RESOURCES

ARTICLE 15 – FUNDAMENTAL CHANGES

15.1 Section 197 of the Act requires a Special Resolution of Members at a Member’s Meeting, to make the following fundamental changes to the Bylaws or articles of the Association. Fundamental Changes are defined as follows:

1. Change the Association’s name;
2. Change the province in which the Association’s registered office is situated;
3. Add, change or remove any restriction on the activities that the Association may carry on;
4. Create a new class or group of Members;
5. Change a condition required for being a Member;
6. Change the designation of any class or group of Members or add, change or remove any rights and conditions of any such class or group;
7. Divide any class or group of Members into two or more classes or groups and fix the rights and conditions of each class or group;
8. Add, change or remove a provision respecting the transfer of a membership;
9. Subject to section 133, increase or decrease the number of — or the minimum or maximum number — of directors;
10. Change the statement of the purpose of the Association;
11. Change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the Association;
12. Change the manner of giving notice to Members entitled to vote at a meeting of Members;
13. Change the method of voting by Members not in attendance at a meeting of Members; or
14. Add, change or remove any other provision that is permitted by this Act to be set out in the articles.

15.2 Section 199 of the Act provides that each membership class is entitled to vote separately, Special Resolution of each class, if the fundamental change noted above relates to membership rights, such as:

1. Affect an exchange, reclassification or cancellation of all or part of the memberships of the class or group;
2. Add, change or remove the rights or conditions attached to the memberships of the class or group, including:
   1. To reduce or remove a liquidation preference, or
   2. To add, remove or change prejudicially voting or transfer rights of the class or group;
3. Increase the rights of any other class or group of Members having rights equal or superior to those of the class or group;
4. Increase the rights of a class or group of Members having rights inferior to those of the class or group to make them equal or superior to those of the class or group;
5. Create a new class or group of Members having rights equal or superior to those of the class or group; or
6. Affect an exchange or create a right of exchange of all or part of the memberships of another class or group into the memberships of the class or group.