Charitable Obligations of the Walrus

7/24/2019 Charitable Obligations of the Walrus

1/47

Canada Customs -

Agence des

douanes

{}I nd _Revenue

Agency

et

du

revenu

du Canada

APPLICATION TO REGISTERA CHARITY UNDER - -

- THE INCOMETA)(-AQT . .

With the exception

of

the information to be. providecl ill

Pi1rt 6

of this application, theCanada. 9ustoitls a'ric'.I .Revenue j:\gen'Cy '

permitted o_ make

all of

this form (including aily t t i ) p h ~ e n t _ s ) a y a i l a b l ~ f o t ~ e p u b l i c if

he

~ P I J l i ~ i l t i o o ~ . ~ P P X P V e ~ ail

cf

h ~ :

organization becomes registered. The Canada q u s t o ~ and ReveqlJe _Agency is also:allol/Ved to:pro"'ide copies of the

registration letter; including

any

conditions and warnings contained therei11;

if

registration is denied; h()wever, all of.the

ifjformati_on you provide remains confidential. - - - . . ' - -. -

:

. ' .

_.

- - . -- . '

Please reacd the instructions in

the

companion-publication.

Registering a Charity

tnC.C?f 16

r:axPu.rpases .

you_ vvni _eeJHtie. .

informatjon

in

the guide to complete this form properly.

Jo

help you, ttie .numbers

for

the questionson

'ftie

forn\co respond.wiln'the

__

numbers

,in

S e c t i o n 11 of the guide. Terms printed .in bold.

on.

t h ~ foftl'l am defined in tt:ie Glossaw_orijJag13:4C6JRegistering a:Chatity

tor lncorneTax

urpos_es or are

explai119d

in the inforrri


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Part-1 - Identification of applicant (cont'd)

07 Re-registration

i Has this organization ever been registered before, under either its current name or a different name?

D

Yes No (go to

08

ii Under what name was

the

organization previously registered?

iii

BN

or

registration number of the organization

at

the time its charitable registration was revoked:

iv Date of revocation:

v Reasons for revocation:

Part 2 -

List of

appl icant's dir_ect9rs

or r u ~ t e e ~

OB

Name and positi on of directors, trustees

or

other similar officials on the applicant's governing

body

Name

Position within

the

organization

i

Kenneth Alexander Direc tor

ii

James

0

Re i l l y

Di rec tor

iii Jane t Solberg

Direc tor

iv

v

vi

vii

viii

ix

x

xi

f'i rt3-

Organizational s t r u c t u r ~ o f a p p i i f ~ ~ : ,

Q9

" Internal divisions of Canadian registered char ities

Is

the organization a branch, section, parish, congregation, or other internal division of a Canadian registered charity (the parent organization)?

0 Yes (complete i to iii below and then go to 011

i

Legal name of parent organization:

ii Business Number of parent organization:

iii

Letter of

Good

Standing (see page

13

of

the

guide)

No (go to 010

0

Included


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Part

3-

Organizational structure

ofapplicant(cont d)

010

Governing document

Is the organization incorporated?

Yes (go to 010A, 010A.1and010C)

D

No (go

to 0108

and 010C)

A

Incorporated (Attach a clear copy of the entire

set

of incorporating documents, as well as a copy o f all amendments).

A.1

Certificate of good standing

or

its equivalent (see page 13 of the guide)

D

Included N/A

B

Not incorporated

Indicate below the type of governing documents the organization has and attach a clear copy, along with a copy of all amendments.

The

constitution

or

trust

deed

and amendments,

should

be signed and dated

by three current

directors

or

trustees.

D

constitution

D

trust deed

D

will

D

other (specify)

By-laws

In addition to it s constituting documents, has the organization created by-laws to govern othe r internal matters?

Yes (Attach a clear copy of the document and all amendments. This document,

as

well as all amendments must bear an effective date and be

signed and dated by two directors or trustees)

D

No (go to 011)

011'

Ownership

Does the organization currently own any real property (i.e., land or buildings)

or

does it have any future plans to own real property?

D

Yes

No

(go to 012)

If yes identify any current property and title-holding arrangements, as well as proposed title-holding arrangements for future property.

012

Designation

i

Has the organization been formed for the purpose of giving more than 50 of its income to qualified

donees

(e.g., other registered charities)?

D

Yes

No (go to

012)

ii) Are 50 or more of the

directors/trustees

names in Q.8 above not

at arm s length

with any of the other

directors/trustees?

D

Yes

No (go to.012ili)

If yes identify the relationships that exist among the directors/trustees.

iii) Has the organization received,

or

will it receive, more than 50 of its funds

or

assets from one source,

or

from a group of persons who are

not at arm s length with each other?

Yes

D

No (go to 013)

If yes identify the source of the funds or assets and any relationships among donors.

The

Foundat ion

may

rece ive

suppor t

from

other

r eg i s t e r ed cha r i t i e s

with

s imi lar goa l s These

may i nc lude The

Chawkers

Foundat ion

119222040RR0001)


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Part 4

;

Information about the activities

ofth

applfoailt

Q 3A

Activities

Describe below the organization s programs and activities

n

detail (i.e., the ones by which it claims to benefit the

community-

fundraising activities

should be recorded n 015 and 016 . In describing the activities, show how the organization intends to achieve each of the objects listed n its

governing document. Indicate as well where the organization will be carrying on each of its activities and who the intended beneficiaries are. If the

organization maintains a web site, please provide the address.

ee

endix

A


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Part 4-lnformation about the activities

of

the applicant (cont d)

5

Q 3A

Activities

(cont d)

a1:ia

Please attach minutes of meetings, newspaper cuttings, videos, fund-raising materials, pamphlets, brochure, or other items which illustrate its work

and

purposes.

If

you

would

like any

of this information

to be made available

to

the public, you

should

clearly label

the

materials accordingly.

n a

a14

. )

Political activities

A

Does the organization intend to undertake any political activities (e.g., letter-writing campaigns, public rallies, meetings with elected officials) to

achieve its purposes?

D

Yes No (go

to 015

B

If yes describe these activities in detail.


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Part Information about the activities ofthe applicant conh:i)

.

c

How do these activities help to achieve the organization s purposes?

D

Give the approximate percentage of the organization s total human, financial, and physical resources that it will devote to its political activities.

Human resources

Financial resources

Physical resources

a i ~ Occasional fund-raising

_ -- Does the organization intend to have occasional fund-raising events, such as auctions, concerts, r bingos?

D

Yes No go to

016

If yes briefly describe these events, indicate how many times a year the organization will hold each event, and estimate the percentage of the people

involved who will be volunteers.

g1{

Regular fund-raising

Does the organization intend to develop a program for soliciting donations (e.g., through an ongoing mail campaign)? Or will it sell goods on a regular

basis (e.g., videos r used clothing)? Or does the organization plan to raise funds through regular events such as weekly bingos, r charge fees on a

regular basis for its services (e.g., tuition

r

counselling)?

D

Yes

No go to 017

If yes provide details about any donor development program, describe the kinds of goods and services that the organization intends

to

sell or provide

on a continuing basis, and estimate the percentage of the people involved

n

these regular fund-raising activities who will be volunteers.


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Part s _:Financial information

7

17

Next complete fiscal period:

2006/01/01

to

2006/12/31

Year Month ay Year Month Day

n

the following section, you have to develop a proposed budget r estimate of receipts and disbursements and a list o f anticipated assets

and liabilities for the organization s next complete fiscal period.

All

applicants both those already operating and those not yet operating)

must complete this section. Organizations which have been

in

operation for over a year must also attach financial statements (see question 23).

Proposed Budget for the next complete fiscal period

Receipts and disbursements

A Receipts

Gifts from individuals

Gifts from corporations and businesses (provide name if known)

Gifts from other registered charities (provide name if known)

The Chawkers

Foundat ion

The Metca l f Foundat ion

118937010RR0001)

Fundraising activities carried on by the organization itself not already

Included above.

Fundraising activities carried on through other organizations not

already included above. Copies of any proposed or existing

contracts should be attached.

Government grants or contracts

Describe receipts from any other sources of income not already

Included above

Total estimated receipts from all sources

(Add lines 001-007)

Indicate the total (gross) dollar amounts r NI

(Record amounts once only)

1

75 000 .00

2

3 2 0 0 0 0 0 0 . 0 0

4

5

D

Attached

6

7

12 2 0 7 5 0 0 0 . 0 0

D NI

NI

D

NI

NI

NI

NI

NIA

NI

D NI


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Part

5 -

Financialinforrriation (cont d)

B

Disbursements

Charitable programs

(Please identify program and approximate amount)

See Appendix A

Gifts to

qualified donees

(identify recipient, and registration number

where applicable)

Fundraising activities carried on by the organization itself

Fundraising activities carried on by other organizations on the

charity s behalf (provide name

o

fundraising organization)

Management and administration

Remuneration and benefits not already included

Accounting and legal services

Occupancy costs not already included

Supplies and equipment not alre;idy included

Printing, publications not already Included (describe)

Social events not already Included (describe)

Other disbursements (describe)

Total estimated disbursements

(Add lines 013 to 023)

8

13 1 800 000 .00

D

N/A

14

N/A

15

N/A

16

N/A

17

60 000.00

D

N/A

18

10 000.00

D

N/A

19

7 250.00

D

N/A

2

N/A

21

3 000.00

D

N/A

22

N/A

23

N/A

29 1 880 250 .00

D N/A


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Part 5 - Financial information (cont d)

9

C. Foreign disbursements

Will any of the organization s disbursements accounted for in Part B above be used for programs outside Canada?

D Yes

No go to 0170

If yes list the locations and the amounts to be spent in each location.

Location Amount

Assets and liabilities

D. Assets

Cash on hand or in bank accounts

3

194 750.00

D N/A

Investments

(e.g., bonds, stocks, guaranteed term deposits)

31

N/A

Fixed assets

specify-

e.g., equipment, land, buildings, vehicles, inventory)

32

N/A

Total assets

35

194 750.00

(Add lines

030-032


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Part 5 Financial information (cont d)

E

Liabilities

Mortgages, loans, and notes payable specify)

36

NI

Other amounts payable specify)

37

NI

Total liabilities

4

Add lines 036 and 037)

al Financial transactions wit directors/trustees, founders, etc.

Has the organization entered into or does it propose to enter into) financial, real estate,

or

other transactions with a director/trustee, founder,

member, employee,

or

with anyone

or

any organization related to these people?

D

Yes

No go to 019)

If

yes

provide details.

1


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Part Confidential information

11

19

Business address

or

physical location

of

organization

D

Same as mailing address

05)

or:

number, street, room, floor

or

suite no., lot no., concession)

city

or

town, province, and postal code)

phone number) fax number)

029_

Physical

location of books and records

-

D

Same as mailing address

05)

or

D

Same as business address 019)

or:


or

suite no., lot no., concession)

city

or


phone number)

fax number)

Mi:

Authorized

Representative/Contact Person

:

- '

Name: Kenneth

Alexander

Full mailing address:

number, street, room, floor or suite no., lot no., concession)

city

or


phone number)

fax number)

q22

:

Confidential information

about

directors/trustees

Directorffrustee i Name:

Kenneth Alexander

Complete home address:


or

suite no., R.R.

city

or


4

phone number)

Occupation/line of work:

Directorffrustee ii Name:

James

O R e i l ly


number, street, room, floor or suite no., R.R.

city

or


phone number)



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Part 6- Confidential information (cont d)

2

Directorfrrustee iii) Name:

ane t olberg



or

suite no., R.R.)

city

or


phone number)


Directorfrrustee iv) Name:


number, street, room, floor or suite no., R.R.)

city or town, province, and postal code)

phone number)

Occupation/line

of

work:

Directorfrrustee v Name:



city

or


phone number)

Occupation/lineof work:

Directorfrrustee vi) Name:

Complete hom address:


or

suite no., R.R.)

city

or


phone number)

Occupation/lineof work:


13/47

Part Confidential

infC>rriiatiorqcont d)

Director ffrustee vii) Name:



r

suite no., R.R.)


phone number)


Directorff rustee viii) Name:



city

r


phone number)


Directorffrustee ix Name:


number, street, room, floor r suite no., R.R.)


phone number)


Directorffrustee

x

Name:


number, street, room, floor r suite no., R.R.)

city r town, province, and postal code)

phone number)



14/47

Part 6 - Confidential information (cont d)

Directorffrustee

xi

Name:


(number, street, room, floor or suite no., R.R.

(city or town, province, and postal code)

(phone number)


023

Financial statements

If the organization has been operating for over a year, attach a separate copy of its most recent financial statements.

0

Included

N/A

Pa rt

7_:

Certifipation and Final Steps

.

.

.

. _

Enclosure checklist

Have you included:

0 the parent organization s certificate, if applicable (see Q9)?

4

a copy of the governing document accompanied, i f applicable, by a copy of all amendments (see

Q1 OA ?

If the organization is not incorporated

remember to have a copy of a constitution or trust deed signed by three current directors/trustees (see Q10B).

D

D

D

a certificate of good standing, if applicable (see Q10A.1)?

a copy of the by-laws, if any (see Q10C)?

a detailed account of activities (see Q13A)?

a copy of minutes, newspaper cuttings, pamphlets, fund-raising materials, etc. (see 0138 ?

a copy

of

the latest financial statements, if applicable (see Q23)?

CERTIFICATION

(to be completed

by

two persons authorized to sign on behalf of th organization)

I certify that the information given on this form and in all attached documentation is, to the best of

my

knowledge, correct and complete.

Signature

Name (please print)

Position within organization

Date signed

2005 11 14 2005 11 14

ONCE COMPLETED THIS APPLICATION SHOULD BE MAILED TO:

CHARITIES DIRECTORATE

CANADA CUSTOMS AND REVENUE AGENCY

OTTAWA ON K1A OLS


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APPENDIX A

ADDITIONAL ANSWERS

Question 3A Activities

I OBJECTS OF THE FOUNDATION

The objects of the Foundation are as follows:

The objects

of

the Corporation are:

1 To receive and maintain a fund or funds and to use, apply,

give, devote or distribute from time to time all or part of the fund

or funds and/or the income therefrom for such purposes listed in

paragraph 2 as are in law exclusively charitable, including carrying

out its own charitable activities and making grants and donations to

such organizations, associations, corporations or trusts

as

are

registered charities

or

qualified donees under the

ncome Tax ct

Canada).

2

The purposes mentioned in paragraph 1 are as follows:

i) The advancement

of

education by promoting and

publishing a magazine devoted to the dissemination

of

literary

non-fiction and fiction writing of the highest possible quality to the

reading public;

ii)

The advancement

of

education by the promotion,

publication and dissemination

to

the public

of

educational material

on topics within the social sciences, arts and humanities, and

natural sciences disciplines;

iii) To provide a forum for writing by promoting, supporting,

and publishing good quality works by Canadian authors;

iv) The advancement of education by promoting the

development

of

writing in Canada by supporting the education of

editors and critics

of

literary non fiction and fiction writing through

the establishment and operation

of

internship programs for editors

and critics;

v) The advancement

of

education by promoting and

publishing informed and constructive dialogue on matters

of

current public policy interest among scholars, informed

commentators, leaders in the government, business, professional,

voluntary and arts sectors, and members

of

the reading public;


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(vi) The advancement of education by organizing and holding

conferences, seminars and workshops open to interested

participants on social, economic, cultural and historical issues

relating to Canada and its role in the world; and,

(vii) The advancement of education through the promotion of

literacy and reading in Canadian youth.

THE CH RIT BLE MISSION OF THE FOUND TION

The Foundation s committed to supporting and expanding letters - i.e., writing for the sake

of

writing - and the liberal arts in Canada by promoting and publishing fiction writing of a high

literary quality and literary non-fiction writing that is factual, informative and based on sound

research of an appropriate level and nature, and to ensuring that this writing is accessible to and

is valued by the reading public of all ages in Canada. The Foundation s educational mission is

thus to provide opportunities for Canadian writers and academics to write and publish and for the

Canadian reading public to read on matters of public interest and of literary significance.

The educational objects

of

the Foundation divide into a content or research component and an

outreach or communication component.

The Foundation s content or research interests include:

Canadian public policy in the areas of education, health care, the environment,

international affairs and Canada s position in the world, governance, immigration, etc;

the social sciences including sociology, anthropology, demographic studies, politics,

communications, and the media;

the humanities and arts including philosophy, history, literature, languages, and the

plastic and performing arts;

the natural sciences; and,

instrumental knowledge and technology.

n

some instances the Foundation will conduct or support original research.

n

other instances,

the Foundation s efforts will

e

to render existing academic research accessible to the reading

public.

The Foundation s outreach or communication strategies include:

publication

of

he Walrus magazine; and,

semi-annual conferences on matters

of

Canadian public policy;

2


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a minimum of four workshops per year open t all would-be Canadian contributors t

he Walrus

magazine (both veteran and aspiring) on investigative journalism, the

long-form essay, embedding research in narrative forms, Canada in the world, etc.;

two annual one-day seminars on the media in the modem world;

annual fiction book prize

of

$10,000 for best first novel;

annual non-fiction book prize of $10,000 for best work of non-fiction

of

a

non-biographical nature;

The Walrus Bookshelf, a literary event held annually in 12 Canadian cities for local

high school educators, featuring (at each event) four Canadian authors, and distributing

(at each event) 2,000 books t

e

given t graduating high school students as gifts;

Walrus Foundation University Student Essay Contest comprising three prizes - gold,

$1,000; silver, $500; bronze, $250;

two annual debates featuring two interlocutors on subjects

of

importance

t

Canadians;

editorial, critical and art internship programs with

he Walrus

magazine.

The ideas marketplace in print and long-form essays in Canada is currently overwhelmingly

dominated by American periodicals distributing widely in Canada. The Foundation, therefore,

has a special commitment t fostering the growth

of

long-form writing in Canada of a literary

non-fiction nature by Canadian writers and academics. It further believes that the terrain for

such research and writing should not be restricted to the local - i.e., restricted

t

reflecting

Canada back t Canadians; that a trained Canadian perspective has much

t

offer the world; and

that Canadian citizens are in need of perspectives on global matters researched and explicated by

Canadian writers and academics. Therefore, the Foundation is committed

t

sponsoring

Canadian writers and aqtdemics pursuing ideas both in Canada and outside

of

Canada.

The Foundation's educational mission is t bridge the divide between the university and wider

research communities (such as, for example, and

the Perimeter Institute) on the one hand, and the reading public, on the other. The Foundation

will achieve this objective through various means

of

outreach and public dissemination, such as

conferences, seminars, public debates, and,

on

a monthly basis, publishing the Walrus magazine

(described further below).

The programs of the Foundation will e overseen by a Program Director/Editor who will e

employed exclusively

y

the Foundation to formulate and pursue a content and outreach agenda

for the Foundation that is determined y the board of directors.

3


18/47

III GOVERN NCE OF THE FOUND TION

The board of directors of the Foundation will be composed of between ten (10) and fifteen (15)

directors. In the first several years of the Foundation s operation, the Foundation s governance

model will be a self-perpetuating board. As the governance of the Foundation develops, the

board, through its nominations committee, will develop criteria for board membership with a

view to ensuring that the board is composed of individuals who are administratively capable

of

leading the Foundation in the execution of its mission and who are committed to the realization

of

the objects of the Foundation. All of the following individuals have been approached and

have expressed a genuine interest in serving as members

of

the board

of

directors of the

Foundation:

Earl Berger

Marina Glogovac

Allan Gregg

Margaret Grottenthaler

David Harrison

Gerald Lazare

Jack Shapiro

Janet Solberg

The Foundation will form alliances and partnerships, on a project or long-term basis, with other

registered charities that carry on activities that are the same as or that are similar to the activities

of

the Foundation. Depending on the relationships established and other circumstances, in

several years time, the other registered charities may seek and e granted representation on the

Foundation s board.

In several years time, the board of the Foundation will consider adopting an amendment

to

the

Foundation s by-laws to admit to membership of the Foundation members of the general public

who are interested in the objects of the Foundation. However, it is unlikely that public

membership will have any voting rights. The Foundation expects to continue the

self-perpetuating board model of governance for the long-term.

In addition

to

discharging their fiduciary responsibilities

to

the foundation the board of directors

of

the Foundation will engage in such activities

as

deciding on topics for and participants at two annual conferences on matters of Canadian

public policy;

4


19/47

deciding on topics for and participants at two annual one-day seminars on the media in

the modem world;

deciding on the design of Foundation's annual fiction book prize ($10,000 for best first

novel) and on the appointment of the selection committee for this prize;

deciding on the design

of

Foundation's annual non-fiction book prize ($10,000 for best

work of non-fiction of a non-biographical nature) and on the appointment of the

selection committee for this prize;

deciding on the design and implementation of The W alms Bookshel f' -- a literary event

held annually in 12 Canadian cities for local high school educators, featuring (at each

event) four Canadian authors, and distributing (at each event) 2,000 books to be given

t

graduating high school students as gifts;

deciding on the design and implementation of the annual Walrus Foundation University

Student Essay Contest (three prizes - gold, $1,000; silver, $500; bronze, $250);

deciding on the design and implementation

of

two annual nightly debates featuring two

interlocutors on subjects of importance to Canadians;

assisting with the direction of the editorial policy for he Walrus magazine, the main

public organ of the Foundation; and,

deciding on the design and implementation of the editorial and art internship program

of

he Walrus

magazine.

IV CHARITABLE PROGRAMS, PROJE TS AND ACTIVITIES

OF THE

FOUNDATION

A The Role

of

he_

Walrus

magazine in the Foundation's Educational Mission

1 Mission of

he Walrus

The formal mission of

he Walrus

is as follows:

The mission of

he Walrus

is to be a general interest magazine

devoted exclusively to research-based literary non-fiction, fiction,

poetry and art of the highest possible educational, literary and

aesthetic value for the benefit

of

the broader reading public in

Canada.

2 Editorial Policy of

he Walrus

The General Editorial Policy of he Walrus is

as

follows:

5


20/47

The editorial policy

of

The Walrus magazine is to explore ideas and issues, and to

elevate public discourse on matters of importance to Canadians by publishing essays,

articles, and reviews based on facts and research.

The Walrus will not publish personality profiles (but can publish short character portraits

within a particular essay --

as

a vehicle

to

a broader idea).

The Walrus will not engage in service journalism. t will not publish articles on things or

consumer items, or provide lists of recommendations, etc.

The Walrus will not publish advertorial content and will ensure complete independence

of

editorial content from advertising.

The Walrus will provide a depth of analysis beyond news reporting, and will not publish

news items or wire stories.

The Walrus

will ensure that its contributors, both freelance writers and academics,

understand and execute the protocols of research and fact-based essay writing. These

protocols include searches

of

existing literature, interviewing techniques, records

of

observations, detailed note-taking, etc.

The Walrus staff will conduct its own literature searches and communicate the results

of

these searches to potential contributors prior to an assignment.

The Walrus will adhere to an educational content versus other, including advertising

ratio of at least 70:30.

The Walrus will publish poetry y Canadian poets in each and every issue, and will

publish literature in the form of short stories or memoirs in at least eight issues per year.

The Walrus will vnsure that at least 80

of

the editorial and art content in the magazine

is provided by Canadian writers and artists.

All articles appearing in The Walrus short and long and including those

of

an opinion

nature, will be based on primary and/or secondary research, and the Foundation will keep

on file the results

of

all literature searches. All material published in the magazine

(including letters to the editor, display copy, and fiction) will be rigorously checked for

facts, and the results

of

fact checking will also kept on file.

All art (including illustrations, drawings, photography, and cartoons) that accompanies

editorial content will be based on a full understanding of that content. That is, all artists

interested in collaborating with

The Walrus

on a particular essay, article, or review must

demonstrate that they have read, understood, and show a capacity for providing parallel

visual narratives of the editorial content under consideration.

6


21/47

3 Editorial Control of the Educational Content of he Walrus

he Walrus is a project

of

Foundation and,

as

such, the magazine must continuously reflect the

educational objects

of

the Foundation.

To

ensure compliance in this regard the board

of

directors

of

the Foundation will appoint a standing committee

of

the board

of

directors called the

Educational Review Committee (ERC). The ERC will be chaired by a director and its

membership will be composed

of

academics who will report

to

the board

of

directors

of

the

Foundation but otherwise be independent

of

it. The ERC will base its findings on the objects

of

the Foundation and on pre-established educational criteria agreed upon by the Foundation and

the Charities Directorate

of

the Canada Revenue Agency and consistent with educational

standards for magazines vis-a-vis Canadian charity law,

as

described in the Canada Revenue

Agency document Magazines and Education ,

as

follows:

The Income Tax Act requires that a charity devote its resources to

exclusively charitable activities. The CR accepts that registered

charities can achieve a recognized charitable purpose through the

use, creation, publication and distribution of magazines. However,

in order to be considered an acceptable charitable activity, the

contents

of

that publication must be charitable in the sense

understood by charity law.

The specific test

to

be applied is that,

to

demonstrate a publication

is charitable, the content

of

the magazine must be substantially all

charitable - generally interpreted to mean at least 90%.

Administratively this allows for certain content (non-educational

articles, advertising, games etc.) which, while not charitable in and

of

itself, is ancillary and incidental to the main charitable purpose.

Education:

The defin.ition

of

education,

as

it corresponds to charity law, is

drawn from the decisions

of

the courts. To advance education in

the charitable sense means:

training the mind;

advancing the knowledge or abilities of the recipient;

raising the artistic taste

of

the community; or

improving a useful branch of human knowledge through

research.

The Supreme Court

of

Canada set out a number

of

criteria to

determine whether a purpose or activity is charitable:

There must be structure and a genuinely educational

purpose

7


22/47

There must be a teaching or learning component

There must be a legitimate, targeted attempt

to

educate

others (simply providing an opportunity for people to educate

themselves, such s by making available materials with which this

might be accomplished but need not be, is not enough.)

Finally, although the decision o the Supreme Court extended the

definition o

education beyond traditional academic subjects, to

include teaching practical topics and skills, such

s

necessary life

skills or providing information to a specific practical end, the

knowledge being conveyed must be useful knowledge (i.e., in the

sense that its acquisition by the individual provides a special

benefit to the community).

Application

Non- artistic pieces

Whether the content o a publication is educational must be

determined by n examination o the material on a case-by-case

basis. Applying the comments o the Supreme Court o Canada to

educational magazines, the CRA would expect that:

The article presents a topic or subject

o

use

or

o

significant value to the public;

o Articles on subjects o dubious useful or practical

value are not considered educational (e.g., articles on junk,

celebrity profiles)

The purpose o the article must be to educate the reader -

generally by presenting a topic and providing a serious, thorough,

and structured analysis;

o Generally light-hearted or humour pieces do not

qualify s the purpose o these is to entertain and not

educate. Nor

do

these involve a serious or thorough

analysis o an issue.

o Articles that present only n author's opinion do not

qualify s educational. Conclusions may be drawn

provided these are based on a logical, well-reasoned and

balanced presentation

o

an issue.

8


23/47

o Articles that simply present information and facts

without additional argument, explanation and analysis lack

the teaching and learning component prescribed by the

Supreme Court.

o Articles which simply tell a story - e.g., an author

recanting a personal experience or life event - do not

qualify. While these may involve an exploration of an

idea these lack the genuine educational purpose required

by the courts, not are they structured to teach or raise the

knowledge and abilities of the recipients.

The article should be thorough, well-researched, well-

supported and unbiased

o Articles on a particular subject should provide a full

analysis of a subject. Articles which are topical or

entertaining but light on educational content will not

qualify.

o Articles should involve research drawn from

academic sources

competing

research where relevant to

present a well-rounded discussion. Wherever possible, the

sources associated with research should be cited within the

publication.

o As above, while an article may involve a conclusion

drawn from a reasoned analysis and balance presentation of

material facts, it must be generally free from significant

bias. Articles which present serious bias on a topic (i.e., by

presenting a conclusion and presenting facts to substantiate

these) will not qualify.

o Wherever possible, the author presenting on

a

substantive topic should be an individual experienced

within that field.

Artistic pieces

The notion that exposing the public to works of high artistic caliber

is educational is derived from a series of common law cases -

notably the Royal Choral Society case. In that case, the court held

that:

If the people who are providing the performance are really

genuinely confining their objects to the promotion of

aesthetic education by presenting works of a particular

kind, or up to a particular standard, this is just s much

9


24/47

education (and, in fact, having regard to the subject-matter

the best available method of education) s teaching or

lecturing a class, or anything of that kind

In this regard, where a magazine proposes to raise the aesthetic

tastes

of

the public, the following criteria should be used:

The content must either (1) deal with a particular

recognized form

of

high-end art (e.g., the article is written about

particular art such as painting, poetry, music, literature), or (2)

must present a display

of

a recognized form

of

art;

o Just because an endeavor is artistic in the loose

sense, does not mean

it

is

of

sufficient cultural value

to

be

considered educational.

o Reviews of arts and entertainment more generally

would not be acceptable. For example, reviews of

Hollywood blockbusters , television, modem music

trends, video games etc. would not be charitable.

The art presented must be

of

such a significantly high-

caliber

s to

be considered educational;

o The courts (and therefore the CRA) do not consider

that all art is of sufficient quality to be considered

educational.

n

this regard, any art presented should be

vetted through experts within a particular field.

o With respect

to

writings, the piece presented must

be

of

significant value - either due to its literary

or

historic

value. The purpose

of

the piece must be to expose the

reader to high quality artistic literature. he CRA does not

consider articles, essays, etc. educational simply because

they are well-written.

These same criteria and educational standards for magazines vis-a-vis Canadian charity law will

be supplied to all

of

he Walrus contributors.

All parties involved - that is, reviewers, contributors, and academic advisors - recognize that

he Walrus is a magazine for sophisticated readers and the general public, and that its form and

structure will vary from that of an academic journal. So, for the sake of clarity, in addition to the

educational criteria and educational standards for magazines vis-a-vis Canadian charity law, all

instructional information to reviewers, contributors, and academic advisors will also contain the

following:

10


25/47

Magazine articles in The Walrus must engage and inform the

reader and provide him/her with a learning experience. They

should evoke thoughtful consideration. Research, facts, and

arguments can

e

presented formally, but can also be embedded in

narratives and in a sense of time and/or place. Characters can be

explored but not

as

ends in themselves; rather, when described,

characters must be used as entry points toward larger issues and

ideas. The content of each article, essay, review, etc. must be

meaningful, relevant, and useful from a social, political, cultural,

and/or scientific perspective. All articles must also strive for

excellence in written communication.

The ERC will be principally responsible for ensuring that the editorial content of The Walrus

magazine achieves a minimum standard of 70 percent educational content, and no more than 30

percent non-educational content, including advertising. The ERC will be answerable to the board

of

directors

of

the Foundation, and will consistently report its findings

to it

(i.e., beginning with

the March 2006 issue ] and on all subsequent issues of the magazine). In the event

of

non

compliance by the editor

of The Walrus

who is responsible for editorial and art direction, the

board

of

directors, in turn, must take appropriate action. This action could result in the edi tor's

dismissal.

This 70/30 ratio can be averaged out over the course of a full year's magazine production

schedule. In the case of The Walrus this amounts to ten issues. Achieving this outcome is a

condition for the inclusion of The Walrus as a project of the Foundation and of the charitable

registration

of

the Foundation.

The ERC will be comprised

of

no fewer than four academics chosen from a variety

of

academic

disciplines. As the ERC members will

e

privy to editorial content destined to appear in

The

Walrus each member must sign a non-disclosure agreement which protects The Walrus and its

contributors from any leaks

of

information vis-a-vis editorial content. The editorial content

information

to

which the ERC members will be privy includes: editorial line-ups for upcoming

issues; assignment letters to contributors (which include rationales for the topic chosen and

reasons why the contributor in question is ideally suited

to

execute the article or essay in

question); literature search results; and actual articles, essays, reviews, etc.

In addition to the ERC, and to assist the editor vis-a-vis educational content, the magazine will

begin immediately

to

accumulate a roster of academics covering numerous disciplines, and to

which the editor(s) can seek counsel on a variety of ideas which, based partly on the received

wisdom and knowledge of these academic advisers, may germinate into assigned stories. This

group will be separate and independent from the ERC, but will, nonetheless, assist the magazine

in achieving its goal of maximizing educational content. In the event of a story assignment, the

views expressed by the academics (and, when possible, the contact information) will be shared

with the contracted writer.

By the March 2006 issue of

The Walrus

(sent

to

press on January 10, 2006) the work

of

the ERC

will be formative: i.e., for this and all subsequent issues

of

the magazine, the ERC will have the

responsibility of vetting all new proposed editorial content (i.e., all assignments dated from


26/47

December 1 2005) and insisting on certain types of direction. In addition, and to further ensure

that the 70/30 educational-to-non-educational ratio is achieved and honoured, beginning on

December

1

2005 and for the March 2006 issue (and all subsequent issues), all contributors will

receive a contract which outlines the educational criteria. Beginning on November 7, 2005, all

contributors already contracted to write articles, essays, reviews, etc., for The Walrus will be

alerted

to

the educational criteria

of

the magazine.

The principal task

of

the ERC is to ensure that

The Walrus

is predominantly educational; that its

editorial content is devoid of gratuitous articles; and, in general, that the magazine forwards the

Foundation's mandate of elevating public discourse on matters of importance to Canadians. As

such, over and above the prescriptive directives regularly sent by the

ER

to the editor

on

particular proposed articles, essays, reviews, etc., beginning with the March 2006 issue (and on

all subsequent issues) the ERC will have an additional role

of

reviewing each issue

of

the

magazine retrospectively.

B Other ctivities of the Foundation

1. Conferences and Seminars

In November, 2003, the Foundation hosted a one-night conference at Massey College, University

of Toronto. The conference title was The Current State of Russia and the featured speakers

were Rodney Irwin (former Canadian ambassador to Russia), David Satter (author of

The Rise

o

the Russian Criminal State , and Paul Webster (author of Are We Rearming Russia, a feature

length article which appeared in the November/December issue of The Walrus magazine.

The Foundation will host similar conferences or seminars several times per year.

Conferences themes will be selected by the board of directors of the Foundation in consultation

with the Advisory Council and with other individuals selected or approached on an ad hoc basis.

Topics currently under consideration include:

Nature vs. Nurture and the Origin of Emotions

Rethinking Multiculturalism in an Age

of

Mass Migration

Parliamentary Democracy and The Charter

The Right of Industrialization by Developing Economies

Visualization and Mathematics: How to Learn a Natural Language

Film

as Text: Breakthroughs in Canadian Documentary Filmmaking

Peopling the North: Canadian Sovereignty and Moving Beyond the 49th Parallel

Wagging the Dog: Canada as an Evolving Middle Power

12


27/47

Poetry, the Spoken Word, and Wilderness Voices

The Internet and Self Publishing: Vanity Press or True Democracy?

Hamstrung Municipalities: Reconfiguring the Division

of

Powers

Democracy and Media Consolidation

History and the Art of Conversation

Proposed keynote speakers include , , ,

, , , , ,

, , , and

2. Literacy and Young Canadians

The Foundation will foster literacy and book appreciation, especially among young Canadians,

recognize and reward teacher contributions to education, and assist Canadian book publishing.

With the primary purpose of helping young readers build their own personal libraries, the

Foundation will host literary evenings in 12 Canadian cities from coast to coast.

In

March and

April, 2004, these evenings were held

in

9 cities (St.

John s,

Halifax, Montreal, Ottawa, Toronto,

Winnipeg, Calgary, Edmonton, and Vancouver.) At each event, the audience is composed of 100

local area high school teachers specifically invited in recognition of their dedicated service. The

teachers listen to readings

by

four Canadian authors.

At

the

end

of the evenings, all participating

teachers receive a box of 20 books 5 copies of 4 titles). These 20 books are then distributed to

deserving graduating high school students as gifts from their schools.

In 2004, 18,720 books were so distributed. In 2005, the program was expanded to 12 cities, and

24,960 books were distributed. Annually, both fiction and non-fiction books will be distributed,

and the books will be from small, medium, and large publishing houses. While the primary

purpose of he Walrus Bookshelf is to help young readers build their own personal libraries, the

program also rewards hard-working teachers, and gives Canadian book publishing a significant

and necessary shot in the arm.

n addition,

to

give students access to authors, the Foundation intends to establish Web site-based

interactive dialogues between Canadian novelists and non-fiction writers and groups of students

who received their books.

3. Training

There is no doubt that Canadian schools of journalism are doing an excellent job teaching the

theoretical underpinnings

of

journalistic practice. However, practical on-site training

of

the next

generation

of

editors and art directors is essential for the on-going health

of

Canadian publishing.

To this end, the Foundation will finance four editorial interns and one art intern working at

he

Walrus magazine on six-month rotations. Already, four full rotations of interns have worked at

The Walrus. These interns have been involved in every facet of the magazine s operation. In

parallel editing (one-on-one) with experienced editors they are taken through all the stages

13


28/47

(assignment, conceptual edit, structural edit, line edit, and copy edit) on numerous articles

appearing in each issue of the magazine. It is intense training. The interns also gain experience

s researchers, outlook editors, fact checkers, and are instructed on the publishing side

(circulation, promotion, newsstand distribution, etc.,) of magazines.

To complement the daily training and

to

ensure that the interns receive the broadest education

possible, bi-monthly workshops are also part of the program. A sampling of workshops (for past

and present interns) includes: Julian Porter, one

of

Canada's foremost experts on libel law;

Cynthia Good (former editor of Penguin Canada) on editing fiction; Rita Leistner on her

experiences s an embedded journalist in Iraq; Keith Oatley, Professor of Psychology at the

University of Toronto and award-winning novelist, on a historical perspective on the

development of character in literature; Greg Keilty,

M

Group,

on

magazine circulation;

Bernadette Kuncevicus, Ryerson University, held 6 seminars on copy-editing; Ira Basen,

Canadian Broadcasting Corporation, on the spindustry; Clifford Kraus, New Yark Times

correspondent in Canada, on covering Canada; David Berlin, founding editor-in-chief of The

Walrus on key aspects

of

elevated journalistic and literary essays; all of the editors and

publishers of the magazine have also conducted workshops.

Unlike most magazines, where interns are either not paid or paid only a very small sum (and can

therefore only

be

selected from the publishing city), the Foundation wishes to ensure equality of

opportunity to intern candidates from across Canada. To do so, its internship programs must

provide a living wage.

The absence of a Canadian journal or magazine devoted

to

long-form publishing, and devoted to

rendering academic research accessible to a broad base

of

Canadian readers, means that The

Walrus as an agent of the Foundation, must instruct and train potential contributors on

research-based literary non-fiction writing. Both the magazine and the Foundation are

committed

to

this effort, and, in time, the result will be a class of writers and academics capable

of producing long-form essays (4,000-10,000 words) that compete favourably with the very best

of

foreign offerings.

Question 7 B Disbursements

The disbursements

of

the Foundation will be s follows:

The Walrus Magazine $1,000,000

Internship program $400,000

Other programs

of

the Foundation $400,000

G&C Client - 790811 v2

14


29/47

APPENDIX B

1.

Application for Supplementary Letters Patent for The Walrus Foundation.*

2. By-law No. 2 of The Walrus Foundation, amending By-law No. 1.

3. Budget for The Walrus Magazine Inc. for the year ending December 31, 2005.*

* These items will be submitted to CRA in due course. All o the proposed amendments are

described in the covering memorandum from David Stevens dated October 15, 2005.

G C 790812

vi


30/47

PPENDIX

C

LETTERS DESCRIBING THE IMPORT NCE OF TH M G ZINE

G C 790813

vl


31/47

Industry anada

anada

orporations Act

lndustrie anada

Loi sur les

corporationscanadlennes

C N D

SUPPLEMENTARY LETTERS PATENT

issued

to

THE

WALRUS FOUNDATION

r

I

The

Minister of Industry

by

vir tue of the

powers

vested in

him by

the

Canada

Corporations

Ac t does hereby vary

the

objects

of the

corporation

as

provided

in BY LAW N0.2

t the

sa id

Corporation

a copy of

which is annexed hereto to

form

part of

these presents.

Date of

Supplementary

Letters

Patent

February 3.

2006

GIVEN

under the seal o : off ice of the Minister oC Industry.

for the Ministe

r

of

Industry

File Number: 413536

-9

anada


32/47

BY LAWN0.2

A by-law to amend the provisions

of

the Letters Patent

and to authorize application for the issuance of

Supplementary Letters Patent

to

confirm the same

BE

IT

ENACTED and it is hereby enacted as By-law No. 2 of THE WALRUS FOUNDATION

(herein called the

Corporation )

as follows:

I. Subject

to

confirmation by Supplementary Letters Patent, Part Ill

of

the Letters Patent

concerning the objects, which presently reads as follows:

The object of the Corporation

is

to advance education by:

I. organizing and sponsoring conferences, seminars and workshops on social,

economic, cultural. and historical issues related to Canada and its role in the

world;

2. conducting research for the benefit of the public into social, economic, cultural,

and historical issues related to Canada and its role internationally; and

3. providing scholarships and bursaries to writers and thinkers for the purpose

of

researching social economic, cultural, and histcincal issues related to Canada and

its role n t ~ r n t o n l l y

is

deleted and replaced by the following which reads as follows:

The ,objects of the.Corporation are:

1. To receive and maintain a fund

or

fu_nds and to use, appiy, give, devote or

distribute from time to time all

or

part

of

the fund

or

funds and/or the income

therefrom for such purposes listed in paragraph 2 as are in law exclusively

charitable,including carrying out its own charitable activities and making grants

and donations to such organizations, associations, corporations or trusts as are

registered charities or qualified donees under the

ncome Tax

ct (Canada).

2. The purposes mentioned

in paragraph I are as follows :

(a) The advancement

of

education by promoting and publishing a magazine

devoted to the dissemination

of

literary non-fiction and .fiction writing

of

the highest possible quality to the reading public;

(b) The advancement

of

education

y

the promotion, publication and

dissemination to the public

of

educational material on topics within the

social sciences, arts and humanities, and natural sciences disciplines;

G C

Cli

ent - 887375 \' l Foundation

Supplcmcn

:ary Letters J> enl and

Oy-l..aws

.doc


33/47

-

2.

3.

(c)

(d)

e)

(f)

g)

.

To provide a forum fo r writing by promoting, supporting, and publishing

good quality works

by

Canadian authors;

The

advancement

of

education

by

promoting

the

development

of

writing

in Canada

by

supporting the education of editors and critics

of

literary non

fiction and fiction writing through the establishment

and

operation

of

internship programs for editors and critics;

The

advancement

of

education

by

promoting and publishing informed

and

constructive dialogue on matters

of

current public policy interest among

scholars, informed commentators, leaders in the govcmment, business,

professional, voluntary and arts sectors, and members o f the reading

public;

The

advancement

of

education by organizing and holding conferences,

seminars and workshops open to interested participants on social,

economic, cultural and historical issues relating to Canada and its role in

the world; and

The advancement

of

education through the promotion of literacy and

reading in Canadian youth.

The

Corporation is authorized to make application to

the

Minister

of

Industry Canada for

the issue

of

Supplementary Letters Patent confirming this by-law insofar as It relates to

amending the provisions

of the Letters Patent.

That any director or officer of the Corporation

be

hereby authorized and directed to

execute

on behalfof

the Corporation under its corporate seal or otherwise, all documents

in such form and with such additions, deletions or variations thereon as the said signing

officer may approve, such approval to

be

conclusively evidenced

by

his execution

of

the

said documents

and

to do

all

things necessary

or

desirable for the

due

carrying

out of

the

foregoing.

I HE REBY CE

RTIFY

that the foregoing is a true and correct copy

of

By-law No. 2, which by-

law

was

en:icted

by

the directors

on

December 12, 2005 and sanctioned

by

a vote

of

not less than

two-thirds (2/3

of

the members present at a special general meeting of the Corporation held on

December 12 2005, which by-law is still in full force and effec t, unamended.

DA

TED

the

; ,..

day

of

January, 2006.


34/47

Industry Canada

Canada

Corporations ct

lndustrie Canada

Loi sur les

corporations canadiennes

C N D

LETTERS P TENT

WHERE S an appl icat ion

has

been f i led to incorporate

a

corporat ion

under

the

name

THE

W LRUS

FOUND TION

THEREF

ORE

the Minister

of Industry by vir tue of the

powers

vested

in

him by

the

anada

Corporations Act

const i tutes the

appl icants

and such

persons as

may hereafter become members

in

the corporat ion

hereby

created

a

body

corporate

and

pol i t i c

in accordance with

the

provisions

of

the

said Act. A copy

of the said

application

i s

attached hereto and

forms

par t

hereof.

Date

of Let ters Patent

-

December 24

2002

GIVEN under

the

seal

of off ice of

the

M

n i s t e r of Industry.

for the Minister

of Industry

File

Number:

413536-9


35/47

APPLICATION FOR INCORPORATION

OF A CORPORATION WITHOUT SHARE CAPITAL

UNDER PART II OF THE C N D CORPOR TIONS CT

TO: THE MINISTER OF INDUSTRY.

The undersigned hereby apply to the Minister of Industry for the

grant of a charter by Letters Patent under the provisions of Part II

of

the Canada

Corporations ct constituting the undersigned, and such others as may become

members

of

the Corporation thereby created, a body corporate and politic under

the name of

TH

W LRUS FOUND TION

The undersigned have satisfied themselves and are assured that

the proposed name under which incorporation is sought is not the same or

similar to the name under which any other company, society, association or firm,

in existence is carrying on business in Canada or incorporated under the

law.s

of

Canada

or

any province thereof or so nearly resembles the same as to be .;

calculated to deceive, and that it is not a name which is otherwise on public

grounds objectionable.

II

The applicants are individuals of the full age of eighteen years with

power under law to contract. The name, address and occupation of each of the

applicants are as follows: .

.

"

Name Address

J Occupation

Kennett; Alexander

-

. James O'Reilly

I

- Janet Solberg

-


36/47

The said Kenneth Alexander, James O Reilly and Janet Solberg will be the first

directors of the Corporation.

The object of the Corporation is to advance education by:

1 organizing and sponsoring conferences, seminars and workshops on

social, economic, cultural, and historical issues related to Canada and its

role in the world;

2

conducting research for the benefit

of

the publ ic into social, economic,

cultural, and historical issues related to Canada and its role

internationally; and

3 providing scholarships and bursaries to writers and thinkers for the

purpose

of

researching social, economic, cultural, and historical issues

related to Canada and its role internationally.

V

The operations

of

the Corporation may be carried on throughout

Canada and elsewhere.

v

The place within Canada where the head office of the Corporation

is to be situated is in the City of Toronto, in the Province

of

Ontario.

VI

It is specially provided that in the event of dissolution or winding -

up of the Corporation all its remaining assets after payment of its liabilities shall

be distributed to one

or

more registered charitable organizations in Canada

carrying on similar activities.

VII


37/47

heby-laws of the Corporation shall be those filed with the

application for Letters Patent until repealed amended altered or added to.

VIII

3

he

Corporat ion is to carry on its operations without pecuniary gain

to its members and

any

profits

or

other accretions to the Corporation

are

to

be

used in promoting its objects

.c

7\_ DATED at the City

of

Toronto in the Province of Ontario this

- - -- day of ] g_u

J .e ;.

2002.

KCLL

KENNETH ALEXANDER

JANET

SOLBERG

B

.5185] O:\C lient Flles\w-z\Walrus Foundation\Application for Letters Patent.1A.doc


38/47

(

BY-LAW NUMBER 1

A by-law relating generally to the

conduct o the affairs o

THE WALRUS FOUNDATION

(the

Corporation

CORPORATE SEAL

1 The seal,

an

impression of which is stamped

in

the margin, shall be

the seal of the Corporation.

HEAD OFFICE

2

The Head Office of the Corporation shall

be

in

the City

o

Toronto

in the Province of Ontario.

CONDITIONS OF MEMBERSHIP

3 Membership in the Corporation shall be limited to persons

interested in furthering the objects of the Corporation and shall consist

o

anyone

whose application for admission as a member has received the approval o the

board

o

directors of the Corporation.

4

There shall

be

no membership fees or dues unless otherwise

directed by the board of directors.

5 Any member may withdraw from the Corporation by delivering to

the Corporation a written resignation and lodging a copy o the same with the

secretary

o

the Corporation.

6 Any member may

be

required to resign by a vote of three-quarters ..

o

the members at an annual meeting provided that any such member shall be

granted

an

opportunity to

be

heard at such meeting.

MEETINGS OF MEMBERS

7

The annual or any other general meeting

o

the members shall be

held within 90 days after the end of the Corporation s fiscal year,

in

the city

where the head office of the Corporation is situated.

8

At every annual meeting,

in

addition to any other business that may

be

transacted, the report of the directors, the financial statement and the report

o

the auditors shall be presented and auditors appointed for the ensuing year.

The members may consider and transact any business, either special or general,

at any meeting

o

the members. The board

o

directors or the president or vice-


39/47

.

president shall have power to call, at any time, a general meeting of the

members of the Corporation. The board of directors shall call a special general

meeting of members for a purpose not inconsistent with the

Canada

Corporations Act, on written requisition of at least 5 o the members.

9. Ten percent of the members, but not fewer than two members, will

constitute a quorum.

10.

Fourteen days written notice shall be sent by either regular mail,

facsimile transmission, or electronic mail transmission to each member of any

annual or special general meeting of members.

11. Notice of any meeting where special business will

be

transacted

should contain sufficient information to permit the member to form a reasoned

judgment

on

the decision to be taken. Notice of each meeting of members must

remind the member that he/she has the right to vote by proxy.

12. Each voting member present at a meeting shall have the right to

exercise one vote. A member may, by means of a written proxy, appoint a proxy

holder to attend and act at a specific meeting of members, in the manner and to

the extent authorized by the proxy. A proxy holder

is

not required to be a

member a member of the Corporation. Proxy forms may be submitted by

facsimile or electronic mail, as well as by personal delivery or mail.

13. Except with respect to matters which require by the

ct

that they be

dealt with at a meeting o the members, a resolution in writing signed by all. the

members entitled to vote on that resolution at a meeting of members is as valid

and effective as if passed at a meeting

o

the members duly called, constituted

and held for that purpose.

14. A majority of the votes cast by the members shall determine the

questions

in

meeting except where the vote or consent of a greater number of

members

is

required by the Act or these By-laws.

15. Unless a ballot

is

requested by a member, a declaration by the

chair of the meeting that a decision has been made and/or a decision recorded

in the minutes of the latter, it is admissible in evidence as proof on the face of

the decision without requiring proof of the number or proportion o the votes

recorded in favour of or against such a decision. Such ballot will be taken in the

manner the chair of the meeting decides.

16. No error or omission in giving notice of any annual or general

meeting or any adjourned meeting, whether annual or general, o the members

of the Corporation shall invalidate such meeting or make void any proceedings

taken thereat and any member may at any time waive notice o any such

meeting and may ratify, approve and confirm any or all proceedings taken or had

at that meeting. For the purpose of sending notice to any member, director or

officer for any meeting or otherwise, the address of the member, director of

officer shall be his/her last address recorded

on

the books of the Corporation.


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3

17 Any meeting of members may

be

adjourned and reconvened at any

time and such matters may be considered at such reconvened meeting as might

have been considered at the original meeting which was adjourned.

BO RD OF DIRECTORS

18. The property and business o the Corporation shall be managed by

a board of directors, comprised o a minimum o three directors. The number of

directors shall

be

determined from time to time by a majority o the directors at a

meeting of the board o directors and sanctioned by an affirmative vote o at

least two-thirds 2/3) o the members at a meeting duly called for the purpose o

determining the number o directors to be elected to the board o directors.

Directors must be individuals, at least 18 years

o

age, with power under law to

contract. Directors need not be members.

19. The applicants for incorporation shall become the first directors o

the Corporation whose term

o

office on the board

o

directors shall continue until

their successors are elected. At the first meeting o members, the board o

directors then elected shall replace the provisional directors named in the Letters

Patent o the Corporation.

20. Directors shall

be

elected for a term of two years by the members

at an annual meeting o

members.

21.

a.

b

c.

d

e.

f

The office of director shall be automatically vacated:

if a director shall resign his/her office by delivering a written

resignation to the secretary

o

the Corporation;

if he/she

is

found by a court to be o unsound mind;

if he/she becomes bankrupt

or

suspends payment

or

compounds

with his/her creditors ;

i

at a special general meeting o members a resolution is passed

by two-thirds o the members present at the meeting that he/she be

removed from office; or

on death; or;

if a director is absent from 3 consecutive board meetings without

leave

o

the Board,

provided that if any vacancy shall occur for any reason in this paragraph

contained, the board o directors by majority vote, may, by appointment, fill the

vacancy with a member

o

the Corporation.

22. The directors shall serve as such without remuneration and no

director shall directly or indirectly receive any profit from his/her position as such;

provided that a director may be paid reasonable expenses incurred by him in the


41/47

4

performance of his duties. Nothing herein contained shall be construed to

preclude any director from serving the Corporation as an officer or

in

any other

capacity.

23. A retiring director shall remain

in

office until the dissolution or

adjournment of the meeting at which his/her retirement is accepted and his/her

successor

is

elected.

POWERS OF DIRE TORS

24. The directors of the Corporation may administer the affairs of the

Corporation in all things and make or cause to be made for the Corporation in its

name any kind o contract which the Corporation may lawfully enter into and

save as hereinafter provided generally may exercise all such other powers and

do all such other acts and things as the Corporation is by its charter or otherwise

authorized to exercise and do.

25

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 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 o creating a trust fund

in

which the capital and interest

may be made available for the benefit of promoting the interest o the

Corporation

in

accordance with such terms as the board

o

directors may

prescribe.

The board of directors is hereby authorized from time to time

a

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;

b to limit or increase the amount to be borrowed;

c to issue or cause to be issued bonds d e e n t u r ~ s or other

securities o the Corporation and to pledge or sell the same for

such sums upon such terms covenants and conditions and at

such prices as may be deemed expedient by the board of directors;

d

to secure any such bond debentures or other securities or any

other present or future borrowing or liability

o

the company by

mortgage hypothec charge or pledge

o

all or any currently owned

or subsequently acquired real and personal movable and

immovable property of the Corporation and the undertaking and

rights of the Corporation.

26. The board of directors shall take such steps as they may deem

requisite to enable the Corporation to acquire accept solicit or receive legacies


42/47

/

I

- 5 -

gifts grants settlements bequests endowments and donations of any kind

whatsoever for the purpose of furthering the objects of the Corporation.

27. The board of directors may appoint such agents and engage such

employees as it shall deem necessary from time to time and such persons shall

have such authority and shall perform such duties as shall be prescribed by the

board

of

directors at the time of such appointment.

28. Remuneration of all officers agents and employees and committee

members shall be fixed by the board of directors by resolution. Such resolution

shall have force and effect only until the next meeting of members when such

resolution shall be confirmed by resolution of the members

or

in the absence of

such confirmation by the members then the remuneration to such officers

agents

or

employees and committee members shall cease to be payable from

the date of such meeting of members.

DIRECTORS MEETINGS

29. Meetings of the board of directors may be held at any time and

place to be determined by the directors provided that 48 hours written notice of

such meeting shall be given personally

or

transmitted by facsimile

or

electronic

mail to each director or if by mail at least 14 days prior to the meeting. Notice

by mail shall be sent at least 14 days prior to the meeting. Notice by mail shall

be sent at least 14 days prior to the meeting. There shall be at least one

meeting per year of the board of directors. No error or omission in giving notice

of any meeting of the board of directors or any adjourned meeting of the board of

directors of the Corporation shall invalidate such meeting or make void any

proceedings taken thereat and any director may at any time waive notice of any

such meeting and may ratify approve and confirm any or all proceedings taken

or had thereat. Each director

s

authorized to exercise one vote.

30. A majority

of

directors

n

office from time to time but not less than

two directors shall constitute a quorum for meetings of the board of directors.

Any meeting

of

the board

of

directors

at

which a quorum is present shall be

competent to exercise all or any of the authorities powers and discretions by or

under the by-laws

of

the Corporation.

31. If all the directors of the Corporation consent thereto generally

or n

respect of a particular meeting a director may participate in a meeting of the

board or of a committee of the board by means of such conference telephone

facilities as permit all persons participating

n

the meeting to hear each other

and a director participating n such a meeting by such means is deemed to be

present at the meeting.

INDEMNITIES TO DIRECTORS AND OTHERS

32. Every director and officer of the Corporation

or

other person who

has undertaken or is about to undertake any liability on behalf of the Corporation

or

any company controlled by it and their heirs executors and administrators


43/47

-

and estate and effects respectively shall from time to time and at all t imes

be

indemnified and saved harmless out of the funds o the Corporation from and

against:

a. all costs charges and expenses which such director officer or

other person sustains

or

incurs in

or

about any action suit or

proceedings

wh

i

ch

is brought commenced

or

prosecuted against

him/her or in respect o any act deed matter or thing whatsoever

made done or permitted by him/her in or about the execution o

the duties o his/her office

or

in respect o any such liability; and

b all other costs charges and expenses which he/she sustains

or

incurs in or about or in relation to the affairs thereof except the

costs charges or expenses as are occasioned by his/her own wilful

neglect or default.

OFFI ERS

33. The officers o the Corporation shall be a president vice-president

secretary and treasurer and any such other officers as the board o directors may

by by-law determine. Any two offices may be held by the same person. Except

for the president and the vice-president officers need not be directors. Officers

need not be members.

34. Officers shall receive no remuneration for serving as such but are

entitled to reasonable expenses incurred in the exercise o their duty.

35. Except for the office o president officers

o

the Corporation shall

be appointed by resolution

o

the board

o

directors at the

fi

rst meeting

o

the

board o directors following an annual meeting o members. The president shall

be elected at an annual meeting o members.

36. The officers o the Corporation sha

ll

hold office for two years from

the date o appointment or election or until their successors are elected or

appointed in their stead. Officers shall be subject to removal by resolution o the

board o directors at any time.

DUTIES OF OFFI ERS

37. The president sha ll be the chief executive officer o the

Corporation. He /she shall preside at all meetings o the Corporation and o the

board o directors. He/she shall have the general and active managemento the

affairs o the Corporation. He /she shall see that all orders and resolutions o the

board o directors are carried into effect.

38. The vice-president shall in the absence

or

disability o the

president perform the duties and exercise the powers

o

the president and shall

perform such other duties as shall from time to time be imposed upon him/her by

the board of directors.


44/47

7

39. The treasurer shall have the custody o the funds and securities of

the Corporation and shall keep full and accurate accounts o all assets, liabilities,

receipts and disbursements

o

the Corporation in the books belonging to the

Corporation and shall deposit all monies, securities and other valuable effects in

the name and to the credit o the Corporation in such chartered bank or trust

company, or, in the case of securities, in such registered dealer in securities as

may be designated by the board of directors from time to time. He/she shall

disburse the funds

o

the Corporation as may be directed by proper authority

taking proper vouchers for such disbursements, and shal l render to the president

and directors at the regular meeting o the board of directors, or whenever they

may require it, an accounting o all the transactions and a statement o the

financial position,

o

the Corporation. He/she shall also perform such other

duties as may from time to time be directed by the board o directors.

40. The secretary may be empowered by the board o directors, upon

resolution

o

the board

o

directors, to carry on the affairs

o

the Corporation

generally under the supervision of the officers thereof and sha ll attend all

meetings and act as clerk thereof and record all votes and minutes

o

all

proceedings

in

the books to be kept for that purpose. He/she shall give

or

cause

to be given notice

o

all meetings o the members and

o

the board o directors,

and shall perform such other duties as may be prescribed by the board

o

directors or president, under whose supervision he/she shall be.

Documents

Charitable Obligations of the Walrus