Special Resolution A - Amendment of the By-laws

For this 2012 AGM, the NCF Board of Directors has tabled one Special Resolution, a by-law amendment. By-law amendments are enacted by a resolution passed by the board of directors, then sanctioned by approval of a Special Resolution at a meeting of members by at least two-thirds (2/3) of the votes cast, and finally made effective by approval of Corporations Canada. The resolution below was passed by the NCF Board of Directors, and is now to be considered by members at this Annual General Meeting as a Special Resolution.

Mover: NCF Board of Directors

SECTION ONE: Motion

In order to respond to changes in regulations and the marketplace, the Board recommends, consistent with the model by-laws developed by Corporations Canada for not-for-profit organizations, the following amendment to the by-laws of the National Capital FreeNet:

Be it resolved that the By-laws of the National Capital FreeNet are amended as follows:

By-law 19 which currently reads:

19. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers or executive committee of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.

is replaced by:

19. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers or executive committee of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.

The board of directors is hereby authorized, from time to time

1. to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
2. to limit or increase the amount to be borrowed.

SECTION TWO: Comments from proposer of the motion

This amendment adds two clauses to By-law 19 to permit the Board of Directors to authorize borrowing.

SECTION THREE: Comments from your NCF Board

Voting 'For' on this motion is recommended by the Board of Directors.