Proc•s-verbal de la _ - Association of Justice Counsel

AGM 2012
AGA 2012
RESOLUTION OF THE MEMBERSHIP OF THE
ASSOCIATION OF JUSTICE COUNSEL
ASSOCIATION DES JURISTES DE JUSTICE
(the “Association”)
RÉSOLUTION DES MEMBRES DE
ASSOCIATION OF JUSTICE COUNSEL
L’ASSOCIATION DES JURISTES DE JUSTICE
(L’« Association »)
Proposed Resolution
AGM-24-04-2012-02
Résolution proposée
AGM-24-04-2012-02
Resolution approving the transfer of assets from
the unincorporated Association of Justice
Counsel to the incorporated Association of
Justice Counsel retroactive to January 1, 2012
Résolution approuvant le transfert des actifs de
l’Association des juristes de Justice non
constituée en personne morale à l’Association
des juristes de Justice constituée en personne
morale rétroactif au 1er janvier 2012
BE IT RESOLVED THAT:
IL EST RÉSOLU QUE:
1. The Unincorporated Association is authorized 1. L’Association non constituée en société est
effective as of January 1, 2012 to transfer,
autorisée, avec effet rétroactif du 1er janvier
convey, grant, and assign all of its right, title
2012 à ce jour, à transférer, transporter,
and interest in all of its assets, properties and
concéder et céder en faveur de l’Organisation la
rights in favour of the Corporation whether
totalité de ses droits, titres et intérêts à l’égard
real, personal or mixed, tangible or intangible,
de tous ses éléments d’actif, ses biens et ses
of every nature and kind and description, and
droits, meubles ou immeubles ou mixtes, tant
wheresoever situated including, but not limited
corporels qu’incorporels, de quelque type,
to, all real and personal property, leasehold
nature et description que ce soit, où qu’ils
interest, monies, bank accounts, pledges,
soient situés, incluant, sans toutefois s’y
securities, accounts receivables, leases and
limiter, tous les biens réels et personnels,
intangible property, as more particularly set out
tenures à bail, fonds, comptes bancaires, gages,
in the Transfer, Assumption and Indemnity
titres, créances, baux et actifs incorporels,
Agreement dated [effective date] (collectively
comme le précise la Convention de cession, de
referred to as the “Assets”).
prise en charge et d’indemnisation datée du
[effective date] (collectivement dénommés
2. The President and a vice-president of the
l’« Actif »).
Unincorporated Association are authorized to
sign
the
Transfer,
Assumption
and 2. Le président et un vice-président de
Indemnification Agreement dated [effective
l’Association non constituée en société sont
date], subject to such minor amendments as
autorisés à signer la Convention de cession, de
may be required, together with any other
prise en charge et d’indemnisation datée du
documentation required to complete the said
[effective date], sous réserve des modifications
transfer of Assets, either now or in the future
mineures qu’il peut se révéler nécessaire
including, but not limited to, transfers/deeds of
d’apporter, de même que toute autre
land, assignment of leases, bills of sales, as
documentation exigée pour effectuer ledit
well as assignments of book debts, intangibles,
transfert d’Actif, maintenant ou à l’avenir, y
intellectual property, and securities.
compris, sans toutefois s’y limiter, les
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cessions/actes de transfert, cession de baux,
actes de vente, ainsi que les cessions de
créances, d’immobilisations corporelles, de
propriété intellectuelle et de titres de
placement.
3. In consideration of the transfer of Assets by the
Unincorporated Association in favour of the
Corporation, the Corporation is required to
assume all of the liabilities, debts and
obligations of the Unincorporated Association,
as more particularly set out in the Transfer, 3. En contrepartie de la cession de l’Actif par
Assumption and Indemnification Agreement
l’Association non constituée en société en
dated [effective date], subject to such minor
faveur de l’Organisation, l’Organisation est
amendments as may be required, (collectively
tenue de prendre en charge l’ensemble du
referred to as the “Liabilities”).
passif, des dettes et des obligations de
l’Association non constituée en société, comme
4. In consideration of the transfer the Assets of
le précise la Convention de cession, de prise en
the Unincorporated Association in favour of
charge et d’indemnisation datée du [effective
the Corporation, the Corporation is required to
date], sous réserve des modifications mineures
indemnify and save harmless every past
qu’il peut se révéler nécessaire d’apporter
director and any other persons who have
(collectivement dénommés le « Passif »).
undertaken any liability on behalf of the
Unincorporated Association in relation to any 4. En contrepartie de la cession de l’Actif par
claims, demands, actions, causes of actions,
l’Association non constituée en société en
judgments, orders, penalties, losses, damages,
faveur de l’Organisation, l’Organisation est
costs and expenses, including legal fees on a
tenue d’indemniser et de dégager de toute faute
substantial indemnity basis, associated with the
tout ancien administrateur et toute autre
Unincorporated Association in accordance
personne qui s’est engagée à prendre en charge
with the indemnification provisions contained
toute responsabilité au nom de l’Association
in
the
Transfer,
Assumption
and
non constituée en société à l’égard de toute
Indemnification Agreement dated [effective
réclamation, demande, action, cause d’action,
date], subject to such minor amendments as
jugement,
ordonnance,
pénalité,
perte,
may be required.
dommage, coût et dépense, y compris les
honoraires d’avocat sur une base d’indemnité
5. In consideration of the continuation of the
substantielle, qui sont associés à l’Association
purposes of the Unincorporated Association
non constituée en société, conformément aux
through the entity of the Corporation effective
clauses d’indemnisation comprises dans la
as of January 1, 2012, the Unincorporated
Convention de cession, de prise en charge et
Association shall be deemed to be dissolved
d’indemnisation datée du [effective date], sous
and cease to exist effective as of January 1,
réserve des modifications mineures qu’il peut
2012, save and except for such residual
se révéler nécessaire d’apporter.
authority as may be required by the authorized
signing officers of the Unincorporated 5. En contrepartie de la poursuite des fins de
Association to complete any outstanding
l’Association non constituée en société par
matters arising out of the Transfer, Assumption
l’entremise de l’entité de l’Organisation, avec
and Indemnification Agreement.
prise d’effet le 1er janvier 2012, l’Association
non constituée en société sera réputée dissoute
et cessera d’exister avec prise d’effet le 1er
janvier 2012, à l’exception de tout pouvoir
résiduel pouvant se révéler nécessaire aux
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signataires autorisés de l’Association non
constituée en société pour régler toute question
en suspens découlant de la Convention de
cession, de prise en charge et d’indemnisation.
__________________________________________________________________________________
3
TRANSFER, ASSUMPTION AND INDEMNIFICATION AGREEMENT
This Agreement made as of the 1st of January 2012.
B E T W E E N:
ASSOCIATION OF JUSTICE COUNSEL
ASSOCIATION DES JURISTES DE JUSTICE
an unincorporated association, by its authorized signing officers,
(hereinafter collectively referred to as the "Unincorporated Association")
and
ASSOCIATION OF JUSTICE COUNSEL
ASSOCIATION DES JURISTES DE JUSTICE
a federal corporation, by its authorized signing officers
(hereinafter referred to as the "Corporation").
SECTION I
BACKGROUND INFORMATION
1.01
The following are the facts upon which this Agreement is based:
(a)
The Unincorporated Association holds title to moveable property subject to the
approval and direction of the Governing Council of the Unincorporated Association
as represented by its duly authorized signing officers.
(b)
The Unincorporated Association has been established and organized, primarily, to
promote the improvement of the conditions of employment of Justice counsel and
such other purposes as set out in its Constitution, as amended from time to time.
(c)
The Corporation is a federal not-for-profit charitable corporation incorporated on the
14th day of November, 2011, and is to receive a transfer of all of the existing assets
and liabilities as well as the existing Members of the Unincorporated Association.
(d)
The Corporation will carry on the activities of the Unincorporated Association
effective as of January 1, 2012, on which date the Unincorporated Association will
be deemed to be dissolved to allow its activities to be carried on through the
Corporation.
(e)
The Unincorporated Association is assigning its labour union designation effective
as of January 1, 2012, to the extent required by law.
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(f)
In order to allow the Corporation to carry on the activities of the Unincorporated
Association as the successor of the Unincorporated Association, all of the assets and
liabilities of the Unincorporated Association are being transferred to and assumed by
the Corporation effective as of January 1, 2012, together with an indemnification by
the Corporation of every past every member of the Governing Council or any other
persons who have undertaken any liability on behalf of the Unincorporated
Association.
(g)
This Transfer, Assumption and Indemnification Agreement has been duly authorized
by both parties to this Agreement at meetings of their respective members duly
called in accordance with their respective constitution or by-law.
SECTION II
TRANSFER AND USE OF ASSETS
2.01
In consideration of the mutual covenants contained herein and subject to the terms and
conditions of this Agreement, but without payment of any monies, the Unincorporated
Association, through its duly authorized signing officers, does hereby irrevocably transfer,
convey, grant, assign and set over, effective as of January 1, 2012, all of its rights, title and
interest in favour of the Corporation, and the Corporation does hereby agree to receive and
assume from the Unincorporated Association, all of the assets, properties and rights of the
Unincorporated Association, whether real, personal, or mixed, tangible or intangible, of
every kind, nature, and description and wheresoever situated, including but not limited to all
real and personal property, leasehold interests, monies, bank accounts, pledges, securities,
accounts receivables, leases, and intangible property, as more particularly set out in
Schedule “A” attached hereto (all of which are collectively referred to hereafter as the
“Assets”).
2.02
The Corporation agrees and covenants with the Unincorporated Association that the Assets
will be used only for the purposes of the Corporation.
SECTION III
ASSUMPTION OF LIABILITIES AND DEBTS
3.01
In consideration of the transfer of the Assets herein and the mutual covenants contained in
this Agreement and subject to the terms and conditions hereof, the Corporation agrees
effective as of January 1, 2012 to assume all of the liabilities, debts and obligations of the
Unincorporated Association of every nature and kind associated with the transfer of Assets
and the operations of the Unincorporated Association, including, but not limited to, all
mortgages, promissory notes, liens, charges, pledges, rights of set-off, security interests,
encumbrances, debts, accounts payable, and employment obligations in relation to the
operations of the Unincorporated Association, as more particularly set out in Schedule “B”
attached hereto (all of which are collectively referred to as the “Liabilities”).
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SECTION IV
INDEMNIFICATION
4.01
The Corporation acknowledges and agrees that the Unincorporated Association shall not be
responsible for any claims, costs, expenses, or damages, including legal costs, arising out of
the activities of the Corporation as of January 1, 2012 and thereafter, and does hereby agree
to indemnify and save harmless the Unincorporated Association and Governing Council in
accordance with Section 4.02 below.
4.02
In consideration of the transfer of the Assets herein and the mutual covenants provided for in
this Agreement, the Corporation does hereby agree to indemnify and save harmless, to the
extent that the Unincorporated Association is under a legal obligation to indemnify, every
past member of the Governing Council or any other persons who have undertaken any
liability on behalf of the Unincorporated Association, from all claims, demands, actions,
causes of action, judgments, orders, penalties, losses, damages, and costs and expenses,
including legal fees on a substantial indemnity basis, of every nature and kind, known or
unknown, either past, present or future, however arising (the “Claims”) in relation to the
Assets or in respect of any act, deed, matter or thing whatsoever, made, done or committed
by such person or persons, in or about the execution of his or her office or authorized
involvement with the Unincorporated Association, or with respect to the activities of the
Corporation as of January 1, 2012 and thereafter, save and except where such Claim results
from such person or persons' willful neglect or default (“Indemnification”).
SECTION V
REPRESENTATIONS AND WARRANTIES
5.01
5.02
The Unincorporated Association does hereby represent and warrant to the Corporation as
follows:
(a)
The Unincorporated Association, through its authorized signing officers, is the
owner of the Assets pursuant to the constitution and practices associated with the
operations of the Unincorporated Association.
(b)
The description of the Assets and Liabilities of the Unincorporated Association are,
to the best of the knowledge and belief of the authorized signing officers of the
Unincorporated Association, all of the Assets and Liabilities of the Unincorporated
Association.
(c)
The Unincorporated Association, through its authorized signing officers, have the
authority to transfer on behalf of the members of the Unincorporated Association, the
Assets described herein to the Corporation.
The Corporation hereby represents and warrants to the Unincorporated Association as
follows:
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5.03
(a)
The Corporation has been incorporated as of November 14, 2011, has been duly
organized and is a validly subsisting corporation and in good standing under the laws
of Canada, and has the corporate power to own the Assets referred to herein.
(b)
The purposes of the Corporation are consistent and complimentary to the objects of
the Unincorporated Association.
(c)
All necessary corporate actions and proceedings have been taken to permit the due
and valid transfer of the Assets, assumption of the Liabilities, and Indemnification as
provided for herein.
The representations and warranties of the Unincorporated Association and the Corporation
contained in this Agreement shall survive the completion of the transfer of Assets, the
assumption of Liabilities and the Indemnification herein, and notwithstanding such
completion, and regardless of any investigation made by or on behalf of the parties with
respect hereto, shall continue in full force and effect for the benefit of both parties
indefinitely hereafter.
SECTION VI
COMPLETION AND TRANSFER
6.01
The transfer of Assets and assumption of Liabilities shall be deemed to have been completed
as of January 1, 2012.
6.02
The transfer and assumption of the Assets and Liabilities shall be completed without further
act or formality, and this Agreement shall operate as a conveyance of the transferred Assets
and assumption of Liabilities. Notwithstanding the foregoing, the Unincorporated
Association through its authorized signing officers, and the Corporation through its
authorized signing officers, hereby covenant and agree to do, prepare, and execute all further
and other documents, deeds, conveyance, bills of sale, assurance, and acts as may be
necessary or desirable to more completely and effectively transfer, convey and assure the
Assets and every part thereof from the Unincorporated Association to the Corporation and
the assumption of Liabilities associated therewith.
SECTION VII
GENERAL PROVISIONS
7.01
The laws of the Province of Ontario shall govern the validity of this Agreement, the
construction of the terms, and the rights and responsibilities of the parties. It is the intent of
the parties to fully comply with all applicable provincial and federal laws. If any provision
of this Agreement is determine not to be in compliance with applicable statutes, that
provision shall immediately be regarded as null and void and this Agreement shall otherwise
continue with the parties co-operating in good faith to modify this Agreement as required as
to most fully accomplish the original goals, objectives and stated purposes of this
Agreement.
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7.02
This Agreement may not be modified or amended except with the written consent of each of
its parties hereto.
7.03
Neither party may assign any rights hereunder except with the prior written consent of the
other party hereto. Except as otherwise provided to the contrary, this Agreement shall be
binding upon and ensure to the benefit of the parties, their respective successors and
permitted assigns.
7.04
The parties hereto agree that they will, from time to time at the reasonable request of either
of them, execute and deliver such instruments, conveyances and assignment and take further
action as may be required pursuant to the terms hereof to accomplish the intent of this
Agreement.
7.05
Time shall be deemed to be of the essence with respect to all time limits mentioned in this
Agreement.
7.06
This Agreement shall constitute the entire agreement between the Unincorporated
Association and the Corporation pertaining to the subject matter hereof and supersedes all
prior and contemporaneous agreements (except as specifically provided for in this
Agreement), understandings, negotiations and discussions whether oral or written of the
parties and there are no warranties, representations or other agreements between the parties
in connection with the subject matter hereof except as specifically set forth herein.
7.07
If any covenant or obligation set forth in this Agreement or the application of it to either
party or to particular circumstances shall, to any extent, be invalid or unenforceable, the
remainder of this Agreement or the application of such obligation to the parties or
circumstances other than those to which it is held invalid or unenforceable shall be
separately valid and enforceable to the fullest extent permitted by law.
7.08
All headings in this Agreement are inserted for convenience and reference only and are not
to be considered in the construction or interpretation of any provisions of this Agreement.
7.09
The parties hereto agreed that this Agreement may be transmitted by facsimile or such
similar device and that the reproduction of signatures by facsimile or such similar device
will be treated as bindings if originals and each party hereto undertakes to provide each and
every other party hereto with a copy of the Agreement bearing original signature forthwith
and upon demand.
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IN WITNESS WHEREOF, the Unincorporated Association has executed this Agreement
on the [date] day of [month], [year], effective as of January 1, 2012, as attested to by its duly
authorized signing officers and its duly appointed trustees.
ASSOCIATION OF JUSTICE COUNSEL
ASSOCIATION DES JURISTES DE JUSTICE
(the Unincorporated Association)
________________________________
[name]
Authorized Signing Officer
________________________________
[name]
Authorized Signing Officer
We have authority to bind the Unincorporated Association
IN WITNESS WHEREOF, the Corporation has executed this Agreement on the [date]
day of [month], [year], effective as of January 1, 2012, as attested to by its duly authorized signing
officers.
ASSOCIATION OF JUSTICE COUNSEL
ASSOCIATION DES JURISTES DE JUSTICE
(the Corporation)
Per: _________________________
[name], Chairperson
Per:__________________________
[name], Secretary