The Canadian Agricultural Economics & Farm Management Foundation (the Foundation) was incorporated as a charitable corporation under Part II of the Canada Corporations Act on October 31, 1988. The founding directors of the Foundation were Murray Hawkins (professor, Department of Rural Economy, University of Alberta), Rollie Hayman (public servant, Government of Nova Scotia), Brian Oleson (public servant, The Canadian Wheat Board), Michael Trant (public servant, Statistics Canada), and Kisan Gunjal (professor, Department of Agricultural Economics, MacDonald College).
Canada Not-For-Profit Corporations Act
In 2009, Parliament passed new legislation governing federal not for profit corporations. The existing legislation, Part II of the Canada Corporations Act (CCA), dates back to 1917. The CCA was replaced by the Canada Not-for-Profit Corporations Act (the new NFP Act) on October 17, 2011, in an effort to modernize corporate governance rules for not-for-profits and provided clarification on the roles and responsibilities of members, directors, officers and other interested parties. As part of the transition to the new NFP Act, existing corporations are required to submit articles of continuance to Corporations Canada (within Industry Canada) in order to receive a certificate of continuance to replace the letters patent. The Articles of Continuance and new CAEFM Bylaws were approved in a special resolution at the 2013 Annual Business Meeting on August 4, 2013 and approved by Corporations Canada on October 1, 2013, with the following provisions:
- The corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in furtherance of its purposes.
- Directors shall serve without remuneration, and no director shall directly or indirectly receive any profit from his or her position as such, provided that a director may be reimbursed for reasonable expenses incurred in the performance of his or her duties. A director shall not be prohibited from receiving compensation for services provided to the corporation in another capacity.
- Any vacancy on the board of directors shall be filled by a vote of the members.
- The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of members, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual general meeting of members.