The Non-profit Corporations Regulations, 1997

Transcription

1 1 The Non-profit Corporations Regulations, 1997 being Chapter N-4.2 Reg 1 (effective February 19, 1997) as amended by Saskatchewan Regulations 84/1999, 83/2000, 77/2005, 57/2006 and 71/2013. NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation.

2 2 Table of Contents PART I Title and Interpretation 1 Title 2 Interpretation PART II General 3 Forms 4 Format of documents 5 Schedules 6 Resident Canadian 7 Use of names 8 Refusal of names 9 Amalgamated corporations 10 Financial statements 10.1 Qualifications of auditors and persons conducting reviews of financial statements 10.2 Contents of financial review report 10.3 Contents of audit report 11 Repealed 12 Extra-provincial corporations 13 Definitions PART III Electronic Documents 13.1 Interpretation and application of Part 13.2 No requirement to create or provide electronic documents 13.3 Information may be provided by electronic documents 13.4 Requirement for information to be in writing 13.5 Electronic statutory declarations and signatures 13.6 Providing electronic documents 13.7 Providing and receiving electronic documents 13.8 Exemption from Part 14 Sask. Reg. 260/79 repealed Appendix PART I Forms PART II Fees Repealed

3 3 CHAPTER The Non-profit Corporations Act, 1995 PART I Title and Interpretation Title 1 These regulations may be cited as The Non-profit Corporations Regulations, Interpretation 2 In these regulations, Act means The Non-profit Corporations Act, Mar 97 cn-4.2 Reg 1 s2. PART II General Forms 3(1) Except as stated otherwise in these regulations, the forms set out in Part I of the Appendix are the prescribed forms required to be sent to the Director or to be issued by the Director pursuant to the Act. (2) Other than the annual return of a corporation, forms submitted to the Director are not required to be obtained from the Director but are to conform as closely as possible to the format of the prescribed forms. (3) The annual return of a corporation: (a) is to be sent to the Director not later than the last day of the month following the month of the last anniversary date of incorporation unless a different date is agreed to by the Director; and (b) is to contain the information as it existed on the last anniversary date, a later date indicated on the annual return or a date agreed to by the Director. 7 Mar 97 cn-4.2 Reg 1 s3. Format of documents 4(1) The forms set out in Part I of the Appendix that are required to be sent to the Director are to be: (a) on good quality white letter size paper approximately 8 1/2 by 11 inches; (b) printed or typewritten; and (c) legible and suitable for photocopying, microfilming or imaging. (2) Numbers used in a form are to be expressed in Arabic numerals.

4 4 (3) Where practical, information in a form should be set out in tables. (4) If information required in a form does not apply, the phrase not applicable, the abbreviation N/A or a brief explanatory statement should be included. (5) Information set out in a form may be referred to in any other part of the form by a cross-reference. 7 Mar 97 cn-4.2 Reg 1 s4. Schedules 5(1) Where the allotted space in a prescribed form furnished by the Director is insufficient for the information required in the form, the person completing the form may, subject to subsection (3), incorporate the information by: (a) setting out in the allotted space in the form The annexed Schedule 1 (or as the case may require) is incorporated in this form ; and (b) annexing the information to the form as that schedule. (2) Where the allotted space in a prescribed form furnished by the Director is insufficient for an agreement or other document to be incorporated in the form, the person completing the form may, subject to subsection (3), incorporate the agreement or other document by: (a) setting out in the allotted space in the form The annexed Schedule 1 (or as the case may require) is incorporated in this form ; and (b) annexing the agreement or other document to the form as that schedule. (3) A separate schedule is required for each item of information and for each agreement or other document that is incorporated by reference. 7 Mar 97 cn-4.2 Reg 1 s5. Resident Canadian 6 For the purposes of clause (a) in the definition of resident Canadian in subsection 2(1) of the Act, the following classes of persons are prescribed as resident Canadians: (a) persons who reside outside Canada because of full-time employment with the government or an agency or crown corporation of: (i) Canada; (ii) any province or territory of Canada; (b) persons who reside outside Canada because of full-time employment with a corporation of which: (i) more than 50% of the voting shares or membership interests are beneficially owned, or over which control or direction is exercised by resident Canadians; or (ii) a majority of the directors of the corporation are resident Canadians;

5 5 (c) persons who reside outside Canada because of full-time employment with an international association or organization of which Canada is a member; (d) persons who have resided outside Canada for fewer than 10 consecutive years and are full-time students at a university or other educational institution recognized by the educational authorities of a majority of the provinces or territories of Canada. 7 Mar 97 cn-4.2 Reg 1 s6. Use of names 7 The name of a corporation must not: (a) be the same as or similar to the name of any other corporation, or to the name of any association, partnership or firm, if the use of that name would be likely to confuse or mislead, unless the corporation, association, partnership or firm consents in writing to the use of the name in whole or in part and, where required by the Director: (i) in the case of a corporation, undertakes to dissolve or change its name to a dissimilar name within six months after filing the articles by which the name is acquired; or (ii) in the case of an association, partnership or firm, undertakes to cease to carry on its business or activities, or to change its name to a dissimilar name, within six months after filing the articles by which the name is acquired; (b) suggest or imply a connection with any of the following persons, entities or groups unless consent in writing is obtained from that person, entity or group, as the case may be: (i) the Crown; (ii) the Government of Canada; (iii) the government of any municipality, province or territory of Canada; (iv) any department, branch, bureau, service, agency or activity of the Government of Canada or the government of any municipality, province or territory; (v) a political party; (vi) a leader of a political party; (vii) a university; (viii) a professional association recognized by the laws of Canada or of a province or teritory of Canada; or (c) be a name that is refused by the Director pursuant to section 8. 7 Mar 97 cn-4.2 Reg 1 s7.

6 6 Refusal of names 8(1) Unless an applicant establishes that a name has through use acquired and continues to have secondary meaning, the Director may refuse the name of a corporation if it is not distinctive because it is: (a) too general; (b) descriptive only of the quality, function or other characteristic of the goods or services in which the corporation deals or is intended to deal; (c) primarily or only a geographic name used alone. (2) The Director may refuse the name of a corporation if the name: (a) is deceptively inaccurate in describing: (i) the activities, goods or services it is proposed to be associated with; (ii) the conditions under which the goods or services will be produced or supplied; (iii) the persons to be employed in the production or supply of those goods or services; or (iv) the place or origin of those goods or services; (b) is likely to be confused with a corporation that has been dissolved; (c) is likely to be confused with any known corporation, association, partnership, society, club or firm; (d) contains any words or phrases that imply a co-operative venture, including credit union, co-operative or co-op ; (e) contains the word Canada or the name of any province or territory; (f) contains a word or phrase that is obscene or implies an undertaking that is scandalous, obscene or immoral; or (g) is, in the opinion of the Director, objectionable for any reason. 7 Mar 97 cn-4.2 Reg 1 s8. Amalgamated corporations 9(1) Where two or more corporations amalgamate, the amalgamated corporation may have: (a) the name of one of the amalgamating corporations; (b) a combination of the names of the amalgamating corporations; or (c) a distinctive new name that is not confusing. (2) Clauses (1)(b) and (c) do not apply to an amalgamation mentioned in subsection 171(1) of the Act. 7 Mar 97 cn-4.2 Reg 1 s9.

7 7 Financial statements 10(1) The financial statements mentioned in clause 142(a) of the Act must include: (a) a statement of the assets and liabilities of the corporation in the form of a balance sheet; and (b) a statement of the revenue and expenditures of the corporation. (1.1) Unless the Act or another provision of these regulations provides otherwise, the financial statements mentioned in clause 142(a) of the Act must be prepared in accordance with generally accepted accounting principles as set out in the Canadian Institute of Chartered Accountants Handbook, as amended from time to time. (2) Where a corporation is required to send a copy of its financial statements to the Director pursuant to section 147 of the Act, the Director may: (a) accept the statements in the form in which they are sent; or (b) require any additional information that the Director considers appropriate. 7 Mar 97 cn-4.2 Reg 1 s10; 23 Jne 2006 SR 57/ 2006 s5. Qualifications of auditors and persons conducting reviews of financial statements 10.1(1) For the purposes of section 148 of the Act, the prescribed qualification that a person must meet to be an auditor is that: (a) the person must be a member in good standing of a recognized accounting profession that is regulated by an Act; or (b) the person must be approved by the Director to act as an auditor. (2) For the purposes of sections 150 and 151 of the Act, the prescribed qualification that a person must meet to be appointed to conduct a review of the financial statements of a corporation is that: (a) the person must be a member in good standing of a recognized accounting profession that is regulated by an Act; or (b) the person must be approved by the Director to conduct the review. 23 Jne 2006 SR 57/2006 s6. Contents of financial review report 10.2 Unless the Act or another provision of these regulations provides otherwise, for the purposes of sections 150 and 151 of the Act, a person conducting a review of the financial statements of a corporation must conduct a review and prepare a report based on that review in accordance with the generally accepted standards for review engagements as set out in the Canadian Institute of Chartered Accountants Handbook, as amended from time to time. 23 Jne 2006 SR 57/2006 s6.

8 8 Contents of audit report 10.3 Unless the Act or another provision of these regulations provides otherwise, for the purposes of section 157 of the Act, an auditor who is required to make an examination must conduct the examination and prepare the report required by that section in accordance with the generally accepted auditing standards as set out in the Canadian Institute of Chartered Accountants Handbook, as amended from time to time. 23 Jne 2006 SR 57/2006 s6. 11 Repealed. 6 Sep 2013 SR 71/2013 s6. Extra-provincial corporations 12(1) Where a corporation incorporated or continued pursuant to the Act is continued pursuant to the laws of another jurisdiction: (a) the corporation is deemed to be registered as an extra-provincial corporation for a period of 60 days from the date of its continuance pursuant to the laws of the other jurisdiction; and (b) unless the corporation submits to the Director a completed power of attorney in Form 24, the Director shall, on the expiration of the 60-day period mentioned in clause (a), strike the name of the corporation from the register. (2) Where an extra-provincial corporation registered pursuant to the Act has been continued pursuant to the laws of another jurisdiction: (a) the corporation is deemed to be registered as an extra-provincial corporation for a period of 60 days from the date of its continuance pursuant to the laws of the other jurisdiction; and (b) unless the corporation submits to the Director a completed power of attorney in Form 24, the Director shall, on the expiration of the 60-day period mentioned in clause (a), strike the name of the corporation from the register. 7 Mar 97 cn-4.2 Reg 1 s12; 6 Sep 2013 SR 71/ 2013 s7. Definitions 13 For the purposes of section 234 of the Act: loan company means a loan corporation as defined in The Trust and Loan Corporations Act; trust company means a trust corporation as defined in The Trust and Loan Corporations Act. 7 Mar 97 cn-4.2 Reg 1 s13.

9 9 PART III Electronic Documents Interpretation and application of Part 13.1(1) In this Part: addressee means a person to whom information is to be sent pursuant to the Act or these regulations, but does not include the Director; («destinataire») designated information system means, with respect to an addressee, an information system designated by the addressee pursuant to subclause 13.2(2)(a)(ii); («système d information désigné») electronic means created, recorded, transmitted or stored in digital or other intangible form by electronic, magnetic or optical means or by any other similar means; («electronique») information includes information that the Act or these regulations require to be included in a notice or document; («information») information system means a system used to generate, send, receive, store or otherwise process an electronic document; («système d information») originator means the person sending an electronic document. («expéditeur») (2) This Part does not apply to information sent to or issued by the Director pursuant to the Act or these regulations. 23 Jne 2006 SR 57/2006 s7. No requirement to create or provide electronic documents 13.2(1) No provision of the Act or these regulations is to be construed as requiring a person to create or provide an electronic document. (2) A requirement in the Act or these regulations to provide information to an addressee is not satisfied by the provision of an electronic document to that addressee unless: (a) the addressee: (i) consents in writing; and (ii) designates an information system to receive the information; and (b) the electronic document is provided to the addressee s designated information system. (3) Notwithstanding clause (2)(b), but subject to subsection (4), an electronic document is not required to be provided to the addressee s designated information system if: (a) the originator causes the electronic document to be posted on or made available through a generally accessible electronic source, including a website; and (b) the addressee is provided with notice in writing of the availability and location of the electronic document.

10 10 (4) Information that is required by subsection 13.6(2) to be provided to an addressee s designated information system must be provided to that designated information system and not by the means mentioned in subsection (3). (5) An addressee may revoke the addressee s designation of an information system. (6) If an addressee wishes to revoke a designation of an information system, the revocation must be in writing. 23 Jne 2006 SR 57/2006 s7. Information may be provided by electronic documents 13.3 A requirement in the Act or these regulations that information be created or provided is satisfied if: (a) the information is created or provided in an electronic document; and (b) the bylaws and the articles of the corporation do not prohibit the creation or provision of an electronic document for that information nor require that the information be provided in a form other than an electronic document. 23 Jne 2006 SR 57/2006 s7. Requirement for information to be in writing 13.4(1) A requirement in the Act or these regulations that information be in writing is satisfied by the creation of an electronic document containing that information if, in addition to meeting the requirements of section 13.3: (a) the electronic document is accessible by the addressee to whom the information is to be sent or communicated so as to be usable for subsequent reference; and (b) the other requirements of this Part are met. (2) A requirement in the Act or these regulations that information be provided in writing to an addressee is satisfied if: (a) the information is provided to that addressee in an electronic document; (b) the electronic document mentioned in clause (a): (i) is accessible by the addressee; and (ii) is capable of being retained by the addressee so as to be usable for subsequent reference; and (c) the other requirements of this Part are met. 23 Jne 2006 SR 57/2006 s7.

11 11 Electronic statutory declarations and signatures 13.5(1) In this section, electronic signature means, with respect to a person, one or more letters, characters, numbers or other symbols in electronic form that the person has created or adopted in order to sign a document and that is incorporated in, attached to or associated with an electronic document. (2) Except with respect to a statutory declaration or an affidavit, a requirement in the Act and these regulations that a document be executed or a signature be incorporated in, attached to or associated with a document is satisfied with respect to an electronic document if: (a) the person signing the execution or providing the signature uses an electronic signature; (b) the technology or process used to generate the electronic signature mentioned in clause (a): (i) results in an electronic signature that is unique to the person; and (ii) can be used to identify the person providing the signature; and (c) the other requirements of this Part are met. 23 Jne 2006 SR 57/2006 s7. Providing electronic documents 13.6(1) If information is provided to several addressees, the information must be provided to all of the addressees concurrently, regardless of the manner of provision. (2) A requirement in the Act or these regulations that information be sent to a specific place is satisfied if an electronic document containing that information is sent to an information system designated for the receipt of that information. 23 Jne 2006 SR 57/2006 s7. Providing and receiving electronic documents 13.7(1) For the purposes of this Part, an electronic document is considered to have been provided to an addressee when it leaves an information system that is within the control of: (a) the originator; or (b) another person who provided the electronic document on behalf of the originator. (2) For the purposes of this Part, an electronic document is considered to have been received by an addressee: (a) when the electronic document enters the addressee s designated information system; or (b) if the electronic document is posted or made available through a generally accessible electronic source mentioned in clause 13.2(3)(a), when notice of the posting or availability is communicated to the addressee in accordance with clause 13.2(3)(b). 23 Jne 2006 SR 57/2006 s7.

12 12 Exemption from Part 13.8(1) A corporation that or a person who provides, provided or will provide information by way of an electronic document may apply to the Director for an exemption from all or any requirements of this Part with respect to a corporation. (2) On an application pursuant to this section, the Director may exempt the corporation or the person from all or any requirements of this Part if the corporation or person supplies evidence satisfactory to the Director to establish that no member of the corporation that is the subject of the application has been or will be prejudiced by a decision to grant the requested exemption. (3) An application for an exemption, and the Director s decision to exempt, pursuant to this section may be made before or after the electronic document is provided. (4) The Director may impose any conditions on a decision to grant an exemption that the Director considers appropriate. 23 Jne 2006 SR 57/2006 s7. Sask. Reg. 260/79 repealed 14 Saskatchewan Regulations 260/79 are repealed. 7 Mar 97 cn-4.2 Reg 1 s14.

13 13 Saskatchewan Justice Corporations Branch Appendix PART I Forms

14 14 23 Jne 2006 SR 57/2006 s8; 6 Sep 2013 SR 71/ 2013 s8.

15 15 FORM 2 Certificate of Incorporation Repealed. 19 Nov 99 SR 84/1999 s2.

16 16 Saskatchewan Justice Corporations Branch Notice of Registered Office Form 3 The Non-profit Corporations Act, 1995 Name of corporation: Entity No. : 1 Location of registered office This is where the books of the corporation are held. Must not be a box number. May be a legal land description (including R.M. name and number). Must be located in Saskatchewan. Street Address (or legal land description, including R.M. name and number) Saskatchewan Name of City/Town/Village Postal Code 2 Mailing address of registered office, including postal code (If the mailing address is the same as the Registered Office, check the box, otherwise, indicate the mailing address a box number is acceptable as a mailing address). Same as above OR Street Address or Post Office box number Name of City/Town/Village Province Postal Code Attention: Phone (optional) 3 Effective date of change: I,, being of the (Director/Solicitor and Agent/Authorized Officer) corporation, certify that the above information is correct and that I have the authority to request that this change be filed pursuant to The Non-profit Corporations Act, Date: Signature: 23 Jne 2006 SR 57/2006 s8.

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18 18 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8. FORM 5 Certificate of Amendment Repealed. 19 Nov 99 SR 84/1999 s2.

19 19 Saskatchewan Justice Corporations Branch Notice of Directors Form 6 The Non-profit Corporations Act, 1995 [Sections 93 and 100 of the Act] Please see reverse for instructions 1 Name of corporation: Entity No.: 2 On the day of, 20, the following persons ceased to bedirectors of the corporation: Full Name Address Occupation Resident Canadian (yes or no) 3 On the day of, 20, the following persons became directors of the corporation: Full Name Address Occupation Resident Canadian (yes or no) 4 The directors of the corporation are: Full Name Address Occupation Resident Canadian (yes or no) Date Name Office held Signature Rev 04/06

20 20 Notice of Directors Form 6 INSTRUCTIONS FOR COMPLETION This form may be used to name the directors when you incorporate or change the directors of an existing corporation. We have included two sets of instructions for these options. To name the directors when you incorporate: Item 1: Item 2: Item 3: Item 4: Type or print the name of the corporation exactly as shown in clause 1 of the Articles of Incorporation. Type or print N/A. Type or print N/A. Type or print the full first and last name of each director, his or her address, his or her occupation and whether or not he or she is a resident Canadian. If a director lives in an urban municipality, a street address is also required. To change the directors after you are incorporated: Item 1: Item 2: Item 3: Item 4: Type or print the name of the corporation exactly as shown in clause 1 of the Articles of Incorporation. Type or print the names and addresses of those persons who are no longer directors of the corporation. Be sure to include the date they ceased to be directors. Type or print the names and addresses of those persons who became directors and the date they became directors. List everyone who is now a director. Type or print the full first and last name of each director, his or her address, his or her occupation and whether or not he or she is a resident Canadian. If a director lives in an urban municipality, a street address is also required. At the bottom of the page be sure to date the form, print or type your name and sign the form. Under office held tell us whether you are the president, secretary, director or other officer of the corporation. 23 Jne 2006 SR 57/2006 s8; 6 Sep 2013 SR 71/ 2013 s8.

21 21 Saskatchewan Justice Corporations Branch Please see reverse for instructions Restated Articles of Incorporation Form 7 The Non-profit Corporations Act, 1995 [Section 167 of the Act] 1 Name of corporation: Entity No.: 2 The classes of membership: 3 Right, if any, to transfer membership interest: 4 Number (or minimum and maximum number) of directors: 5 The corporation is: a membership corporation OR a charitable corporation 6 Restrictions, if any, on activities the corporation may carry on or on the powers the corporation may exercise: 7 Persons to whom remaining property is to be distributed in the course of liquidation and dissolution of the corporation: 8 Other provisions, if any: The foregoing restated Articles of Incorporation correctly set out, without substantive change, the corresponding provisions of the articles of incorporation as amended and supersede the original articles of incorporation. Date Name Office held Signature Rev. 04/06

22 22 Restated Articles of Incorporation Form 7 INSTRUCTIONS FOR COMPLETION Format: General: Item 1: Item 2: Item 3: Item 4: Item 5: Item 6: Item 7: Item 8: Documents required to be sent to the Director pursuant to the Act must conform with sections 3 to 5 of The Non-profit Corporations Regulations, If any provision required to be set out is too long to be set out in the space provided in the form, the form may incorporate the provisions by annexing a schedule in the manner described in section 5 of the regulations. Restated Articles of Incorporation shall set out without substantive change the Articles of Incorporation as previously amended. Set out the full legal name of the corporation and the entity number. If more than one class of membership, set out the rights, privileges, restrictions and conditions that constitute the membership interests of each class. If the right to transfer membership interests is permitted, set out a statement to this effect and the conditions of that transfer. State the number of directors or a minimum and maximum number of directors. Indicate whether corporation is a membership corporation or a charitable corporation. If restrictions are to be placed on the activities the corporation may carry on or on the powers the corporation may exercise, set out the restrictions. Identify to whom any remaining property of the corporation is to be distributed on its liquidation and dissolution. Sections 192 and 209 of the Act provide for the distribution of the remaining property in the event the articles do not do so. If any other provision is contained in the Articles, set out the provision. At the bottom of the page be sure to date the form, print or type your name and sign the form. Under office held tell us whether you are the president, secretary, director or other officer of the corporation. 23 Jne 2006 SR 57/2006 s8; 6 Sep 2013 SR 71/ 2013 s8. FORM 8 Certificate of Restated Articles of Incorporation Repealed. 19 Nov 99 SR 84/1999 s2.

23 23 Saskatchewan Justice Corporations Branch Please see reverse for instructions Articles of Amalgamation Form 9 The Non-profit Corporations Act, 1995 [Section 172 of the Act] 1 Name of amalgamated corporation: 2 The classes of membership: 3 Right, if any, to transfer membership interest: 4 Number (or minimum and maximum number) of directors: 5 The corporation is: a membership corporation OR a charitable corporation 6 Restrictions, if any, on activities the corporation may carry on or on the powers the corporation may exercise: 7 Persons to whom remaining property is to be distributed in the course of liquidation and dissolution of the corporation: 8 Other provisions, if any: 9 Check the appropriate box: (1) The amalgamation agreement has been approved by special resolutions of members of each of the amalgamating corporations listed in item 11 below in accordance with section 170 of the Act; or (2) The amalgamation has been approved by a resolution of the directors of each of the amalgamating corporations listed in item 11 below in accordance with section 171 of the Act. The Articles of Amalgamation are the same as the Articles of Incorporation of (name the designated amalgamating corporation). 10 Name of the amalgamating corporation the bylaws of which are to be the bylaws of the amalgamated corporation: 11 Name of Amalgamating Corporations Signature Office held Date Rev. 04/06

24 24 Format: Item 1: Item 2: Item 3: Item 4: Item 5: Item 6: Item 7: Articles of Amalgamation Form 9 INSTRUCTIONS FOR COMPLETION Documents required to be sent to the Director pursuant to the Act must conform with sections 3 to 5 of The Non-profit Corporations Regulations, If any provision required to be set out is too long to be set out in the space provided in the form, the form may incorporate the provision by annexing a schedule in the manner described in section 5 of the regulations. Set out a proposed corporate name that complies with sections 10 to 12 of the Act and with sections 7 to 9 of the regulations. If more than one class of membership, set out the rights, privileges, restrictions and conditions that constitute the membership interests of each class. If the right to transfer membership interests is permitted, set out a statement to this effect and the conditions of that transfer. State the number of directors or a minimum and maximum number of directors. Indicate whether corporation is a membership corporation or a charitable corporation. If restrictions are to be placed on the activities the corporation may carry on or on the powers the corporation may exercise, set out the restrictions. Identify to whom any remaining property of the corporation is to be distributed on its liquidation and dissolution. Sections 192 and 209 of the Act provide for the distribution of the remaining property in the event the articles do not do so. Item 8: If any provision that may be set out in the bylaws should preferably be contained in the articles, set out the provision. Item 9: (1) The Articles must be accompanied by a copy of the required members resolution of each amalgamating corporation if the amalgamation is effected pursuant to section 170 of the Act. (2) If this amalgamation is of a holding corporation and one or more of its wholly owned subsidiaries, the Articles must be accompanied by a copy of the required directors resolution. Item 10: List the name of the appropriate amalgamating corporation. Item 11: The Articles of Amalgamation must be executed on behalf of each amalgamating corporation. Other Documents: The Articles must be accompanied by: (a) a Notice of Registered Office (Form 3); (b) a Notice of Directors (Form 6); and (c) a statutory declaration of a director or authorized officer of each amalgamating corporation. 23 Jne 2006 SR 57/2006 s8; 6 Sep 2013 SR 71/ 2013 s8.

25 25 FORM 10 Certificate of Amalgamation Repealed. 19 Nov 99 SR 84/1999 s2. Saskatchewan Justice Corporations Branch Please see reverse for instructions Articles of Continuance Form 11 The Non-profit Corporations Act, 1995 [Sections 174 and 250 of the Act] 1 Name of corporation: Entity No.: 2 The classes of membership: 3 Right, if any, to transfer membership interest: 4 Number (or minimum and maximum number) of directors: 5 The corporation is: a membership corporation OR a charitable corporation 6 Restrictions, if any, on activities the corporation may carry on or on the powers the corporation may exercise: 7 Persons to whom remaining property is to be distributed in the course of liquidation and dissolution of the corporation: 8 Other provisions, if any: Date Name Office held Signature Rev. 04/06

26 26 Articles of Continuance Form 11 INSTRUCTIONS FOR COMPLETION Format: Item 1: Item 2: Item 3: Item 4: Item 5: Item 6: Item 7: Item 8: Documents required to be sent to the Director pursuant to the Act must conform with sections 3 to 5 of The Non-profit Corporations Regulations, If any provision required to be set out is too long to be set out in the space provided in the form, the form may incorporate the provision by annexing a schedule in the manner described in section 5 of the regulations. Set out the full legal name of the corporation and the entity number. If more than one class of membership, set out the rights, privileges, restrictions and conditions that constitute the membership interests of each class. If the right to transfer membership interests is permitted, set out a statement to this effect and the conditions of that transfer. State the number of directors or a minimum and maximum number of directors. Indicate whether the corporation is a membership corporation or a charitable corporation. If restrictions are to be placed on the activities the corporation may carry on or on the powers the corporation may exercise, set out the restrictions. Identify to whom any remaining property of the corporation is to be distributed on its liquidation and dissolution. Sections 192 and 209 of the Act provide for the distribution of the remaining property in the event the articles do not do so. If any provision that may be set out in the bylaws should preferably be contained in the articles, set out the provision. At the bottom of the page be sure to date the form, print or type your name and sign the form. Under office held tell us whether you are the president, secretary, director or other officer of the corporation. Other Documents: The Articles must be accompanied by: (a) a Notice of Registered Office (Form 3); and (b) a Notice of Directors (Form 6). In addition, the Articles must be accompanied, in the case of a Saskatchewan Corporation, by a certified copy of any special resolution mentioned in clause 250(1)(b) of the Act, or, in the case of an extra-provincial corporation, by proof of authorization under the laws of the jurisdiction in which it was incorporated together with a Statement in Form Jne 2006 SR 57/2006 s8; 6 Sep 2013 SR 71/ 2013 s8. FORM 12 Certificate of Continuance Repealed. 19 Nov 99 SR 84/1999 s2. FORM 13 Certificate of Discontinuance Repealed. 19 Nov 99 SR 84/1999 s2.

27 27

28 28 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8.

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30 30 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8.

31 31

32 32 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8.

33 33 FORM 16 Certificate of Revival Repealed. 19 Nov 99 SR 84/1999 s2. Saskatchewan Justice Corporations Branch Articles of Dissolution Form 17 The Non-profit Corporations Act, 1995 [Sections 192 and 193 of the Act] Please see reverse for instructions 1 Name of corporation: Entity No.: 2 Check the appropriate box: The corporation has no property and no liabilities, has not issued any membership interests or other securities and is dissolved by a resolution of the directors. [subsection 192(1)]. The corporation has no property and no liabilities and is dissolved by special resolution of the members of each class whether or not they are otherwise entitled to vote [subsection 192(2)]. The corporation has distributed its property and discharged its liabilities pursuant to a special resolution of the members of each class whether or not they are otherwise entitled to vote [subsection 192(3)]. The corporation has sent a Statement of Intent to Dissolve to the Director (which has not been revoked) and has discharged its obligations, distributed its remaining property, and has otherwise complied with subsection 193(7). 3 Documents and records of the corporation shall be kept for six years from the date of dissolution by: Full name Address Occupation Date Name Office Held Signature Rev. 04/06

34 34 Articles of Dissolution Form 17 INSTRUCTIONS FOR COMPLETION Format: Item 1: Item 2: Item 3: Documents required to be sent to the Director pursuant to the Act must conform with sections 3 to 5 of The Non-profit Corporations Regulations, Set out the full legal name of the corporation and the entity number. Check the appropriate case. Type or print the first given name, initial and family name, business address and occupation of the person who will be liable to produce the documents and records of the dissolved corporation under section 210 of the Act. At the bottom of the page be sure to date the form, print or type your name and sign the form. Under office held tell us whether you are the president, secretary, director or other officer of the corporation. 23 Jne 2006 SR 57/2006 s8; 6 Sep 2013 SR 71/ 2013 s8.

35 35 7 Mar 97 cn-4.2 Reg 1.

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37 37 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8.

38 38 7 Mar 97 cn-4.2 Reg 1.

39 39 FORM 21 Certificate of Revocation of Intent to Dissolve Repealed. 19 Nov 99 SR 84/1999 s2.

40 40 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8. FORM 23 Certificate of Registration Repealed. 19 Nov 99 SR 84/1999 s2.

41 41 Saskatchewan Justice Corporations Branch Power of Attorney Form 24 The Non-profit Corporations Act, 1995 Name of corporation: Entity No. : appoints: Name of Power of Attorney Address (must be resident of Saskatchewan) If the Power of Attorney resides in a city his or her resident address MUST be indicated. If residence is in a rural area, use a legal land description (including R.M. name and number). Signature of Individual named as Attorney (indicates acceptance of appointment) to act as its attorney for the purpose of receiving service of process in all suits and proceedings by or against the corporation within Saskatchewan and for the purpose of receiving all lawful notices; and the corporation declares that service of process respecting such suits and proceedings, and of such notices, on the attorney is legal and binding for all intents and purposes whatsoever. If more than one person is appointed attorney, any one of them, without the others, may act as true and lawful attorney of the corporation. This appointment revokes all previous appointments. (This section is to be completed by a Director or Authorized Officer of the above corporation). Date Name Office Held Signature. Rev. 04/06 23 Jne 2006 SR 57/2006 s8.

42 42 Repealed. 6 Sep 2013 SR 71/2013 s8.

43 43 7 Mar 97 cn-4.2 Reg 1; n6 Sep 2013 SR 71/2013 s8.

44 44 Saskatchewan Annual Return [BAR CODE] Justice Corporations [Saskatchewan Corporation] Page [X] of [Y] Branch Form 26 The Non-profit Corporations Act, 1995 ENTITY NUMBER: Return due by: [DD-MMM-YYYY] ENTITY NAME: Fee: (If received by due date $ ) (If received after due date $ ) Alternate Language Name: TYPE: SUB-TYPE: I, being of the (Director/Solicitor and Agent/Authorized Officer) corporation, certify that the attached information respecting the corporation is correct and I have the authority to sign this document on behalf of the corporation. Date: Signature Generation Date: Version Number:

45 45 Saskatchewan Annual Return [BAR CODE] Justice Corporations [Saskatchewan Corporation] Page [X] of [Y] Branch Form 26 The Non-profit Corporations Act, 1995 ENTITY NUMBER: Return due by: [DD-MMM-YYYY] ENTITY NAME: Fee: (If received by due date $ ) (If received after due date $ ) Alternate Language Name: INCORPORATION DATE: Please make any changes in the white space provided MAILING ADDRESS INFORMATION: MAILING NAME: ADDRESS: CITY/PROVINCE: COUNTRY/POSTAL CODE: ATTENTION: PHONE: FAX: REGISTERED OFFICE INFORMATION: NOTE: Address cannot be a box number ADDRESS: CITY: PROVINCE: MUST BE IN SASKATCHEWAN COUNTRY/POSTAL CODE: PHONE (optional): NOTE: If a director resides in a city, a DIRECTOR/OFFICER INFORMATION: street address MUST be indicated. Allowable Number of Directors: Min *X* Max *X* NAME: Director Officer Date Ceased As Director d/m/y Director Officer ADDRESS: CITY/PROVINCE: COUNTRY/POSTAL CODE: RESIDENT CANADIAN: POSITION HELD AS OFFICER (if any): Ceased as Officer Yes No Date Became Director d/m/y NUMBER OF MEMBERS: CLASS VOTING PREVIOUS NUMBER CURRENT NUMBER RIGHTS OF MEMBERS OF MEMBERS (if any) NATURE OF ACTIVITIES:

46 46 Saskatchewan Annual Return [BAR CODE] Justice Corporations [Saskatchewan Corporation] Page [X] of [Y] Branch Form 26 The Non-profit Corporations Act, 1995 ENTITY NUMBER: Return due by: [DD-MMM-YYYY] ENTITY NAME: Fee: (If received by due date $ ) (If received after due date $ ) Alternate Language Name: GENERAL INFORMATION: FISCAL YEAR END: GROSS REVENUE (in previous reporting year): FINANCIAL STATEMENT DUE DATE: NUMBER OF FULL-TIME EMPLOYEES: NUMBER OF PART-TIME EMPLOYEES: 23 Jne 2006 SR 57/2006 s8.

47 47 Saskatchewan Justice Annual Return [BAR CODE] Corporations [Extra-Provincial Corporation] Page [X] of [Y] Branch Form 26.1 The Non-profit Corporations Act, 1995 ENTITY NUMBER: Return due by: [DD-MMM-YYYY] ENTITY NAME: Fee: (If received by due date $ ) (If received after due date $ ) Alternate Language Name: Other Legal Names: TYPE: SUB-TYPE: JURISDICTION: I, being of (Director/Solicitor and Agent/Authorized Officer) the corporation, certify that the attached information respecting the corporation is correct and I have the authority to sign this document on behalf of the corporation. Date: Signature Generation Date: Version Number:

48 48 Saskatchewan Annual Return [BAR CODE] Justice Corporations [Extra-Provincial Corporation] Page [X] of [Y] Branch Form 26.1 The Non-profit Corporations Act, 1995 ENTITY NUMBER: Return due by: [DD-MMM-YYYY] ENTITY NAME: Fee: (If received by due date $ ) (If received after due date $ ) Alternate Language Name: Other Legal Names: Please make any changes in the white space provided MAILING ADDRESS INFORMATION: MAILING NAME: ADDRESS: CITY/PROVINCE: COUNTRY/POSTAL CODE: ATTENTION: PHONE: FAX: REGISTERED OFFICE INFORMATION: ADDRESS: CITY: PROVINCE: COUNTRY/POSTAL CODE: PHONE (optional): DIRECTOR/OFFICER INFORMATION: Date Ceased As Director NAME: Director Officer Director Officer d/m/y Date became Director d/m/y ADDRESS: CITY/PROVINCE: COUNTRY/POSTAL CODE: POSITION HELD AS OFFICER (if any): Ceased as Officer Yes No POWER(s) OF ATTORNEY: NOTE: The Power of Attorney must reside in Saskatchewan NAME: THE POWER OF ATTORNEY CANNOT BE CHANGED ON THE ANNUAL RETURN. If the Attorney has changed, a new Power of Attorney form is required to be completed ADDRESS: CITY: POSTAL CODE: PHONE (optional): NATURE OF ACTIVITIES: GENERAL INFORMATION: NUMBER OF FULL-TIME EMPLOYEES: NUMBER OF PART-TIME EMPLOYEES: 23 Jne 2006 SR 57/2006 s8.

49 49 Saskatchewan Request for Name Availability Form 27 Justice Search and Reservation Corporations Branch The Non-profit Corporations Act, 1995 Name of individual (or firm) requesting search: Date: Mailing Address: City: Province: Postal Code: Attention: Phone No. Fax No. (when you may be reached between 8 a.m. and 5 p.m.) I wish to incorporate as a numbered corporation. (The number will be issued by the Corporate Registry). Please proceed to enter the type of activities. Saskatchewan Search (includes a search of names only registered in Saskatchewan) Search Options: (Results to be mailed unless fax option selected) Rush Fax Fax Number: Scope of Search (select the scope of search preferred) Search all names OR Search to first available name Names to Search (in order of preference) Each name requires a distinctive and descriptive term and must end in Inc., Incorporated, Corp, or Corporation. A distinctive term distinguishes our name from another organization carrying on similar activities. A descriptive term describes the organization s activities. E.g. Regina Business Association Inc. (If you have additional names, please attach a separate page. NOTE: You do not have to enter more than one name if you do not wish to.) Type(s) of activities this corporation intends to do: (please be specific) General location(s) in Saskatchewan where corporation will carry on activities:

50 50 This name is to be used for: Incorporation Restoral Name Change from: Extra-provincial Registration form: Amalgamation - The name will be the same as the following: Entity No. Name: Extra-provincial registration of a federally registered corporation or a Saskatchewan numbered corporation. Please proceed to enter the name of the corporation and the type of activities. ** Optional Searches Available To request a search for a trademark, federal name search or a search which contains similar names registered across Canada, contact the Corporate Registry for further details 6 Sep 2013 SR 71/2013 s8.

51 51

52 52 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8.

53 53

54 54 7 Mar 97 cn-4.2 Reg 1; 6 Sep 2013 SR 71/2013 s8.

55 55 7 Mar 97 cn-4.2 Reg 1. FORM 31 Certificate of Authorization Repealed. 19 Nov 99 SR 84/1999 s2.

56 56 PART II Fees [Section 11] Repealed. 6 Sep 2013 SR 71/2013 s9. REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN S PRINTER Copyright 2013