SPECIAL MEETING

Welcome CFAR Members, Guests & Friends

NOTICE TO ALL CFAR SOCIETY MEMBERS

Thursday, March 7 | 12 Noon | Virtual (Zoom)

SPECIAL NOTICE TO MEMBERS

At the AGM on January 20, 2024, the members of the Circle for Aboriginal Relations voted against a motion to dissolve the organization. A request to extend the consideration of dissolution for one month’s time was made, in order to receive and consider alternate plans for organization viability. A Special Meeting will be held on March 7th wherein Members of the Society will again be asked to vote on a special resolution to empower the board to seek dissolution of the society from the registry, or review a plan that will be submitted for consideration by a CFAR member. Please see the included excerpts from the Societies Act of Alberta and from CFAR’s bylaws for more information.

Know that this decision was not made lightly. Suffice it to say that CFAR has never fully recovered from economic and social impacts that began long before the pandemic, and that continue to this day. We have accomplished so much in our years together, and we owe so much gratitude to our CFAR family; our sponsors, members, volunteers, speakers, workshop leaders, elders, helpers, and team members as well as our ICIR/ICE colleagues at Yellowhead Tribal College and the University of Alberta Faculty of Extension; past and present.

Dissolution of Circle for Aboriginal Relations Society

Societies Act of Alberta

34 – To surrender a certificate of incorporation;

  * Call a meeting for special resolution to discuss.
   * 1 (d) Special resolution – resolutions passed at special or general meetings
   * not less than 21 days notice specifying the intent of the resolution
   * 75% of those members entitled to vote support the resolution
  * Address all debts and liabilities (Part 17 of the Alberta Business Corporations Act regarding winding up applies.)
   * 211- Voluntary Dissolution
   * Special resolution (members) to authorize the directors to distribute all property and discharge liabilities. After completed apply to the Registrar with articles of dissolution. If satisfied, the Registrar issues a certificate of dissolution.
  * Apply to the Registrar to dissolve the incorporation.
   * 28 file special resolution with the Registrar and await a determination
  * 213 – If in default (for example failure to file an annual report) for a year, the Registrar may dissolve the Society.

CFAR Bylaw Provisions

5.10 – Require 40% of the Directors to have Quorum at a regular meeting
10.2 – The President or Secretary calls a special meeting upon receipt of a petition signed by a majority of members in good standing who call such a meeting. (The Dec 16 AGM could not place a special resolution on the agenda for dissolution because of the 10.5 notice requirement.)
10.5 – Notice to members must be provided no less than 10 days before the meeting.
10.6 – Quorum for the meeting of members is 4%
18 – Distribution. Upon the dissolution of the Society, the property of the Society shall be converted into cash and added to the funds of the Society and the amount thereof distributed firstly in payment of all outstanding debts and liabilities of the Society and the balance shall be distributed to a non-profit organization having goals and objectives similar to that of the Society.

Steps to Dissolve

* Provide at least 21 days notice and place on AGM Agenda – Provide a draft special resolution to cause the directors to liquidate property and discharge all liabilities. Remaining monies to be transferred to a not for profit with similar values/objectives as CFAR.
  * Hold AGM and pass the special resolution.
   * Notice
   * 4% for member quorum
   * 75% to vote in favour
  * Directors dispose of assets and pay all liabilities. Remainder of value is transferred to not-for-profit.
  * Obtain the Articles of Dissolution form (under section 211 of the Alberta Business Corporations Act)
  * Complete forms for Registrar to apply for Dissolution and file request.
  * Await decision of Registrar.