Article of Continuance

Please note that this is just to be used as an example/model when submitting your transition documentation you must use the official form 4031 located on Corporations Canada’s website.

The articles will be attached to the Certificate of Continuance that is issued to the corporation by Corporations Canada. The Certificate of Continuance and the articles together become the corporation’s constitution and replace the letters patent.

The articles of a corporation are to be set out in a form that is provided by Corporations Canada. The form is called Form 4031 – Articles of Continuance (transition). For new formed Corporations please use Form 4001 – Articles of Continuance. These are both available as a fillable PDF form on Corporations Canada’s website.

The form sets out the following articles:

• Corporate Name
• Province or territory where the registered office is situated
• Minimum and maximum number of directors or the fixed number of directors
• Statement of the purpose of the corporation
• Restrictions on the activities that the corporation may carry on, if any
• The classes, or regional or other groups, of members that the corporation is authorized to establish (Please ensure that consistent wording is used in your by-law documents.)
• Statement regarding the distribution of property remaining on liquidation.
• Any additional provisions that the corporation may want in its articles. To ensure consistency in your Harbour Authority’s incorporations documents, please ensure that this wording is also reflected in your by-laws.

Model of Article of Continuance Canada Not-for-profit Corporations Act (NFP Act) Form 4031 – Articles of Continuance (transition)

1. Current name of the corporation:
   Harbour Authority of ABC
   
2. If a change of name is requested, indicate proposed corporate name:
   Options:
   
   1. No change – If the corporation does not wish to change its name, leave this item blank.
   2. Proposed name – If the corporation decides to change its name, indicate the NEW proposed name. The proposed name must be distinctive and be distinguishable from corporate names used by other organizations or businesses. You must include a NUANS Name Search Report.
3. Corporation number
   Indicate your corporation number here. This number can be found on any documentation that is sent to you by Industry Canada.
   
4. The province or territory in Canada where the registered office is situated.
   You will have a drop down menu where you will be required to choose a province or territory.
   
5. Minimum and maximum number of directors
   Please indicate the minimum and maximum number of directors. For a fixed number, indicate the same number in both boxes.
   
6. Statement of Purpose
   Suggested wording of a statement of purpose for a Harbour Authority could be:
   
   The primary purpose of the corporation is to operate, manage and maintain a public commercial fishing harbour in the <insert location>.
   
7. Restrictions on the activities that the corporation may carry on, if any
   None
   
8. The classes, or regional or other groups of members that the corporation is authorized to establish.
   
   For one class of membership:
   
   Suggested wording for one class made up of commercial fishers:
   
   The corporation is authorized to establish one class of members made up of commercial fishers. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the corporation.
   
   For two (or more) membership classes:
   
   Suggested wording for two or more.
   
   This particular example is for 3 classes made up of commercial fishers, recreational boaters and others:
   
   The corporation is authorized to establish Class A members (voting), Class B (voting) and Class C (non-voting) members as follows:
   
   1. The Class A members shall be made up of commercial fishers who are entitled to receive notice of and attend all meetings of the members of the corporation and each Class A member shall have X vote(s) at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class.
   2. The Class B members shall be made up of recreational boaters who are entitled to receive notice of and attend all meetings of the members of the corporation and each Class B member shall have X vote(s) at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class.
   3. Except as otherwise provided by the Canada Not-for-Profit Corporations Act, S.C. 209, c. 23 the Class C members shall be made up of other persons interested in furthering the Corporation's purposes and who shall be entitled to receive notice of and attend meetings but NOT be entitled to vote at meetings of the members of the Corporation.
9. Statement regarding the distribution of property remaining on liquidation
   Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be returned to the Department of Fisheries and Oceans.
   
10. Additional Provisions
    The NFP Act sets out rules that previously were set out in the corporation’s by-laws. A number of the rules are considered to be default Rules because corporations can override the default rules in the articles and/or the by-laws if they don’t suit its needs. Information on the default rules is available in Annex C of the Transition Guide on Corporations Canada’s website.
    
    Most of the default rules can be overridden in either the articles or by-laws. However, a few can only be overridden in the articles (i.e., in the additional provisions):
    
    • Appointment of directors – to allow directors to appoint additional directors between annual meetings of members;
    • increase the percentage of votes required for an ordinary or special resolution of members;
    • restrict directors from being able to fill a vacancy on the board of directors.
    IF REQUIRED, PLEASE SEEK LEGAL ADVICE.
    
11. Declaration
    The articles must be signed by a director or officer of the corporation that is making this transition.

Disclaimer: Any information provided by Small Craft Harbours, Fisheries and Oceans Canada, including this document, is not intended to be a substitute for legal advice. Not-for-profit corporations are encouraged to seek professional advice..