Letters Patent of the Canadian Space Society

Application for Incorporation of a Corporation Without Share Capital Under Part II of the Canada Corporations Act

To the Minister of Consumer and Corporate Affairs of Canada;

The undersigned hereby apply to the Minister of Consumer and Corporate Affairs for the grant of a charter by letters patent under the provisions of Part II of the Canada Corporations Act constituting the undersigned, and such others as may become members of the Society thereby created, a body corporate and politic under the name of

The Canadian Space Society
Societe spatiale canadienne

I.

The undersigned have satisfied themselves and are assured that the proposed name under which incorporation is sought is not the same or similar to the name under which any other company, society, association or firm, in existence is carrying on business in Canada or is incorporated under the laws of Canada or any province thereof or so nearly resembles the same as to be calculated to deceive and that is not a name which is otherwise on public grounds objectionable.

II.

The Applicants are individuals of the full age of eighteen years with power under law to contract. The name, address and the calling of each of the applicants are as follows:

1: Paul Swift
#710, 2 Triburnham Place
Etobicoke, Ontario
Computer Product Analyst

2: Greg Leach
151 Ronan Avenue, Toronto, Ontario
Marketing Research Analyst

3: Istvan Horvath
#1807, 110 Parkway Forest Drive,
Willowdale, Ontario
Software Engineer

4: Fred Schultz
26 Rushoime Park Crescent
Toronto, Ontario
Professional Engineer

5: Kieran A. Carroll
1054 Welwyn Drive, Clarkson, Ontario
Engineer

The said Paul Swift, Greg Leach, Istvan Horvath, Fred Schultz and Kieran Carroll will be the initial directors of the Society.

III.

The principle objective of the Society is to sponsor and promote the involvement of Canadians in the development of Space.

For the purpose of carrying out its principle objective, the Society has the following additional objectives:

to provide meeting and working places to Society members for the purposes of discussion, presentation, and development of Space and Space-related technologies;
to sponsor, promote and engage in activities designed to promote increased knowledge of Space and Space—related technologies among Society members, and the general public;
to pursue the manufacture, printing, publication, distribution and means for manufacture, printing, publication, and distribution of Space-related materials and products.

IV.

The operations of the Society may be carried on throughout Canada and elsewhere.

V.

The place in Canada where the head office of the Society is to be situated is Toronto, in the Province of Ontario.

VI.

It is specially provided that in the event of dissolution or winding-up of the Society all its remaining assets after payment of its liabilities shall be distributed to one or more organizations in Canada having cognate or similar objectives.

VII.

In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by Bylaw, duly passed by the Directors, and sanctioned by at least two-thirds majority affirmative vote cast at the Annual Meeting of the membership the Directors of the Society may from time to time:

1. borrow money on credit of the Society;
2. limit or increase the amount to be borrowed;
3. issue debentures or other securities of the Society;
4. pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;

secure any such debentures, or other securities, or any other present or future borrowing or liability of the Society, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Society, and the undertaking and rights of the Society.

Any such Bylaw may provide for the delegation of such powers by the directors to such officers or directors of the Society to such extent and in such manner as may be set out in the Bylaw.

Nothing herein limits or restricts the borrowing of money by the Society on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Society.

VIII.

The Bylaws of the Society shall be those filed with the application for letters patent until repealed, amended, altered or added to.

IX.

The Society is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Society are to be used in promoting its objectives.

X.

The Society shall not provide support, of any form, to any political body. Specifically, the Society shall not:

make financial or material contributions to any individual or organization of a political nature;
endorse the policies of any individual or organization whose objectives are primarily of a political nature excepting in areas of technical and financial merit of said policies as evaluated by the Society or its appointed agents;
or allocate its material and personnel resources to aid the objects of an individual or organization primarily of a political nature.

XI.

A Board of Directors shall be established with five directors. A new Board of Directors shall be elected at each Annual Meeting, as set out in the Bylaws of the Society.

XII.

Proposed amendments to the Constitution of the Society shall be resolved at the Annual Meeting of the Society. Amendment of the Constitution requires a two-thirds majority affirmative vote by a Quorum of the Voting Members of the Society. Amendments to the Constitution shall take effect immediately upon being passed by such a vote, and confirmed by supplementary letters patent.

XIII.

Where the organization is referred to in the Constitution, Bylaws, etc…. as the “Society” or where the Officers are referred to as the “President”, etc…, reference is made to the “The Canadian Space Society / Societe Spatiale Canadienne” or the Officers, etc…, of that organization. References to “the Board” are intended to refer to the Board of Directors of the Society; references to “the Constitution” are intended to refer to these Letters Patent.