Ministere des Services. conscmmateurs. aux entreprises LETTRES PATENTES

Transcription

1 '. this spase is for Ministry Use Only Espace reserve it 'usage exclusif du mioistere Ministry of Consumer and Ontario Business Services LETTERS PATENT This application constitutes the charter 01 the corporation which is issued by these Letters Patent dated this JANUARY 25 Ministere des Services aux et conscmmateurs aux entreprises LETTRES PATENTES La prese;;:", requete forme ta charta de la cornpaqnle constttuee en personne morale par lettres patentee datees du JANVER, 2002.'t~'iiiisier Of C O;lsumer" " """"""" " i..em;~(stre;dfisservices and Business Services ~~-:u.y" :sommateurs et auaente;;risos [~;~::;'~O"Qri' \ Ontario Corporation Number 1. per/par Director(A) Directrico interimalre APPROVED AS A CHARTY - POT OEUVRE DE BlENFASANCEAPPROUVEe - yep APPLCATON FOR NCORPORATON OF A CORPORATON WTHOUT SHARE CAPTAL REQUETE EN CONSTTUTON O'UNE PERSONNE MORALE SANS CAPTAL ACTONS Form 2 Corporations Act Formule 2 Loi sur les. personnes morales 1. The name of the corporation is/denomination sociale de la personne morale: E L 0 R A C E N T R E. F 0 R T H E A R T S 2. The address of the head office of the corporation is/adresse du siege social: " 75 Melville Street, Elora, Ontario (Street & No. or RR No., or Lot & Concession No. or Lot & Plan No.Post Office Box No. not acceptable; if Multi-Office Building give Room No.) (Rue et numero, ou R.R et numero. au numero de lot et de concession, au nurnero de lot et de plan; nurnero de boite postale inacceptable; s'i s'agit d'un edifice a bureaux. nurnero du bureau) Township of Centre Wellington ~ (Name of Municipality) (Postal Code/Code postal) (Nom de la municlpalite) 3. The applicants who are to be the first dire.ctors of the corporation are: Requerants appeles a devenir les premiers administrateurs de la personne morale:! i i Name in lull, including all first. middle names Nom et prenorns au complet Address for service, giving Street & No. or RR., No. or Lot & Concession No.; or Lot & Plan No., and Postal Code (Post Ofice Box No. not acceptable) Domicile elu y compos la rue et e nurnero ou la RR. et e numero, au e numero de lot et de concession. au e ournerode lot etde plan. ainsi que e code postal (Numero de boite postale inacceptable) Antoinette Ellis 94 Colborne Street, Elora ON NOB 1S0 Stephen James Reed Kitras 115 Garfraxa Street West, Fergus ON N1M 1C3 R. R. #1, Orton ON LON 1NO (08/98)

2 .- CONSENT AND UNDERTAKNG BY BODY CORPORATE, PARTNERSHP, TRUST, ASSOCATON, ETe. TO: Companies Branch Ministry of Consumer and Commercial Relations 393 University Avenue Toronto, ON M7 A 2H6 1. THE ELORA CENTRE FOR ENVRONMENTAL EXCELLENCE (name of consenting body corporate, partnership, trust, association, etc.) 94 Colbome Street, Elora, Ontario (address, giving street, number and) Township of Centre Wellington (formerly Village of Elora), County of Wellington, NOB 1SO (municipality including postal code) HEREBY CONSENTS TO THE FOLLOWNG NAME FOR USE BY A CORPORATON: '" ELORA CENTRE FOR THE ARTS (proposed name of Corporation) DATED: (day, month, year) THE ELORA CENTRE FOR ENVRONMENTAL EXCELLENCE,,_.' j. /1, Per: fi-ttc ~:[C; Antoinett7e Ellis,ASO have authority to bind the Corporation

3 6. The names and address for service of the applicants: Nom et prenorns et domicile elu des requerants : 4. Name in full, including all first, middle names Nom et prenorns au complet Antoinette Ellis Stephen Kitras James Reed Der'Yk Smith Richard Taylor Richard Wheeler Olga Domjan Timothy Murton Karen Eddie Stewart Oxley Riki Smith van Goring 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 la rue et e nurnero ou la R.R. et e nurnero, ou e nurnero de lot et de concession, ou e nurnero de lot et de plan, ainsi que e code postal (Nurnero de boite postale inacceptable) 94 Colborne Street, Elora ON NOB ls0 115 Garafraxa Street West, Fergus On N1M lc3 R. R. #1 Orton ON LON 1NO R. R. #1.Elora ON NOB 1S0 R. R. #2 Fergus ON N1M 2W3 32 Sophia Street, Elora ON NOB ls0 220 Smith Street, Elora ON NOB 1S0 7 Mill Street West, Elora ON NOB ls0 524 Colquhoun Street, Fergus ON N1M 1S1 235 Chalmers Street, Elora ON NOB 1S0 135 Union Street West, Fergus ON N1M lv2 221 Mary Street, Elora, ON NOB 1S0 This application is executed in duplicate. La presents requete est faite en double exemplaire. ames Re d ~ Deryk /tj,fyyl/v-; /h. Smith ~.~,-""~, Richard Taylor t.j.?lj~ Richard Wheeler R~-'lSttiL.a~ - --A~~-~ ~SGoring, (l71 (lq ((laqr\

4 3B. POWER TO SUE AND COMPROMSE CLAMS. (9) To demand and compel payment of all sums of money and claims to any real or personal property in which the Corporation may have an interest and to compromise any such claims, and generally to sue and be sued in its corporate name; POWER TO SSUE CHEQUES. (10) To draw, make, accept, endorse, execute and issue cheques and other negotiable or transferable instruments; POWER TO PAY COSTS OF NCORPORATON. (11) To pay all costs and expenses of, or incidental to, the incorporation; RESTRCTON ON POWERS (1). (12) Provided that it shall not be lawful for the corporation directly or indirectly to transact or undertake any business within the meaning of the Loan and Trust Corporations Act. RESTRCTON ON POWERS (2). (13) Provided further that the corporation shall not have the capacity of a natural person.

5 POWER TO NVEST. (2) To invest the funds of the corporation in such manner as the Directors may determine in those investments authorized by law for Trustees; 3A. POWER TO SOLCT DONATONS AND GRANTS. (3). 'To solicit and receive donations, bequests, legaoies and grants, and to enter into agreements, contracts and undertakings incidental thereto; POWER TO RECEVE PERSONAL PROPERTY. (4) To acquire by purchase, contract, donation, legacy, gift, grant, bequest, or otherwise, any personal property and to enter into and carry out any agreements, contracts or undertakings incidental thereto, and to sell, dispose of and convey the same, or any part thereof, as may be considered advisable; POWER TO HOLD AND DSPOSE OF REAL PROPERTY. (5) To acquire by purchase, lease, devise, gift or otherwise, real property, and to hold such real property or interest therein necessary for the actual use and occupation of the corporation or for carrying on its charitable undertaking, and, when no longer so necessary, to sell, dispose of and convey the same or any part thereof; POWER TO fire. (6) To employ and pay such assistants, clerks, agents, representatives and employees, and to procure, equip and maintain such offices and other facilities and to incur such reasonable expenses, as may be necessary, provided that the corporation shall not pay any remuneration to a Director in any capacity whatsoever; and provided that an of the foregoing is subject to sections 23 and 61 ofthe Trustee Act and any order of the court; POWER TO COOPERATE WTH ANY OTHER CHARTABLE ORGANZATONS. (7) To cooperate, liaise, and contract with other charitable organizations, institutions or agencies which carry on similar objects to that of the corporation; POWER TO PARTCPATE N THE REORGANZATON OF A COMPANY. (8) To take up proportions of any increased capital of a company or corporation in which the corporation may at any time hold shares or obligations; to purchase any additional shares or obligations in such company or corporation; to join in any plan for the reconstruction or reorganization or for the sale of assets of any company or corporation; or part thereof; to enter into any pooling or other agreement in connection with the shares or obligations of a company or corporation held by the corporation; and to give consent to the creation of any mortgage, lien or indebtedness of any company or corporation whose shares or obligations are held by the corporation; provided, however, that all ofthe foregoing is subject to the provisions of the Charitable Gifts Act;

6 3. 5. The special provisions are/dispositions particulieres: A. 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 fits objects. B. The Corporation shall be subject to the Charities Accounting Act and the Charitable Gifts Act. C. The directors shall serve as such without remuneration, and no director shall directly or indirectly receive any profit from their position as such; provided that directors may be paid reasonably expenses incurred by them in the performance of their duties. D. The borrowing power of the Corporation pursuant to any by-law passed and confmned in accordance with Section 59 of the Corporations Act 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. E. 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 which carry on their work solely in Ontario.. F. f it is made to appear to the satisfaction ofthe 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 or the Charitable Gifts Act, 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 Corporation's Act to cancel the Letters Patent of the Corporation and declare them to be dissolved. G. For the further attainment of the objects aforesaid, and as incidental and ancillary thereto, to exercise any ofthe powers prescribed by 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: POWER TO ACCUMULATE. (1) To 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;

7 2. 4. The objects for which the corporation is incorporated are: Objets pour lesquels la personne morale est constituee: a) To renovate and maintain the former Elora Junior School building and associated lands at Elora, Ontario, as an arts school and cultural centre to serve the local community and to attract artists and educators regionally, provincially, nationally and internationally. b) To establish in this centre a public gallery dedicated to the exhibition and promotion of the arts and to provide lectures, seminars, workshops and other forums for public education, as well as studio and meeting space. c) To provide a stimulating, welcoming venue for community youth aimed at enhancing artistic and cultural awareness and skills promoting co-operation and learning (08/98)

8 la. Deryk Smith Richard Taylor. Richard Wheeler Olga Domjan Timothy Murton Karen Eddie Stewart Oxley Riki Smith van Goring R. R. #1, Elora, ON NOB SO R. R. #2, Fergus, ON NM 2W3 32 Sophia Street, Elora, ON NOB SO 220 Smith Street, Elora, ON NOB 1SO 7 Mill Street West, Elora, ON NOB 1SO 524 Colquhoun Street, Fergus, ON NM S 235 Chalmers Street, Elora, ON NOB SO 135 Union Street West, Fergus, ON NM V2 221 Mary Street, Elora, ON NOB 1SO