SPECIAL RESOLUTION OF THE MEMBERS

OF

CLANS AND SCOTTISH SOCIETIES OF CANADA

(the "Corporation")

EFFECTIVE DATE: April 13, 2025

NAME, MEMBERSHIP CLASS, AND BYLAW CHANGES

WHEREAS the Corporation wishes to amend its name from 'CLANS AND SCOTTISH SOCIETIES OF CANADA (CASSOC)' to "Scots of Canada";

AND WHEREAS the Corporation has an existing by-law, dated on or around November 24, 2013 (the “Existing Bylaw”);

AND WHEREAS on the date first written above, the board of directors recommends that the members (the “Members”) of the Corporation approve the draft Articles of Amendment, available as Appendix “A” and draft amended and restated By-Law No. 1, available as Appendix “B”;

AND WHEREAS on or around April 13, 2025, the Corporation held a members’ meeting to approve changes to the articles of continuance and by-laws;

AND WHEREAS as of the date thereof, the Members hereby consent at the members’ meetings that the officers are permitted to execute the amended and restated Bylaw, including any related resolutions concerning the above-noted changes, on behalf of the Members and the Corporation;

BE IT ENACTED that as of the date thereof, the Members approve the following amendments to amend the articles of continuance:

  1. That the name of the Corporation be changed to “Scots of Canada”.
  2. That the minimum and maximum number of directors be changed to Minimum 5 and Maximum 20.
  3. That its statement of purpose to be replaced with:
    • To advance Scottish Cultural Heritage whether in Canada or wherever Scottish Culture may be expressed or the Scottish Diaspora exists; and
    • To foster the organization of co-operation and communication between organizations, groups, communities, and individuals who are interested, associated with, or participating in Scottish Culture and Heritage; and
    • To support the preservation of and research into Scottish-Canadian and Scottish history, culture, customs, language, sports, and arts; and
    • To undertake activities ancillary and incidental to the attainment of the above purposes.
  4. That the classes of members it is authorized to establish be amended to be:
    • Class A Members:
      Rights and Responsibilities:
      Entitled to receive notice of, attend, and vote at all meetings of the members of the Corporation. Each Class A member shall have one (1) vote per meeting, exercisable upon full payment of dues.
    • Class B Members:
      Rights and Responsibilities:
      Not entitled to receive notice of, attend, or vote at meetings of the members of the Corporation, except as required by the Canadian Not-for-profit Corporations Act.
  5. That the statement regarding the distribution of property remaining on liquidation be amended to be:

    Any property remaining after discharge of liabilities upon liquidation of the corporation shall be distributed to one or more qualified donees within the meaning of the Income Tax Act of Canada.

BE IT FURTHER ENACTED that as of the date thereof, the Members approve the following changes to the by-laws of the Corporation:

  1. Repeal of the Existing Bylaw, dated on or around November 24, 2013, of the Corporation.
  2. Enactment of the amended and restated By-Law No. 1, as appended hereto, as the operating by-law of the Corporation to be effective upon approval by the Members.

BE IT FURTHER ENACTED that as of the date thereof, the Members hereby authorize and empower the officers to execute the amended and restated By-law, including any related resolutions concerning the above-noted changes on behalf of the Members and the Corporation.

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