TO: Members of the Kingston Field Naturalists (KFN)
FROM: John Donihee, President KFN
DATE: August 10, 2024
RE: Updating the KFN Constitution
__________________________________________________________________
BACKGROUND:
Because of the calling in to force of the Ontario Not for Profit Corporations Act (ONCA) the KFN Executive has spent a great deal of time on corporate organizational matters in the last 12 months. KFN’s “Constitution” and bylaws must be updated to comply with this new legislation. The deadline for changes to our Constitution (now called Articles of Incorporation – or “Articles” below) is October 18, 2024.
The Executive brought the need for these changes to Members’ attention in late 2023 and had intended to make the changes to the Articles and bylaws before the 2024 KFN Annual General Meeting (AGM). Formal Notice of these proposed corporate changes was given in accordance with the current “Constitution”, but on advice from outside counsel, we subsequently deferred the vote on these amendments.
The Executive has now agreed on all components of the revised Articles. Because of the October deadline, we must vote on the revised Articles at our next General Meeting in September.
The bylaws can be dealt with later in the fall or early winter – but before the 2025 AGM.
The changes to the Articles bring more closely reflect the original 1963 KFN Letters Patent (the original incorporation document) and include some basic legal requirements of not-for-profit corporations. The only material change is to membership classes. We now propose only one class. A policy developed by the Executive this fall will result is a cost structure which mirrors our current arrangements. The difference is that this policy can be adjusted as needed by the Executive. Having all the current membership classes in the Articles would mean that we have to retain counsel and make formal legal changes every time we want to adjust membership types for the KFN. The new approach is simpler and more efficient.
The attached document entitled “KFN Revised Articles ATTACHMENT TO SPECIAL RESOLUTION” is the draft of the new proposed Articles of Incorporation for the KFN which has been reviewed and approved by the Executive. Please review it.
The draft Special Resolution to approve the revised Articles is also attached. This resolution requires approval of two thirds (2/3) of the Members present at the September General Meeting.
NEXT STEPS:
The attached documents will be made available on the KFN website and we will advise Members of that in our August Newsletter.
Members with questions may email me at president@kingstonfieldnaturalists.org or we can deal with them at the September meeting.
The business portion of the September General Meeting will see the introduction of the resolution to repeal and replace the current Constitution by the proposed new Articles of Incorporation.
Amendments to bylaws will be dealt with later in the fall or early winter.
SPECIAL RESOLUTION OF THE MEMBERS OF KFN
MEETING DATE: SEPTEMBER ___, 2024
BE IT RESOLVED by the Members of KFN:
That the current version of the Kingston Field Naturalists’ Articles of Incorporation labelled “Constitution” and as amended on the 20th of April 2006, be Repealed and Replaced by the Revised KFN Articles of Incorporation dated March 21, 2024 and attached to this Resolution.
Moved by: __________________________
Seconded by: __________________________
Passed:
Certified by: ___________________________
Recording Secretary KFN
Dated: _________, 2024.
KINGSTON FIELD NATURALISTS ARTICLES OF INCORPORATION
Article I
1.1 The name of the corporation shall be the Kingston Field Naturalists (the “KFN” or “the corporation”).
Article II
The purposes of the Kingston Field Naturalists shall be:
2.1 To acquire, record and disseminate knowledge of natural history; and to stimulate public interest in nature and in the protection and preservation of wild life;
2.2 To acquire, receive and hold lands for the purpose of preserving their natural flora and fauna.
Article III
3.1 The Registered Office of the corporation shall be in Kingston Ontario at a place determined by the Board.
Article IV
4.1 Commercial purposes, if any, included in the articles are intended only to advance or support one or more of the non-profit purposes of the corporation. No part of the corporation’s profits or of its property or accretions to the value of the property may be distributed, directly or indirectly, to a member, a director or an officer of the corporation except in furtherance of its activities.
4.2 The corporation shall be subject to the Charities Accounting Act.
4.3 No director shall receive remuneration for services provided in the capacity as a director, although they may be paid reasonable expenses incurred by them in the performance of their duties. Unless otherwise prohibited by the corporation, a director may be compensated for services other than as a director pursuant to the regulation made under the Charities Accounting Act, or with court approval or an order made under section 13 of the Charities Accounting Act.
4.4 To invest the funds of the corporation pursuant to the Trustee Act.
4.5 Upon the dissolution of the corporation and after satisfying the interests of its creditors in all its debts, obligations and liabilities, its remaining property shall be distributed to a Canadian body corporate that is a registered charity under the Income Tax Act (Canada) with similar purposes to its own, the Crown in right of Ontario, the Crown in right of Canada, an agent of either of those Crowns or a municipality in Canada.
Article V
5.1 There shall be a minimum of three Directors and no more than 20 Directors of the corporation elected in accordance with the By-laws.
Article VI
6.1 The corporation has one (1) class of members “Individual” who shall each be entitled to one vote at meetings of the members.