GUIDE TO THE MEMORANDUM OF INCORPORATION

5 NON-PROFIT COMPANY’SProvisions that must be in MOI of NPC●●●●●●●●That the company is not for profit;That sets out one or more of the public benefit objects of the company;That applies all of its assets and income (however derived) to advance itsstated objects as set out in its MOI and;That names a particular not for profit company or trust or voluntaryassociation to receive any net assets upon the winding up of the companyor sets out the manner in which the directors at the time of winding up thecompany may determine which not for profit company or trust or voluntaryassociation will receive such net assets.Regulations – Forms CoR 15.1C and D – template MOI’s for non profitcompanies – with or without members●●●●●●●●A non profit company with or without members can be incorporated;Can have voting or non-voting members;Membership can be held by juristic persons, including a profit company oran organ of state;Each voting member has at least one vote and the vote of each memberis of equal value to the vote of each other voting member on any matterto be determined by vote of the members – except to the extent that thecompany’s MOI provides otherwise.6. ADDITIONAL RULES AND SHAREHOLDERAGREEMENTSRULES●●●●●●●●●●●●Section 15(3): Except to the extent that a company’s MOI providesotherwise, the Board may make, amend or repeal any necessary orincidental rules relating to the governance of the company in respect ofmatters not addressed in the Act or the MOI;These rules cannot pertain to any similar issue relating to governance thatis already stated in Part F of Chapter 2 of the Act;The Board of Directors are required to publish a copy of these rules to theshareholders in any manner required or permitted by the MOI or the rules,and to file a copy with the Commission;Such rules would form a “Company Charter” of Governance;A rule takes effect on the date that is the later of 10 business days afterthe rule is filed or the date specified in the rule and is binding on aninterim basis until it is put to vote at the next general shareholders meetingand has been ratified by an ordinary resolution at such meeting – at whichpoint it becomes permanently binding;If a rule has been filed and is ratified by shareholders, the board must filea notice of ratification within 5 business days in the prescribed manneror form;12