United Way Amalgamation Agreement

United Way Amalgamation Agreement

February 01, 2018

AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT enter into this day of * , 2018,

BETWEEN

UNITED WAY OF NIAGARA FALLS AND GREATER FORT ERIE

(hereinafter referred to as “UWNFGFE”)

OF THE FIRST PART

- and –

THE UNITED WAY OF ST. CATHARINES & DISTRICT

(hereinafter referred to as “UWSC”)

OF THE SECOND PART

- and –

UNITED WAY OF SOUTH NIAGARA

(hereinafter referred to as “UWSN”)

OF THE THIRD PART

WHEREAS UWNFGFE was amalgamated under the Corporations Act, RSO, 1990, c. C.38, as amended, (the “Act”) by Letters Patent of Amalgamation dated November 2, 2007;

AND WHEREAS UWSC was incorporated under the Companies Act by Letters Patent dated October 23, 1953 under the name “The Community Chest of St. Catharines & District, Inc.”, as amended under the Act by Supplementary Letters Patent dated January 26, 1977 changing its name to “The United Fund of St. Catharines & District, Inc.”, and as further amended under the Act by Supplementary Letters Patent dated April 3, 1979 changing its name to “The United Way of St. Catharines & District”;

WHEREAS UWSN was incorporated under the Act by Letters Patent dated July 14, 1964 under the name “Welland and District United Appeal”, as amended under the Act by Supplementary Letters Patent dated May 14, 1985 changing its name to “United Way of South Niagara”;

AND WHEREAS UWNFGFE, UWSC and UWSN, acting under the authority contained in section 113 of the Act, have agreed to amalgamate upon the terms and conditions hereinafter set out;

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AND WHEREAS UWNFGFE, UWSC and UWSN have each made full disclosure to the other of all their respective assets and liabilities;

AND WHEREAS UWNFGFE, UWSC and UWSN have the same or similar objects;

AND WHEREAS it is desirable that the said amalgamation should be effected;

NOW THEREFORE the parties hereto hereby agree as follows:

1. In this Agreement the expression “Amalgamated Corporation” means the corporation continuing from the amalgamation of UWNFGFE, UWSC and UWSN, the parties hereto.

2. UWNFGFE, UWSC and UWSN do hereby agree to amalgamate under the provisions of section 113 of the Act (the “Amalgamation”) and to continue as one corporation upon and subject to the terms and conditions hereinafter set out.

3. The name of the Amalgamated Corporation shall be: United Way Niagara.

4. The registered office of the Amalgamated Corporation shall be situated in the City of St. Catharines, Ontario. The address for the registered office shall be 63 Church St., St. Catharines, Ontario, L2R 3C4.

5. The Amalgamation shall become effective *, 2018, and shall be effected by way of this agreement and pursuant to section 113 of the Act.

6. The Amalgamated Corporation shall be a corporation without share capital under Part III of the Act.

7. The first directors of the Amalgamated Corporation shall be the persons whose names and addresses are set out below, who shall hold office for the terms indicated below, or until their successors are elected or appointed in accordance with the by-laws of the Amalgamated Corporation:

NAME ADDRESS

SEE SCHEDULE “A” ATTACHED HERETO

8. The subsequent directors of the Amalgamated Corporation shall be elected thereafter at the general meeting of the members by a majority of the votes cast at such meeting. The management and supervision of the business of the Amalgamated Corporation shall be under the control of the board of directors from time to time, subject to the provisions of the Act.

9. The objects for which the Amalgamated Corporation is amalgamated shall be as follows:

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(a) To receive and maintain funds and other property and to apply all or part thereof and the income therefrom for charitable purposes and to charitable organizations within the area of the Regional Municipality of Niagara;

(b) To increase the efficiency of charitable organizations and the effectiveness of their work by providing advice and support services in the form of volunteers, internal management, operational and administrative programs;

(c) To provide support for benevolent and charitable enterprises, federations and agencies engaged in community service work by the collection and disbursement of funds for the work of such enterprises, federations and agencies;

(d) To study the health, welfare and recreational needs of the community and by co-operative effort to meet these needs through the development of an efficient, economical and constructive program;

(e) To encourage and promote high standards, economy and efficiency in organizations and groups interested in health, welfare and recreation in the community and to prevent waste and overlapping, including re-organization and amalgamation of services where by study and mutual agreement such action is deemed possible and desirable in the interests of the community’s welfare;

(f) To make known and promote a proper understanding of the work of the Amalgamated Corporation’s members and an appreciation of the benefits from and the place of social service work in the community;

(g) To enter into any arrangements with any authorities, governmental, municipal, local or otherwise, which may seem conducive to the Amalgamated Corporation’s objects or any of them, and to obtain from any such authority any rights, privileges and concessions which the Amalgamated Corporation may think is desirable to carry out, exercise and comply with any arrangements, rights, privileges and concessions;

10. The special provisions of the Amalgamated Corporation shall be as follows:

(a) The Amalgamated Corporation shall be carried on without the purpose of gain for its members and any profits or other accretions to the Amalgamated Corporation shall be used in promoting its objects;

(b) The Amalgamated Corporation shall be subject to the Charities Accounting Act;

(c) The directors shall serve as such without remuneration and no director shall directly receive any profit from their positions as such, provided that the directors may be paid reasonable expenses incurred by them in the performance of their duties;

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(d) The borrowing power of the Amalgamated Corporation pursuant to any by-law passed and confirmed 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 Amalgamated Corporation shall not be so limited if it borrows on the security of real or personal property;

(e) If it is made to appear to the satisfaction of the Minister, upon report of the Public Guardian and Trustee, that the Amalgamated Corporation has failed to comply with any of the provisions of the Charities Accounting 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 Corporations Act to cancel the letters parent of the Amalgamated Corporation and declare them to be dissolved;

(f) Upon the dissolution of the Amalgamated Corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charities registered under the Income Tax Act (Canada), in Canada;

(g) To invest the funds of the Amalgamated Corporation pursuant to the Trustee Act;

(h) For the above objects, and as incidental and ancillary thereto, to exercise any of the powers as prescribed by the Corporations Act, or by any other statutes or laws from time to time applicable, except where such power is limited by these letters patent or the statute or common law relating to charities;

(i) To raise funds to provide for the continuation and support of benevolent and charitable enterprises, federations and agencies engaged in community service work by the collection and disbursement of funds for the work of such enterprises, federations and agencies;

(j) To unite, as far as possible, and desirable, the financial campaigns in the Regional Municipality of Niagara and adjacent areas of non-profit local, provincial, national or international benevolent, recreational, service, health, charitable and welfare organizations in one campaign area conducted by it for the support of such organizations;

(k) To distribute the funds so raised, after the payment of expenses, among organizations as may be directed from time to time by the board of directors of the Amalgamated Corporation;

(l) To accumulate from time to time part of the fund or funds of the Amalgamated Corporation and income therefrom subject to any statutes or laws from time to time applicable;

(m) To solicit and receive donations, bequests, legacies and grants, and to enter into agreements, contracts and undertakings incidental thereto;

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(n) 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;

(o) 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 Amalgamated 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;

(p) To employ and pay such assistants, clerks, agents, representatives and other 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 Amalgamated Corporation shall not pay any remuneration to a Director in any capacity whatsoever;

(q) To inform the public of the services and objectives of participating organizations and to stimulate widespread support of the said organizations by the public;

(r) To foster co-operation among local, provincial and federal governmental agencies serving the community;

(s) To encourage and promote volunteerism in the community through systematic communications and educational programs;

(t) To cooperate, liase, and contract with other charitable organizations, institutions or agencies which carry on similar object to that of the Amalgamated Corporation;

(u) To demand and compel payment of all sums of money and claims to any real or personal property in which the Amalgamated Corporation may have an interest and to compromise any such claims, and generally to sue and be sued in its corporate name;

(v) To draw, make, accept, endorse, execute and issue cheques and other negotiable or transferable instruments.

11. The by-laws of the Amalgamated Corporation shall, to the extent not inconsistent with this Agreement, be the by-laws adopted by the directors at the time the Amalgamated Corporation comes into existence and shall remain the by-laws of the Amalgamated Corporation until repealed, amended, altered or added to.

12. UWNFGFE shall contribute to the Amalgamated Corporation all its property, rights, privileges and franchises, subject to all its liabilities, contracts, disabilities and debts, as

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more particularly set forth in the balance sheet of UWNFGFE as of December 31st, 2017, subject to changes since that date occurring in the ordinary course of business.

13. UWSC shall contribute to the Amalgamated Corporation all its property, rights, privileges and franchises, subject to all its liabilities, contracts, disabilities and debts, as more particularly set forth in the balance sheet of UWSC as of December 31st, 2017, subject to changes since that date occurring in the ordinary course of business.

14. UWSN shall contribute to the Amalgamated Corporation all its property, rights, privileges and franchises, subject to all its liabilities, contracts, disabilities and debts, as more particularly set forth in the balance sheet of UWSN as of December 31st, 2017, subject to changes since that date occurring in the ordinary course of business.

15. The Amalgamated Corporation shall possess all the property, rights, privileges and franchises, subject to all the liabilities, contracts, disabilities and debts of UWNFGFE, UWSC and UWSN.

16. All rights of creditors against the property, assets, rights, privileges and franchises of UWNFGFE, UWSC and UWSN and all liens on their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities, and duties of UWNFGFE, UWSC and UWSN, shall thenceforth attach to and may be enforced against the Amalgamated Corporation.

17. No Action or proceeding by or against UWNFGFE, UWSC and UWSN shall abate or be affected by the Amalgamation but for all purposes of such an action or proceeding, the name of the Amalgamated Corporation shall be substituted in that action or proceeding in place of UWNFGFE, UWSC and UWSN, as the case may be.

18. On the members of each of UWNFGFE, UWSC and UWSN respectively approving this Agreement in accordance with subsection 113(3) of the Act, the parties to it shall apply jointly to the Lieutenant Governor of Ontario for Letters Patent of Amalgamation in the prescribed form confirming this Agreement and the Amalgamation and amalgamating the parties hereto.

(the following page is the signature page)

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IN WITNESS WHEREOF this Agreement has been duly executed by the parties to it under their respective corporation seals as witnessed by the signature of their proper officers in that behalf.

SIGNED, SEALED AND DELIVERED 

in the presence of

UNITED WAY OF NIAGARA FALLS AND GREATER FORT ERIE

Per:   (______________________________) *, President

 I have authority to bind the Corporation

UNITED WAY OF ST. CATHARINES & DISTRICT

Per:  ( _____________________________ ) *, President

I have authority to bind the Corporation

UNITED WAY OF SOUTH NIAGARA

Per:  ( _____________________________ ) *, President

I have authority to bind the Corporation

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SCHEDULE “A” – FIRST DIRECTORS

NAME

ADDRESS

Kathy Bell

Robert DePetris

Jennifer Ferguson

Dave Hawkins

Cassie Kelly

Jeffrey Klassen

Patrick Maloney

Roderick McDowell

Peter Partridge

Anita Robertson

Sean Simpson

Karen Zanutto

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DATED: AS AT * , 2018

B E T W E E N:

UNITED WAY OF NIAGARA FALLS AND GREATER FORT ERIE

- and –

THE UNITED WAY OF ST. CATHARINES & DISTRICT

- and –

UNITED WAY OF SOUTH NIAGARA

_______________________________________

AMALGAMATION AGREEMENT

_______________________________________

SULLIVAN MAHONEY LLP Lawyers

P.O. Box 1360

40 Queen Street

ST. CATHARINES, Ontario

L2R 6Z2