario (Name of Municipality) (Nom de Ia municipali!li) (Postal Code/Code postal) 3. The applicants who are to be the first directors of the corporation are: Requerants appeles a devenir les premiers administrateurs de Ia personne morale : Name in full, including all first, middle names Nom et pre noms au complet Address for service, giving Street & No., or R.R., No. or Lot & Concession No., or Lot & Plan No., and Postal Code (Post Ofice Box No. not acceptable) Domicile elu y compris Ia rue et le numero ou Ia R.R. et le numero, ou le numero de lot et de concession, ou le numero de lot etde pla'n, ainsi que le code postal (Numero de boite postale inacceptable) Jon Edward Kelly Dr. Giora Ron Frisch Wendy Elaine Dolan 80 Sparkhall Avenue Toronto, Ontario M4K 1G6 260 Prado Place Windsor, Ontario NBS 2Hl 63 Rupert Street Thunder Bay, Ontario P7B 3W {08/98)

4 2. 4. The objects for which the corporation is incorporated are: Objets pour lesquels Ia personne morale est constituee: The objects of the Corporation shall be as follows: 1. To establish, hold, maintain, invest and otherwise administer one or more funds and to use, give, apply, devote or distribute from time to time all or any part of the fund or funds and the income therefrom for the purposes of enhancing the understanding of problem gambling and strengthening treatment and prevention practice through research including, without limitation: (a) (b) (c) (d) providing funding for theoretical and applied research into problem gambling; creating an information dissemination network uniting the treatment field and other agencies and interests involved in the prevention and treatment of, and research relating to, problem gambling; for the benefit of any hospital, university, foundation or other organization, whether or not incorporated, in respect of clinical trials, prevention, education, publication and research, relating to problem gambling; and for the improvement of treatment and the advancement of education, research, and the delivery of services relating to problem gambling (08/98)

5 3. 5. The special provisions are/dispositions particulieres: The corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in promoting its objects. La personne morale doit exercer ses activites sans rechercher de gain pecuniaire pour ses membres, et tout benefio ou tout accroissement de l'actif de Ia personne morale doit etre utilise pour promouvoir ses objets. SPECIAL PROVISIONS 1. The Corporation shall be carried on without purpose of gain for its directors ("Directors") and members ("Members") and any profits or other accretions of the Corporation shall be used in promoting its objects. 2. The Directors shall serve as such without remuneration and shall not directly or indirectly receive any profit from their position as Directors, unless authorized by court order pursuant to the Trustee Act, Ontario. The Directors may be paid reasonable expenses incurred by them in the performance of their governance duties. 3. The borrowing power of the Corporation pursuant to any by-law passed and confirmed in accordance with Section 59 ofthe Corporations Act, Ontario shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the Corporation shall not be so limited if it borrows on the security of real or personal property. 4. The Corporation shall be subject to the Charities Accounting Act, Ontario and the Charitable Gifts Act, Ontario. 5. Ifit is made to appear to the satisfaction of the Minister, upon report of the Public Guardian and Trustee, that the Corporation has failed to comply with any of the provisions of the Charities Accounting Act, Ontario or the Charitable Gifts Act, Ontario, the Minister may authorize an inquiry for the purpose of determining whether or not there is sufficient cause for the Lieutenant Governor to make an Order under subsection 317(1) of the Corporations Act to cancel the Letters Patent of the-amalgamated Corporation and declare it to be dissolved. 6. Upon the dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations that carry on their work solely in Ontario for the purposes of preventing, treating or researching problem gambling (08/98)

6 3(a) POWERS 1. In respect of the objects set out in Section 4, and as incidental and ancillary thereto, the Corporation may exercise any of the powers it possesses pursuant to the Corporations Act, or by any other statutes or laws from time to time applicable, except where such power is contrary to the statutes or common law relating to charities, and in particular, without limiting the generality of the foregoing, the Corporation has the power to: (a) (b) (c) (d) (e) (f) (g) (h) acquire, accept, solicit or receive any kind of real or personal property by contract, donation, gift, legacy, bequest and otherwise to establish a fund or funds for use in promoting the objects of and carrying on the work of the Corporation; hold, maintain, invest and administer the said fund or funds of the Corporation; invest and re-invest the funds of the Corporation in such manner as its board of directors (the "Board") may determine, and in making such investments, the Board shall not be limited to investments authorized by law for trustees under the Trustee Act, Ontario, provided that such investments are reasonable, prudent and sagacious in the circumstances and do not constitute, either directly or indirectly, a conflict of interest; accumulate from time to time part of the fund or funds of the Corporation and income therefrom subject to any statutes or laws from time to time applicable; acquire real property as necessary or desirable for the alteration, expansion or enlargement of its facilities, or otherwise for the purposes of the Corporation, by gift, deed or lease; acquire personal property as necessary or desirable for the purposes of the Corporation by gift, purchase or lease; sell or dispose of any real or personal property no longer required for the purposes of the Corporation and to hold any proceeds derived from such sale or disposal and apply them for the purpose of the Corporation; and promote, support and benefit activities pertaining to enhancing the understanding of treatment and prevention of problem gambling through research including, without limitation, clinical trials, prevention, education, publication and research relating to problem gambling.

7 6. The names and address for service of the applicants: Nom et prenoms et domicile elu des requerants : 4. Name in full, including all first, middle names Nom et prenoms au complet Address for service, giving Street & No., or R.R., No. or Lot & Concession No., or Lot & Plan No., and Pos Code (Post Ofice Box No. not acceptable) Domicile elu y compris Ia rue et le numero ou Ia R.R. et le numero, ou le numero de lot et de concessi< ou le numero de lot et de plan, ainsi que le code postal (Numero de boite postale inacceptable) Jon Edward Kelly Dr. Giora Ron Frisch Wendy Elaine Dolan 80 Sparkhall Avenue Toronto, Ontario M4K 1G6 260 Prado Place Windsor, Ontario NBS 2Hl 63 Rupert Street Thunder Bay, Ontario P7B 3W6 This application is executed in duplicate. La presente requete est faite en double exemplaire. Signatures of applicants/signature des requerants Dr. Giora Ron Frisch (08/98)