Clans and Scottish Societies of Canada

Spring General Assembly 2025 - April 13, 2025

Official Proxy Form

Instructions

  1. Complete your name, position, organization and email address.  Forms with incomplete information will not be accepted. 
  2. Select either an officer of Clans and Scottish Societies of Canada (CASSOC) as your proxy holder or provide name and email of the proxy holder you are choosing.
  3. Indicate your choice using the for, against, abstain, per proxy (default) for your vote on the Special Resolution being presented at the Spring General Assembly.  Per proxy means that the proxy holder will determine the choice.
  4. Indicate your choice for General Assignment should any other business arise during the meeting.
  5. Either complete the reCAPTCHA then submit or use the PRINT button to print/save to a PDF, complete and mail/email per instructions below.

Important Notes

  1. The Board shall be entitled to reject the proxy form if it is incomplete, improperly completed or illegible or where the true intentions of the appointer are not ascertainable from the instructions of the appointer specified in the proxy form. 
  2. This is not an online vote form. If a proxy holder is not assigned then the 1st Vice-Chair of CASSOC will be the proxy holder by default.
  3. The completed proxy form must be completed online or printed and deposited at Clans and Scottish Societies of Canada's Head Office or received through mail or email by the Secretary by the last end of day in Canada on Tuesday April 8, 2025 (Midnight PT, 7:00 AM UTC)
  4. The proxy form must submitted by an authorized officer, Delegate or Alternate Delegate of the member organization.  Please ensure that our records are up to date for  your officer, delegate and alternate information. You may be contacted for verification of authority to submit a proxy.
  5. Attendance at the meeting of the head, delegate or alternate delegate, as on record with Clans and Scottish Societies of Canada, automatically nullifies any proxy assignment. 
  6. You may otherwise cancel a proxy by email no later than Saturday April 12, 2025 3pm ET. 
  7. Non-attendance at the meeting by your proxy holder will nullify the proxy and no vote will be recorded on your organization's behalf.
  8. Only persons attending and allowed to vote plus valid proxies in hand will count towards Quorum and the number required (2/3 in favour) for the Special Resolution vote.
  9. Providing false information when submitting a proxy form is addressed under the Canada Not-for-profit Corporations Act (NFP Act). The NFP Act imposes penalties for making false or misleading statements in required documents, which encompasses proxy forms. Offenders may face fines of up to $25,000, imprisonment for up to six months, or both.

Attachments

Identification and Proxy Assignment

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A choice is required

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hereby appoint the following person, who will be attending, as the proxy holder to speak and vote for the Member Organization on its behalf, at the Spring General Assembly of Clans and Scottish Societies of Canada to be held online by Zoom on April 13, 2025, 3pm ET  (12pm PT, 1pm MT, 2pm. CT, 4pm AT) and at any adjournment thereof in the following manner.

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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, attached hereto as Appendix “A” and draft amended and restated By-Law No. 1, attached hereto 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.

Your Vote

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General Assignment

I hereby designate the assigned proxy to choose and cast a vote on my behalf for any other matter or resolution that may arise during the business of the meeting

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You can use the PRINT button to print to local printer or save to a PDF to complete and send to secretary@scotscanada.ca or send by post to

Clans and Scottish Societies of Canada
78-24 Fundy Bay Blvd
Toronto, ON, M1W 3A4

Forms must be received by end of day in Canada on Tuesday April 8, 2025 (Midnight PT, 7:00 AM UTC)

For help with the form, please contact us at secretary@scotscanada.ca.