Wikimedia Canada/Draft application
APPLICATION FOR INCORPORATION OF A CORPORATION WITHOUT SHARE CAPITAL UNDER PART II OF THE CANADA CORPORATIONS ACT
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 Act constituting the undersigned, and such others as may become members of the Corporation thereby created, a body corporate and politic under the name of
Wikimedia Canada (We may have to have a suffix like "Inc.", depending on province of incorporation)
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 is incorporated under the laws 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.
The applicants are individuals of the full age of eighteen years with power under law to contract. The name, the address and the occupation of each of the applicants are as follows:
JOHN DOE, 100 Dominic Street, Bytown, Ontario K1A 0C9 - President
JANE DOE, 200 Dominic Street, Bytown, Ontario K1A 0C9 - Vice President
FRED DOE, 300 Dominic Street, Bytown, Ontario K1A OC9 - Secretary
ANN DOE, 400 Dominic Street, Bytown, Ontario K1A OC9 - Treasurer
JOHN DOE, JANE DOE, FRED DOE and ANN DOE will be the first directors of the Corporation.
(We legally need three people to incorporate, but our bylaws require at least four directors. Our bylaws allow five directors, plus one more for each regional or other recognised group, plus a few appointed directors. Since we won't have any regional groups before being founded, we can start with up to five regular directors plus two appointed ones.)
The objects of the Corporation are:
- to encourage and facilitate the creation and collection of multilingual reference and educational material of interest to Canadians under a free license or in the public domain,
- to promote use of those materials within Canada,
- to aid in the distribution of those materials within Canada through not-for-profit means.
- to work with the other Wikimedia chapters of the world and with the Wikimedia Foundation to achieve common goals on a global scale.
(The government's website recommends that if we want to guarantee that we'll be accepted as a non-profit organization for tax purposes, we should request Canada Revenue Agency’s approval of our objects before incorporating.)
The operations of the Corporation may be carried on throughout Canada and elsewhere.
The place within Canada where the head office of the corporation is to be situated is: (Here we specify only municipality/city and province here. The complete street address should be indicated in the covering letter. This address will be one of our houses, and the person chosen will be responsible for scanning and sending the rest of us copies of any documents sent to them. The province that we pick for our head office may have other legal effects, even though we are incorporating federally.).
- (This section is optional, but is recommended for non-profits)
It is specially provided that in the event of liquidation, dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed to one or more qualified donees as defined under the provisions of the Income Tax Act. (This might have to be a Canadian charity, in which case we'll have to change the bylaws because they currently say that the leftover money will go to the WMF, which obviously is not Canadian.)
- (This section is optional but recomended. We should make sure our bylaws match the wording here.)
In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the members duly called for considering the by-law, the directors of the corporation may from time to time:
- borrow money upon the credit of the corporation;
- limit or increase the amount to be borrowed;
- issue or cause to be issued bonds, debentures or other securities of the corporation and pledge or
sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient;
- secure any such bond, debentures or other securities, or any other present or future borrowing or
liability of the company, by mortgage, hypothec, charge or pledge of 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.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.
The by-laws of the corporation shall be those filed with the application for Letters Patent until repealed, amended, altered or added to.
The corporation 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.
DATED at the City of (city) in the Province of (province), this (day) day of (month), 2009.
Signature of Applicants
- Unless all of our initial board members are from the same city, which I HIGHLY advise against, we will have to mail this document from person to person. On this document we only need four signatures (as per our bylaws), which is easier to get than seven, so if more than four of us want to be on the initial board, those four can immediately appoint the others.
- On a date after the above date, the person filing the application will have to get a statutory declaration of one of the applicants, sworn before a commissioner for taking oaths, stating that the contents of the application are true.