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Special Meeting of Nature Canada Members Called for February 25, 2011

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You are cordially invited to attend a Special Meeting of Nature Canada Members Friday at 1:30PM, February 25th, 2011 at 75 Albert Street, Suite 300, Ottawa, Ontario. This Special Meeting of Nature Canada Members has been called to address changes to Nature Canada’s Supplementary Letters Patent. This is to ensure compliance to the Canada NotForProfit Corporations Act.

Nature Canada provides, through the use of proxy votes, the option for members unable to travel or for those concerned about the cost of travel or its effect on our environment to participate without these concerns. Your vote is important.

These proxy materials are furnished in connection with the solicitation by the Board of Directors of Nature Canada, of proxies to be voted at the February 25th Special Meeting of Nature Canada Members.

For further information and/or to confirm your attendance at the Special Meeting of Nature Canada Members, please contact 1‐800‐267‐4088 Ext 100.

 

BACKGROUND

In 2009, the Ontario government introduced the new Canada Not‐For‐Profit Corporations Act. The Not‐ For‐Profit Act will, when passed, provide Ontario’s 46,000 not‐for‐profit corporations with a modern legal framework which will:

  • Enhance corporate governance and accountability;
  • Simplify the incorporation process;
  • Give more rights to members; and
  • Better protect Directors and Officers from personal liability.

At the June 2010 Nature Canada Board of Directors meeting, the Board reviewed and approved a course of action to ensure compliance with the new Canada Not‐For‐Profit Corporations Act (CNCA). Once the CNCA is proclaimed in force, corporations incorporated under Part II of the Canada Corporations Act (Nature Canada included) will have three years to comply with the new Act by applying for a certificate of continuance.

Nature Canada’s retained the services of Carters and Associates, who have recommended that the Nature Canada objects be updated and revised in advance of the CNCA being enforced.

 

PROPOSED CHANGES TO THE NATURE CANADA OBJECTS

At the October 24th, 2010 Nature Canada Board of Directors meeting the Board passed the following Motion (please see below). These changes are now before the Nature Canada Members for approval at the February 25th, 2011 Special Meeting of Nature Canada Members.

MOTION: That the Directors of Nature Canada authorize an application for Supplementary Letters Patent amending and varying the provisions of the Letters Patent incorporating Nature Canada by deleting the purposes and objects of the Letters Patent that presently read as follows:

(a) to educate the public to recognize the value of, and the need for protecting, wild birds and other animals, plants, soil and water, as well as of the interdependence of these several natural resources;
(b) to improve public understanding of the relation to human progress of intelligent treatment and wise use of natural resources;
(c) to study and conduct research with relation to the scientific facts, a knowledge of which is essential to the foundation of sound policies in the field of conservation;
(d) to publish and distribute documents as a means of disseminating information;
(e) to obtain money by way of public appeal or otherwise and accept, receive, hold, sell, invest, reinvest and administer gifts, legacies, bequests, devises, funds, benefits of trusts and property of any sort or nature without limitation as to amount or value or source and to use, apply, employ, expend, disburse or donate the income and any part of the principal of the funds of the Corporation for the promotion of the interests of the Corporation within Canada in whatever manner the directors of the Corporation may from time to time determine.

And confirming the insertion of the following wording in its place:

The Objects of the Corporation are to protect, conserve and restore the diversity of nature by:

(a) Conserving and protecting birds and other wildlife and, where practical,
restoring their habitats;
(b) Identifying, monitoring and conserving a network of protected sites for wildlife in Canada;
(c) Carrying out educational programs which foster an appreciation and
understanding of nature;
(d) Carrying out environmental research and disseminating the results of research to the public;
(e) Raising public awareness about the importance of nature conservation and wildlife protection;and
(f) Encouraging environmental stewardship of species and habitats.


Nature Canada is a member-based non-profit nature conservation organization dedicated to protecting nature, its diversity, and the processes that sustain it.  Our supporters include over 40,000 individual supporters and 100 affiliated organizations, including local and provincial naturalist groups. Nature Canada and Bird Studies Canada are Canadian co-partners in BirdLife International, a global partnership of conservation organizations that conserve birds, habitat and global biodiversity.