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Customs

{}I Canada
&nd _Revenue Agency

Agence des douanes


et du revenu du Canada

.. APPLICATION TO REGISTERA CHARITY UNDER - -


- THE INCOMETA)(-AQT .
.

6of

With the exception of the information to be. providecl ill Pi1rt


this application, theCanada. 9ustoitls a'ric'.I .Revenue j:\gen'Cy '
i~ permitted to_ make all of this form (including aily atti)ph~ent_s) ayailabl~ fot~e'public ifthe ~PIJli~iltioo !~.~PPXPVe~ ail cf th~:
organization becomes registered. The Canada qustom~ and ReveqlJe _Agency is also:allol/Ved to:pro"'ide copies of the

registration letter; including any conditions and warnings contained therei11; if registration is denied; h()wever, all of. the
ifjformati_on you provide remains confidential. .
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Please reacd the instructions in the companion-publication. Registering a Charity f~r tnC.C?f!16 r:axPu.rpases'. you_ vvni _neeJHtie. .
informatjon in the guide to complete this form properly. Jo help you, ttie .numbers for the questionson 'ftie forn\co!respond.wiln'the __
numbers ,in ~Section 11 of the guide. Terms printed .in bold. on. th~ foftl'l am defined in tt:ie Glossaw_orijJag13:4C6JRegistering a:Chatity
tor lncorneTax Purpos_es or are explai119d in the inforrri<1tion that:ispro~ided in the guide for eac_l;l_qu~stioh:_< - - ..
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It is important to complete this formcarefu]ly.TheCh~ritie:S Oire6io~~t~n~eds-accurate information to e\l~luatearl#pplfrfatfon p~6p~rly~.


When aquestion is notrelevant to the organiz&Uon's_ situ~tion, cheqk ~ox NI.I\ {not applicable), qr indicate N/Aipthe spa9e prdvjd@.c(' ._
If the required information ana. documents are rlotinclLided; V;l_e iriay)"eJU:rnthe 11pplicatiori \'.vit!'tolit reviewi~gif; .
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Part 1,::-:Jdentification of applicant


a1 _ Current legal name of the organization

The Walrus Foundation (the "Foundation")


a2 Current operational or trade name

N/A

Q3:

Previous names - List any other names under which the organization has operated.

N/A

Q4

Business Number (BN)


Indicate the organization's business number (BN) accounts if any have been assigned.

N/A

Q5

RC

RM

RP

RT

Mailing address

(number, street, room, floor or suite no., R.R.)

(province)

(city or town)

(phone number)

as

(postal code)

(E-mail address)

(fax number)

Previous contact
Did the organization formerly apply to be registered as a charity, or has it previously written to the Charities Directorate on any other matter?

Yes

No (go to 07)

If yes, provide any reference number the Directorate used in its reply.

Do noCuse this area

Busines~

fllumber (BN):

- - ' Ref~reoce number:

Submissi~n [lumber:

T2050 E (01)

Part-1 - Identification of applicant (cont'd)


07

Re-registration
i)

Has this organization ever been registered before, under either its current name or a different name?

D
ii)

Yes

No (go to 08)

Under what name was the organization previously registered?

iii) BN or registration number of the organization at the time its charitable registration was revoked:
iv) Date of revocation:
v)

Reasons for revocation:

Part 2 - List of applicant's dir_ect9rs or tru~tee~


OB

Name and position of directors, trustees or other similar officials on the applicant's governing body
Position within the organization

Name
i)

Kenneth Alexander

Director

ii)

James 0' Reilly

Director
Director

iii) Janet Solberg


iv)
v)

vi)

vii)-------------------------------------------------viii) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ - - - - - - - - - - - - - - - - - - - - - - - ix)
x)
xi)

f'i!rt3- Organizational structur~of appiif~~(:,


Q9 " Internal divisions of Canadian registered charities
Is the organization a branch, section, parish, congregation, or other internal division of a Canadian registered charity (the parent organization)?

Yes (complete i to iii below and then go to 011)

i)

Legal name of parent organization:

ii)

Business Number of parent organization:

iii) Letter of Good Standing (see page 13 of the guide)

No (go to 010)

RR

Included

Part 3- Organizational structure ofapplicant(cont'd)


010

~
A

..

Governing document
Is the organization incorporated?

Yes (go to 010A, 010A.1and010C)

No (go to 0108 and 010C)

Incorporated (Attach a clear copy of the entire set of incorporating documents, as well as a copy of all amendments).

A.1 Certificate of good standing or its equivalent (see page 13 of the guide)

D
B

N/A

Not incorporated
Indicate below the type of governing documents the organization has and attach a clear copy, along with a copy of all amendments. The
constitution or trust deed and amendments, should be signed and dated by three current directors or trustees.

D
c

Included

constitution

trust deed

will

other (specify)

By-laws
In addition to its constituting documents, has the organization created by-laws to govern other internal matters?

Yes (Attach a clear copy of the document and all amendments. This document, as well as all amendments must bear an effective date and be
signed and dated by two directors or trustees)
No (go to 011)

011' Ownership

Does the organization currently own any real property (i.e., land or buildings) or does it have any future plans to own real property?

Yes

No (go to 012)

If yes, identify any current property and title-holding arrangements, as well as proposed title-holding arrangements for future property.

012

Designation
i) Has the organization been formed for the purpose of giving more than 50% of its income to qualified donees (e.g., other registered charities)?

Yes

No (go to 012)

ii) Are 50% or more of the directors/trustees names in Q.8 above not at arm's length with any of the other directors/trustees?

Yes

No (go to.012ili)

If yes, identify the relationships that exist among the directors/trustees.

iii) Has the organization received, or will it receive, more than 50% of its funds or assets from one source, or from a group of persons who are
not at arm's length with each other?

Yes

No (go to 013)

If yes, identify the source of the funds or assets and any relationships among donors.

The Foundation may receive support from other registered charities


with similar goals.
(119222040RR0001)

These may include The Chawkers Foundation

Part. 4 . . .; Information about. the activities ofthe applfoailt .


Q13A Activities
Describe below the organization's programs and activities in detail (i.e., the ones by which it claims to benefit the community- fundraising activities
should be recorded in 015 and 016). In describing the activities, show how the organization intends to achieve each of the objects listed in its
governing document. Indicate as well where the organization will be carrying on each of its activities and who the intended beneficiaries are. If the
organization maintains a web site, please provide the address.

See A

endix "A"

Part 4-lnformation about the activities of the applicant (cont'd)


Q13A Activities (cont'd)

a1:ia Please attach minutes of meetings, newspaper cuttings, videos, fund-raising materials, pamphlets, brochure, or other items which illustrate its work
and purposes.
If you would like any of this information to be made available to the public, you should clearly label the materials accordingly.

n/a

a14'
Political activities
.
)
~- - --

Does the organization intend to undertake any political activities (e.g., letter-writing campaigns, public rallies, meetings with elected officials) to
achieve its purposes?

D
B

Yes

No (go to 015)

If yes, describe these activities in detail.

Part 4- Information about the activities ofthe applicant (conh:i)

How do these activities help to achieve the organization's purposes?

Give the approximate percentage of the organization's total human, financial, and physical resources that it will devote to its political activities.

. 6 :

% Human resources
% Financial resources
% Physical resources

ai5~ Occasional fund-raising


_, --

Does the organization intend to have occasional fund-raising events, such as auctions, concerts, or bingos?

Yes

No (go to 016)

If yes, briefly describe these events, indicate how many times a year the organization will hold each event, and estimate the percentage of the people
involved who will be volunteers.

g1{

Regular fund-raising
Does the organization intend to develop a program for soliciting donations (e.g., through an ongoing mail campaign)? Or will it sell goods on a regular
basis (e.g., videos or used clothing)? Or does the organization plan to raise funds through regular events such as weekly bingos, or charge fees on a
regular basis for its services (e.g., tuition or counselling)?

Yes

No (go to 017)

If yes, provide details about any donor development program, describe the kinds of goods and services that the organization intends to sell or provide
on a continuing basis, and estimate the percentage of the people involved in these regular fund-raising activities who will be volunteers.

.Part s _:Financial information

017
Next complete fiscal period:

to

2006/01/01

2006/12/31

Month Day
Year Month Day
In the following section, you have to develop a proposed budget or estimate of receipts and disbursements and a list of anticipated assets
and liabilities for the organization's next complete fiscal period. All applicants (both those already operating and those not yet operating)
must complete this section. Organizations which have been in operation for over a year must also attach financial statements (see question 23).
Year

Proposed Budget for the next complete fiscal period


Receipts and disbursements

A.

Receipts

Indicate the total (gross) dollar amounts or


(Record amounts once only)

Gifts from individuals

001

Gifts from corporations and businesses (provide name if known)

002

Gifts from other registered charities (provide name if known)

003

75,000.00

2,000,000.00

NIA

NIA

NIA

NIA

The Chawkers Foundation


The Metcalf Foundation
(118937010RR0001)

Fundraising activities carried on by the organization itself not already


Included above.

004

NIA

Fundraising activities carried on through other organizations not


already included above. Copies of any proposed or existing
contracts should be attached.

005

~
~

NIA
NIA

Government grants or contracts

006

NIA

Describe receipts from any other sources of income not already


Included above

007

NIA

Total estimated receipts from all sources


(Add lines 001-007)

012

Attached

2 ' 07 5 ' 0 0 0 . 0 0

NIA

Part 5 - Financialinforrriation (cont'd)


B.

Disbursements
Charitable programs
(Please identify program and approximate amount)

013

1,800,000.00

N/A

See Appendix "A"

Gifts to qualified donees (identify recipient, and registration number


where applicable)

014

N/A

Fundraising activities carried on by the organization itself

015

N/A

Fundraising activities carried on by other organizations on the


charity's behalf (provide name of fundraising organization)

016

N/A

Management and administration

60,000.00
10,000.00
7,250.00

Supplies and equipment not alre;idy included

017
018
019
020

Printing, publications not already Included (describe)

021

3,000.00

Remuneration and benefits not already included


Accounting and legal services
Occupancy costs not already included

D
D
D

N/A

N/A

N/A

N/A
N/A

Social events not already Included (describe)

022

N/A

Other disbursements (describe)

023

N/A

Total estimated disbursements


(Add lines 013 to 023)

029

N/A

1,880,250.00

Part 5 - Financial information (cont'd)


C.

Foreign disbursements
Will any of the organization's disbursements accounted for in Part B above be used for programs outside Canada?

Yes

No (go to 0170)

If yes, list the locations and the amounts to be spent in each location.
Location

Amount

Assets and liabilities


D.

Assets

N/A

031

N/A

032

N/A

Cash on hand or in bank accounts

030

Investments
(e.g., bonds, stocks, guaranteed term deposits)

194,750.00

Fixed assets
(specify- e.g., equipment, land, buildings, vehicles, inventory)

Total assets
(Add lines 030-032)

035

194,750.00

Part 5 -Financial information (cont'd)


E.

10

Liabilities
Mortgages, loans, and notes payable (specify)

036

NIA

037

NIA

Other amounts payable (specify)

Total liabilities

040

(Add lines 036 and 037)

al(

Financial transactions with directors/trustees, founders, etc.


Has the organization entered into (or does it propose to enter into) financial, real estate, or other transactions with a director/trustee, founder,
member, employee, or with anyone or any organization related to these people?

Yes

If yes, provide details.

No (go to 019)

Part 6 """ Confidential information


019

11

Business address or physical location of organization

Same as mailing address (05) or:

(number, street, room, floor or suite no., lot no., concession)

(city or town, province, and postal code)

(phone number)

(fax number)

029_ Physical location of books and records


-

Same as mailing address (05)

or

(number, street, room, floor or suite no., lot no., concession)

(city or town, province, and postal code)

(phone number)

(fax number)

Authorized Representative/Contact Person


:,Mi:
-"'
Name:

Kenneth Alexander

Full mailing address:

(number, street, room, floor or suite no., lot no., concession)

(city or town, province, and postal code)

(fax number)

(phone number)

q22 : Confidential information about directors/trustees

Directorffrustee i) Name:

Kenneth Alexander

Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

4
(phone number)
Occupation/line of work:

Directorffrustee ii) Name:

James O'Reilly

Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

Same as business address (019) or:

Part 6-" Confidential information (cont'd)


Directorfrrustee iii) Name:

Janet Solberg

Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

Directorfrrustee iv) Name:


Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

Directorfrrustee v) Name:
Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

Directorfrrustee vi) Name:


Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

12

Part 6 ..... Confidential infC>rriiatiorqcont'd)


Directorffrustee vii) Name:
Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

Directorffrustee viii) Name:


Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

Directorffrustee ix) Name:


Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

Directorffrustee x) Name:
Complete home address:
(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:

..

Part 6 - Confidential information (cont'd)

14

Directorffrustee xi) Name:


Complete home address:

(number, street, room, floor or suite no., R.R.)

(city or town, province, and postal code)

(phone number)
Occupation/line of work:
023 Financial statements
If the organization has been operating for over a year, attach a separate copy of its most recent financial statements.

Included

N/A

Pa,rt '.7_: Certifipation


and
Steps
:
;. Final
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Enclosure checklist
Have you included:

the parent organization's certificate, if applicable (see Q9)?


a copy of the governing document accompanied, if applicable, by a copy of all amendments (see Q1 OA)? If the organization is not incorporated,
remember to have a copy of a constitution or trust deed signed by three current directors/trustees (see Q10B).

a certificate of good standing, if applicable (see Q10A.1)?

a copy of the by-laws, if any (see Q10C)?

a detailed account of activities (see Q13A)?

D
D

a copy of minutes, newspaper cuttings, pamphlets, fund-raising materials, etc. (see 0138)?
a copy of the latest financial statements, if applicable (see Q23)?

CERTIFICATION
(to be completed by two persons authorized to sign on behalf of the organization)
I certify that the information given on this form and in all attached documentation is, to the best of my knowledge, correct and complete.
Signature
Name (please print)
Position within organization
Date signed

2005/11/14

2005/11/14

ONCE COMPLETED THIS APPLICATION SHOULD BE MAILED TO:


CHARITIES DIRECTORATE
CANADA CUSTOMS AND REVENUE AGENCY
OTTAWA ON K1A OLS

APPENDIX "A"
ADDITIONAL ANSWERS
Question 13A Activities
I

OBJECTS OF THE FOUNDATION

The objects of the Foundation are as follows:


The objects of the Corporation are:
1.
To receive and maintain a fund or funds and to use, apply,
give, devote or distribute from time to time all or part of the fund
or funds and/or the income therefrom for such purposes listed in
paragraph 2 as are in law exclusively charitable, including carrying
out its own charitable activities and making grants and donations to
such organizations, associations, corporations or trusts as are
registered charities or qualified donees under the Income Tax Act
(Canada).

2.

The purposes mentioned in paragraph 1 are as follows:

(i)
The advancement of education by promoting and
publishing a magazine devoted to the dissemination of literary
non-fiction and fiction writing of the highest possible quality to the
reading public;
The advancement of education by the promotion,
publication and dissemination to the public of educational material
on topics within the social sciences, arts and humanities, and
natural sciences disciplines;
(ii)

(iii)
To provide a forum for writing by promoting, supporting,
and publishing good quality works by Canadian authors;
(iv)
The advancement of education by promoting the
development of writing in Canada by supporting the education of
editors and critics of literary non fiction and fiction writing through
the establishment and operation of internship programs for editors
and critics;
(v)
The advancement of education by promoting and
publishing informed and constructive dialogue on matters of
current public policy interest among scholars, informed
commentators, leaders in the government, business, professional,
voluntary and arts sectors, and members of the reading public;

(vi)
The advancement of education by organizing and holding
conferences, seminars and workshops open to interested
participants on social, economic, cultural and historical issues
relating to Canada and its role in the world; and,
(vii) The advancement of education through the promotion of
literacy and reading in Canadian youth.

II

THE CHARITABLE MISSION OF THE FOUNDATION

The Foundation is committed to supporting and expanding letters - i.e., writing for the sake of
writing - and the liberal arts in Canada by promoting and publishing fiction writing of a high
literary quality and literary non-fiction writing that is factual, informative and based on sound
research of an appropriate level and nature, and to ensuring that this writing is accessible to and
is valued by the reading public of all ages in Canada. The Foundation's educational mission is
thus to provide opportunities for Canadian writers and academics to write and publish and for the
Canadian reading public to read on matters of public interest and of literary significance.
The educational objects of the Foundation divide into a content or research component and an
outreach or communication component.
The Foundation's content or research interests include:

Canadian public policy in the areas of education, health care, the environment,
international affairs and Canada's position in the world, governance, immigration, etc;

the social sciences including sociology, anthropology, demographic studies, politics,


communications, and the media;

the humanities and arts including philosophy, history, literature, languages, and the
plastic and performing arts;

the natural sciences; and,

instrumental knowledge and technology.

In some instances the Foundation will conduct or support original research. In other instances,
the Foundation's efforts will be to render existing academic research accessible to the reading
public.
The Foundation's outreach or communication strategies include:

publication of The Walrus magazine; and,

semi-annual conferences on matters of Canadian public policy;

I
I

'I
)

a minimum of four workshops per year open to all would-be Canadian contributors to
The Walrus magazine (both veteran and aspiring) on investigative journalism, the
long-form essay, embedding research in narrative forms, Canada in the world, etc.;

two annual one-day seminars on the media in the modem world;

annual fiction book prize of $10,000 for best first novel;

annual non-fiction book prize of $10,000 for best work of non-fiction of a


non-biographical nature;

"The Walrus Bookshelf," a literary event held annually in 12 Canadian cities for local
high school educators, featuring (at each event) four Canadian authors, and distributing
(at each event) 2,000 books to be given to graduating high school students as gifts;

"Walrus Foundation University Student Essay Contest" comprising three prizes - gold,
$1,000; silver, $500; bronze, $250;

two annual debates featuring two interlocutors on subjects of importance to Canadians;

editorial, critical and art internship programs with The Walrus magazine.

The "ideas marketplace" in print and long-form essays in Canada is currently overwhelmingly
dominated by American periodicals distributing widely in Canada. The Foundation, therefore,
has a special commitment to fostering the growth of long-form writing in Canada of a literary
non-fiction nature by Canadian writers and academics. It further believes that the "terrain" for
such research and writing should not be restricted to the local - i.e., restricted to reflecting
Canada back to Canadians; that a trained Canadian perspective has much to offer the world; and
that Canadian citizens are in need of perspectives on global matters researched and explicated by
Canadian writers and academics. Therefore, the Foundation is committed to sponsoring
Canadian writers and aqtdemics pursuing ideas both in Canada and outside of Canada.
The Foundation's educational mission is to bridge the divide between the university and wider
research communities (such as, for example,
and
the Perimeter Institute) on the one hand, and the reading public, on the other. The Foundation
will achieve this objective through various means of outreach and public dissemination, such as
conferences, seminars, public debates, and, on a monthly basis, publishing the Walrus magazine
(described further below).
The programs of the Foundation will be overseen by a Program Director/Editor who will be
employed exclusively by the Foundation to formulate and pursue a content and outreach agenda
for the Foundation that is determined by the board of directors.

III

GOVERNANCE OF THE FOUNDATION

The board of directors of the Foundation will be composed of between ten (10) and fifteen (15)
directors. In the first several years of the Foundation's operation, the Foundation's governance
model will be a self-perpetuating board. As the governance of the Foundation develops, the
board, through its nominations committee, will develop criteria for board membership with a
view to ensuring that the board is composed of individuals who are administratively capable of
leading the Foundation in the execution of its mission and who are committed to the realization
of the objects of the Foundation. All of the following individuals have been approached and
have expressed a genuine interest in serving as members of the board of directors of the
Foundation:
Earl Berger

Marina Glogovac
Allan Gregg
Margaret Grottenthaler
David Harrison

Gerald Lazare

~ '..

Jack Shapiro

'.

Janet Solberg
The Foundation will form alliances and partnerships, on a project or long-term basis, with other
registered charities that carry on activities that are the same as or that are similar to the activities
of the Foundation. Depending on the relationships established and other circumstances, in
several years time, the other registered charities may seek and be granted representation on the
Foundation's board.
In several years time, the board of the Foundation will consider adopting an amendment to the
Foundation's by-laws to admit to membership of the Foundation members of the general public
who are interested in the objects of the Foundation. However, it is unlikely that public
membership will have any voting rights. The Foundation expects to continue the
self-perpetuating board model of governance for the long-term.
In addition to discharging their fiduciary responsibilities to the foundation the board of directors
of the Foundation will engage in such activities as:

deciding on topics for and participants at two annual conferences on matters of Canadian
public policy;

',

deciding on topics for and participants at two annual one-day seminars on the media in
the modem world;

deciding on the design of Foundation's annual fiction book prize ($10,000 for best first
novel) and on the appointment of the selection committee for this prize;

deciding on the design of Foundation's annual non-fiction book prize ($10,000 for best
work of non-fiction of a non-biographical nature) and on the appointment of the
selection committee for this prize;

deciding on the design and implementation of "The W alms Bookshelf' -- a literary event
held annually in 12 Canadian cities for local high school educators, featuring (at each
event) four Canadian authors, and distributing (at each event) 2,000 books to be given to
graduating high school students as gifts;

deciding on the design and implementation of the annual "Walrus Foundation University
Student Essay Contest" (three prizes - gold, $1,000; silver, $500; bronze, $250);

deciding on the design and implementation of two annual nightly debates featuring two
interlocutors on subjects of importance to Canadians;

assisting with the direction of the editorial policy for The Walrus magazine, the main
public organ of the Foundation; and,

deciding on the design and implementation of the editorial and art internship program of
The Walrus magazine.

IV

CHARITABLE PROGRAMS, PROJECTS AND ACTIVITIES OF THE


FOUNDATION

The Role of The_ Walrus magazine in the Foundation's Educational Mission

1.

Mission of The Walrus

.I

The formal mission of The Walrus is as follows:


The mission of The Walrus is to be a general interest magazine
devoted exclusively to research-based literary non-fiction, fiction,
poetry and art of the highest possible educational, literary and
aesthetic value for the benefit of the broader reading public in
Canada.
2.

Editorial Policy of The Walrus

The General Editorial Policy of The Walrus is as follows:

The editorial policy of The Walrus magazine is to explore ideas and issues, and to
elevate public discourse on matters of importance to Canadians by publishing essays,
articles, and reviews based on facts and research.

The Walrus will not publish personality profiles (but can publish short character portraits
-- within a particular essay -- as a vehicle to a broader idea).

The Walrus will not engage in service journalism. It will not publish articles on things or
consumer items, or provide lists of recommendations, etc.

The Walrus will not publish advertorial content and will ensure complete independence
of editorial content from advertising.

The Walrus will provide a depth of analysis beyond news reporting, and will not publish
news items or wire stories.

The Walrus will ensure that its contributors, both freelance writers and academics,
understand and execute the protocols of research and fact-based essay writing. These
protocols include searches of existing literature, interviewing techniques, records of
observations, detailed note-taking, etc.

The Walrus staff will conduct its own literature searches and communicate the results of
these searches to potential contributors prior to an assignment.

The Walrus will adhere to an educational content versus other, including advertising
ratio of at least 70:30.

The Walrus will publish poetry by Canadian poets in each and every issue, and will
publish literature in the form of short stories or memoirs in at least eight issues per year.

The Walrus will vnsure that at least 80% of the editorial and art content in the magazine
is provided by Canadian writers and artists.

All articles appearing in The Walrus, short and long and including those of an opinion
nature, will be based on primary and/or secondary research, and the Foundation will keep
on file the results of all literature searches. All material published in the magazine
(including letters to the editor, display copy, and fiction) will be rigorously checked for
facts, and the results of fact checking will also kept on file.

All art (including illustrations, drawings, photography, and cartoons) that accompanies
editorial content will be based on a full understanding of that content. That is, all artists
interested in collaborating with The Walrus on a particular essay, article, or review must
demonstrate that they have read, understood, and show a capacity for providing parallel
visual narratives of the editorial content under consideration.

3.

Editorial Control of the Educational Content of The Walrus

The Walrus is a project of Foundation and, as such, the magazine must continuously reflect the
educational objects of the Foundation. To ensure compliance in this regard the board of directors
of the Foundation will appoint a standing committee of the board of directors called the
Educational Review Committee (ERC). The ERC will be chaired by a director and its
membership will be composed of academics who will report to the board of directors of the
Foundation but otherwise be independent of it. The ERC will base its findings on the objects of
the Foundation and on pre-established educational criteria agreed upon by the Foundation and
the Charities Directorate of the Canada Revenue Agency and consistent with educational
standards for magazines vis-a-vis Canadian charity law, as described in the Canada Revenue
Agency document "Magazines and Education", as follows:
"The Income Tax Act requires that a charity devote its resources to
exclusively charitable activities. The CRA accepts that registered
charities can achieve a recognized charitable purpose through the
use, creation, publication and distribution of magazines. However,
in order to be considered an acceptable charitable activity, the
contents of that publication must be charitable in the sense
understood by charity law."
The specific test to be applied is that, to demonstrate a publication
is charitable, the content of the magazine must be substantially all
charitable - generally interpreted to mean at least 90%.
Administratively this allows for certain content (non-educational
articles, advertising, games etc.) which, while not charitable in and
of itself, is ancillary and incidental to the main charitable purpose.
Education:
The defin.ition of education, as it corresponds to charity law, is
drawn from the decisions of the courts. To advance education in
the charitable sense means:

training the mind;

advancing the knowledge or abilities of the recipient;

raising the artistic taste of the community; or

improving a useful branch of human knowledge through


research.
The Supreme Court of Canada set out a number of criteria to
determine whether a purpose or activity is charitable:

There must be structure and a genuinely educational


purpose
7

There must be a teaching or learning component

There must be a legitimate, targeted attempt to educate


others (simply providing an opportunity for people to educate
themselves, such as by making available materials with which this
might be accomplished but need not be, is not enough.)
Finally, although the decision of the Supreme Court extended the
definition of education beyond traditional academic subjects, to
include teaching practical topics and skills, such as necessary life
skills or providing information to a specific practical end, the
knowledge being conveyed must be useful knowledge (i.e., in the
sense that its acquisition by the individual provides a special
benefit to the community).
Application
Non-"artistic" pieces
Whether the content of a publication is educational must be
determined by an examination of the material on a case-by-case
basis. Applying the comments of the Supreme Court of Canada to
"educational" magazines, the CRA would expect that:

The article presents a topic or subject of use or of


significant value to the public;
o
Articles on subjects of dubious useful or practical
value are not considered educational (e.g., articles on junk,
celebrity profiles)

The purpose of the article must be to educate the reader generally by presenting a topic and providing a serious, thorough,
and structured analysis;
o
Generally "light-hearted" or humour pieces do not
qualify as the purpose of these is to entertain and not
educate. Nor do these involve a serious or thorough
analysis of an issue.
o
Articles that present only an author's opinion do not
qualify as educational. Conclusions may be drawn
provided these are based on a logical, well-reasoned and
balanced presentation of an issue.

o
Articles that simply present information and facts
without additional argument, explanation and analysis lack
the teaching and learning component prescribed by the
Supreme Court.
o
Articles which simply "tell a story" - e.g., an author
recanting a personal experience or life event - do not
qualify. While these may involve "an exploration of an
idea" these lack the genuine educational purpose required
by the courts, not are they structured to teach or raise the
knowledge and abilities of the recipients.

The article should be thorough, well-researched, wellsupported and unbiased


o
Articles on a particular subject should provide a full
analysis of a subject. Articles which are topical or
entertaining but "light" on educational content will not
qualify.
o
Articles should involve research drawn from
academic sources -competing research where relevant to
present a well-rounded discussion. Wherever possible, the
sources associated with research should be cited within the
publication.
o
As above, while an article may involve a conclusion
drawn from a reasoned analysis and balance presentation of
material facts, it must be generally free from significant
bias. Articles which present serious bias on a topic (i.e., by
presenting a conclusion and presenting facts to substantiate
these) will not qualify.
o
Wherever possible, the author presenting on a
substantive topic should be an individual experienced
within that field.
Artistic pieces
The notion that exposing the public to works of high artistic caliber
is educational is derived from a series of common law cases notably the Royal Choral Society case. In that case, the court held
that:
"If the people who are providing the performance are really
genuinely confining their objects to the promotion of
aesthetic education by presenting works of a particular
kind, or up to a particular standard, this is just as much

education (and, in fact, having regard to the subject-matter


the best available method of education) as teaching or
lecturing a class, or anything of that kind"
In this regard, where a magazine proposes to raise the aesthetic
tastes of the public, the following criteria should be used:

The content must either (1) deal with a particular


recognized form of high-end art (e.g., the article is written about
particular art such as painting, poetry, music, literature), or (2)
must present a display of a recognized form of art;
o
Just because an endeavor is artistic in the loose
sense, does not mean it is of sufficient cultural value to be
considered educational.
o
Reviews of arts and entertainment more generally
would not be acceptable. For example, reviews of
Hollywood "blockbusters", television, modem music
trends, video games etc. would not be charitable.

The art presented must be of such a significantly highcaliber as to be considered educational;


o
The courts (and therefore the CRA) do not consider
that all art is of sufficient quality to be considered
educational. In this regard, any art presented should be
vetted through experts within a particular field.
o
With respect to writings, the piece presented must
be of significant value - either due to its literary or historic
value. The purpose of the piece must be to expose the
reader to high quality artistic literature. The CRA does not
consider articles, essays, etc. educational simply because
they are well-written. "
These same criteria and educational standards for magazines vis-a-vis Canadian charity law will
be supplied to all of The Walrus contributors.
All parties involved - that is, reviewers, contributors, and academic advisors - recognize that
The Walrus is a magazine for sophisticated readers and the general public, and that its form and
structure will vary from that of an academic journal. So, for the sake of clarity, in addition to the
educational criteria and educational standards for magazines vis-a-vis Canadian charity law, all
instructional information to reviewers, contributors, and academic advisors will also contain the
following:

10

Magazine articles in The Walrus must engage and inform the


reader and provide him/her with a learning experience. They
should evoke thoughtful consideration. Research, facts, and
arguments can be presented formally, but can also be embedded in
narratives and in a sense of time and/or place. Characters can be
explored but not as ends in themselves; rather, when described,
characters must be used as entry points toward larger issues and
ideas. The content of each article, essay, review, etc. must be
meaningful, relevant, and useful from a social, political, cultural,
and/or scientific perspective. All articles must also strive for
excellence in written communication.
The ERC will be principally responsible for ensuring that the editorial content of The Walrus
magazine achieves a minimum standard of 70 percent educational content, and no more than 30
percent non-educational content, including advertising. The ERC will be answerable to the board
of directors of the Foundation, and will consistently report its findings to it (i.e., beginning with
the March 2006 issue ] and on all subsequent issues of the magazine). In the event of noncompliance by the editor of The Walrus, who is responsible for editorial and art direction, the
board of directors, in turn, must take appropriate action. This action could result in the editor's
dismissal.
This 70/30 ratio can be "averaged out" over the course of a full year's magazine production
schedule. In the case of The Walrus, this amounts to ten issues. Achieving this outcome is a
condition for the inclusion of The Walrus as a project of the Foundation and of the charitable
registration of the Foundation.
The ERC will be comprised of no fewer than four academics chosen from a variety of academic
disciplines. As the ERC members will be privy to editorial content destined to appear in The
Walrus, each member must sign a non-disclosure agreement which protects The Walrus and its
contributors from any leaks of information vis-a-vis editorial content. The editorial content
information to which the ERC members will be privy includes: editorial line-ups for upcoming
issues; assignment letters to contributors (which include rationales for the topic chosen and
reasons why the contributor in question is ideally suited to execute the article or essay in
question); literature search results; and actual articles, essays, reviews, etc.
In addition to the ERC, and to assist the editor vis-a-vis educational content, the magazine will
begin immediately to accumulate a roster of academics covering numerous disciplines, and to
which the editor(s) can seek counsel on a variety of ideas which, based partly on the received
wisdom and knowledge of these academic advisers, may germinate into assigned stories. This
group will be separate and independent from the ERC, but will, nonetheless, assist the magazine
in achieving its goal of maximizing educational content. In the event of a story assignment, the
views expressed by the academics (and, when possible, the contact information) will be shared
with the contracted writer.
By the March 2006 issue of The Walrus (sent to press on January 10, 2006) the work of the ERC
will be formative: i.e., for this and all subsequent issues of the magazine, the ERC will have the
responsibility of vetting all new proposed editorial content (i.e., all assignments dated from

11

December 1, 2005) and insisting on certain types of direction. In addition, and to further ensure
that the 70/30 educational-to-non-educational ratio is achieved and honoured, beginning on
December 1, 2005 and for the March 2006 issue (and all subsequent issues), all contributors will
receive a contract which outlines the educational criteria. Beginning on November 7, 2005, all
contributors already contracted to write articles, essays, reviews, etc., for The Walrus will be
alerted to the educational criteria of the magazine.
The principal task of the ERC is to ensure that The Walrus is predominantly educational; that its
editorial content is devoid of gratuitous articles; and, in general, that the magazine forwards the
Foundation's mandate of elevating public discourse on matters of importance to Canadians. As
such, over and above the prescriptive directives regularly sent by the ERC to the editor on
particular proposed articles, essays, reviews, etc., beginning with the March 2006 issue (and on
all subsequent issues) the ERC will have an additional role of reviewing each issue of the
magazine retrospectively.

Other Activities of the Foundation

1.

Conferences and Seminars

In November, 2003, the Foundation hosted a one-night conference at Massey College, University
of Toronto. The conference title was "The Current State of Russia" and the featured speakers
were Rodney Irwin (former Canadian ambassador to Russia), David Satter (author of The Rise of
the Russian Criminal State), and Paul Webster (author of "Are We Rearming Russia," a feature
length article which appeared in the November/December issue of The Walrus magazine.
The Foundation will host similar conferences or seminars several times per year.
Conferences themes will be selected by the board of directors of the Foundation in consultation
with the Advisory Council and with other individuals selected or approached on an ad hoc basis.
Topics currently under consideration include:

"Nature vs. Nurture and the Origin of Emotions"

"Rethinking Multiculturalism in an Age of Mass Migration"

"Parliamentary Democracy and The Charter"

"The "Right" of Industrialization by Developing Economies"

"Visualization and Mathematics: How to Learn a Natural Language"

"Film as Text: Breakthroughs in Canadian Documentary Filmmaking"

"Peopling the North: Canadian Sovereignty and Moving Beyond the 49th Parallel"

"Wagging the Dog: Canada as an Evolving Middle Power"

12

"Poetry, the Spoken Word, and Wilderness Voices"

"The Internet and Self Publishing: Vanity Press or True Democracy?"

"Hamstrung Municipalities: Reconfiguring the Division of Powers"

"Democracy and Media Consolidation"

"History and the Art of Conversation"

Proposed keynote speakers include


,
,
,
,
2.

,
,
, and

,
,

Literacy and Young Canadians

The Foundation will foster literacy and book appreciation, especially among young Canadians,
recognize and reward teacher contributions to education, and assist Canadian book publishing.
With the primary purpose of helping young readers build their own personal libraries, the
Foundation will host literary evenings in 12 Canadian cities from coast to coast. (In March and
April, 2004, these evenings were held in 9 cities (St. John's, Halifax, Montreal, Ottawa, Toronto,
Winnipeg, Calgary, Edmonton, and Vancouver.) At each event, the audience is composed of 100
local area high school teachers specifically invited in recognition of their dedicated service. The
teachers listen to readings by four Canadian authors. At the end of the evenings, all participating
teachers receive a box of 20 books (5 copies of 4 titles). These 20 books are then distributed to
deserving graduating high school students as gifts from their schools.
In 2004, 18,720 books were so distributed. In 2005, the program was expanded to 12 cities, and
24,960 books were distributed. Annually, both fiction and non-fiction books will be distributed,
and the books will be from small, medium, and large publishing houses. While the primary
purpose of The Walrus Bookshelf is to help young readers build their own personal libraries, the
program also rewards hard-working teachers, and gives Canadian book publishing a significant
and necessary shot in the arm.

In addition, to give students access to authors, the Foundation intends to establish Web site-based
interactive dialogues between Canadian novelists and non-fiction writers and groups of students
who received their books.
3.

Training

There is no doubt that Canadian schools of journalism are doing an excellent job teaching the
theoretical underpinnings of journalistic practice. However, practical on-site training of the next
generation of editors and art directors is essential for the on-going health of Canadian publishing.
To this end, the Foundation will finance four editorial interns and one art intern working at The
Walrus magazine on six-month rotations. Already, four full rotations of interns have worked at
The Walrus. These interns have been involved in every facet of the magazine's operation. In
parallel editing (one-on-one) with experienced editors they are taken through all the stages
13

(assignment, conceptual edit, structural edit, line edit, and copy edit) on numerous articles
appearing in each issue of the magazine. It is intense training. The interns also gain experience
as researchers, outlook editors, fact checkers, and are instructed on the publishing side
(circulation, promotion, newsstand distribution, etc.,) of magazines.
To complement the daily training and to ensure that the interns receive the broadest education
possible, bi-monthly workshops are also part of the program. A sampling of workshops (for past
and present interns) includes: Julian Porter, one of Canada's foremost experts on libel law;
Cynthia Good (former editor of Penguin Canada) on editing fiction; Rita Leistner on her
experiences as an embedded journalist in Iraq; Keith Oatley, Professor of Psychology at the
University of Toronto and award-winning novelist, on a historical perspective on the
development of character in literature; Greg Keilty, CM Group, on magazine circulation;
Bernadette Kuncevicus, Ryerson University, held 6 seminars on copy-editing; Ira Basen,
Canadian Broadcasting Corporation, on the "spindustry;" Clifford Kraus, New Yark Times
correspondent in Canada, on covering Canada; David Berlin, founding editor-in-chief of The
Walrus, on key aspects of elevated journalistic and literary essays; all of the editors and
publishers of the magazine have also conducted workshops.
Unlike most magazines, where interns are either not paid or paid only a very small sum (and can
therefore only be selected from the publishing city), the Foundation wishes to ensure equality of
opportunity to intern candidates from across Canada. To do so, its internship programs must
provide a living wage.
The absence of a Canadian journal or magazine devoted to long-form publishing, and devoted to
rendering academic research accessible to a broad base of Canadian readers, means that The
Walrus, as an agent of the Foundation, must instruct and train potential contributors on
research-based literary non-fiction writing. Both the magazine and the Foundation are
committed to this effort, and, in time, the result will be a class of writers and academics capable
of producing long-form essays (4,000-10,000 words) that compete favourably with the very best
of foreign offerings.
Question 17 B Disbursements

The disbursements of the Foundation will be as follows:

The Walrus Magazine

$1,000,000

Internship program

$400,000

Other programs of the Foundation

$400,000

G&C Client - 790811 v2

14

APPENDIX "B"

1.

Application for Supplementary Letters Patent for The Walrus Foundation.*

2.

By-law No. 2 of The Walrus Foundation, amending By-law No. 1.*

3.

Budget for The Walrus Magazine Inc. for the year ending December 31, 2005.*

* These items will be submitted to CRA in due course. All of the proposed amendments are
described in the covering memorandum from David Stevens dated October 15, 2005.

G&C 790812 vi

APPENDIX "C"
LETTERS DESCRIBING THE IMPORTANCE OF THE MAGAZINE

G&C 790813 vl

Industry Canada

Canada
Corporations Act

lndustrie Canada

Loi sur les


corporations canadlennes

CANADA

SUPPLEMENTARY LETTERS PATENT

issued to

THE WALRUS FOUNDATION

The Minister of Industry by virtue of the powers vested in him by


the Canada Corporations Act, does hereby vary the objects of the
corporation as provided in BY-LAW N0.2 ot the said Corporation, a copy of
which is annexed hereto to form part of these presents.

Date of Supplementary Letters Patent - February 3. 2006

GIVEN under the seal o: office of the Minister oC Industry.

for the Minister of Industry

File Number:

Canada

413536-9

BY-LAWN0.2
A by-law to amend the provisions of the Letters Patent
and to authorize application for the issuance of
Supplementary Letters Patent to confirm the same

BE IT ENACTED and it is hereby enacted as By-law No. 2 of THE WALRUS FOUNDATION


(herein called the "Corporation") as follows:
I.

Subject to confirmation by Supplementary Letters Patent, Part Ill of the Letters Patent
concerning the objects, which presently reads as follows:
"The object of the Corporation is to advance education by:
I.

organizing and sponsoring conferences, seminars and workshops on social,


economic, cultural. and historical issues related to Canada and its role in the
world;

2.

conducting research for the benefit of the public into social, economic, cultural,
and historical issues related to Canada and its role internationally; and

3.

providing scholarships and bursaries to writers and thinkers for the purpose of
researching social economic, cultural, and histcincal issues related to Canada and
its role int~rnationally. "

is deleted and replaced by the following which reads as follows:


"The ,objects of the. Corporation are:
1.

To receive and maintain a fund or fu_nds and to use, appiy, give, devote or
distribute from time to time all or part of the fund or funds and/or the income
therefrom for such purposes listed in paragraph 2 as are in law- exclusively
charitable, including carrying out its own charitable activities and making grants
and donations to such organizations, associations, corporations or trusts as are
registered charities or qualified donees under the Income Tax Act (Canada).

2.

The purposes mentioned in paragraph I are as follows :


(a)

The advancement of education by promoting and publishing a magazine


devoted to the dissemination of literary non-fiction and .fiction writing of
the highest possible quality to the reading public;

(b)

The advancement of education by the promotion, publication and


dissemination to the public of educational material on topics within the
social sciences, arts and humanities, and natural sciences disciplines;

G&C Client - 887375 \' l Foundation Supplcmcn:ary Letters J>31enl and Oy-l..aws.doc

,.
(

(c)

To provide a forum for writing by promoting, supporting, and publishing


good quality works by Canadian authors;

(d)

The advancement of education by promoting the development of writing


in Canada by supporting the education of editors and critics of literary non
fiction and fiction writing through the establishment and operation of
internship programs for editors and critics;

(e)

The advancement of education by promoting and publishing informed and


constructive dialogue on matters of current public policy interest among
scholars, informed commentators, leaders in the govcmment, business,
professional, voluntary and arts sectors, and members of the reading
public;

(f)

The advancement of education by organizing and holding con ferences,


seminars and workshops open to interested participants on social,
economic, cultural and historical issues relating to Canada and its role in
the world; and

(g)

The advancement of education through the promotion of literacy and


reading in Canadian youth."

2.

The Corporation is authorized to make application to the Minister of Industry Canada for
the issue of Supplementary Letters Patent confirming this by-law insofar as It relates to
amending the provisions of the Letters Patent.

3.

That any director or officer of the Corporation be hereby authorized and directed to
execute on behalf of the Corporation under its corporate seal or otherwise, all documents
in such form and with such additions, deletions or variations thereon as the said signing
officer may approve, such approval to be conclusively evidenced by his execution of the
said documents and to do all things necessary or desirable for the due carrying out of the
foregoing.

I HE REBY CERTIFY that the foregoing is a true and correct copy of By-law No. 2, which bylaw was en:icted by the directors on December 12, 2005 and sanctioned by a vote of not less than
two-thirds (2/3) of the members present at a special general meeting of the Corporation held on
December 12, 2005, which by-law is still in full force and effect, unamended.

DA TED the

;2J,,..(

day of January, 2006.

Industry Canada

Canada
Corporations Act

lndustrie Canada

Loi sur les


corporations canadiennes

CANADA

LETTERS PATENT

WHEREAS an application has been filed to incorporate a corporation


under the name

THE WALRUS FOUNDATION

THEREFORE the Minister of Industry by virtue of the powers vested


in him by the Canada Corporations Act, constitutes the applicants
and such persons as may hereafter become members in the corporation
hereby created , a body corporate and politic in accordance with the
provisions of the said Act. A copy of the said application is
attached hereto and forms part hereof.

Date of Letters Patent - December 24, 2002

GIVEN under the seal of office of the Mi nister of Industry.

~for the Minister of Industry

File Number:

..

...
.

413536-9

APPLICATION FOR INCORPORATION


OF A CORPORATION WITHOUT SHARE CAPITAL
UNDER PART II OF THE CANADA CORPORATIONS ACT

TO:

THE MINISTER OF INDUSTRY.

The undersigned hereby apply to the Minister of Industry 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 Corporation thereby created, a body corporate and politic under
the name of
THE WALRUS FOUNDATION

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 incorporated under the law.s of
Canada or any province thereof or so nearly resembles the same as to be .;
calculated to deceive, and that it 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 occupation of each of the
applicants are as follows:
. . "
Name
Kennett;! Alexander

. James O'Reilly

- -Janet Solberg

Address

J"

Occupation

--

The said Kenneth Alexander, James O'Reilly and Janet Solberg will be the first
directors of the Corporation.

111
The object of the Corporation is to advance education by:
1. organizing and sponsoring conferences, seminars and workshops on
social, economic, cultural, and historical issues related to Canada and its
role in the world;
2. conducting research for the benefit of the public into social, economic,
cultural, and historical issues related to Canada and its role
internationally; and
3. providing scholarships and bursaries to writers and thinkers for the
purpose of researching social, economic, cultural, and historical issues
related to Canada and its role internationally.

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

v
The place within Canada where the head office of the Corporation
is to be situated is in the City of Toronto, in the Province of Ontario.

VI
It is specially provided that in the event of dissolution or winding up of the Corporation all its remaining assets after payment of its liabilities shall
be distributed to one or more registered charitable organizations in Canada
carrying on similar activities.

VII

The by-laws of the Corporation shall be those filed with the


application for Letters Patent until repealed, amended, altered or added to.

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

.c7\_

DATED at the City of Toronto, in the Province of Ontario this


-'-"-7
day of ])g_u......J,.e,,;.
, 2002.

KCLL.

KENNETH ALEXANDER

JANET SOLBERG

(B.5185] O:\Client Flles\w-z\Walrus Foundation\Application for Letters Patent.1A.doc

("

BY-LAW NUMBER 1

A by-law relating generally to the


conduct of the affairs of
THE WALRUS FOUNDATION
(the Corporation)

CORPORATE SEAL

1.
The seal, an impression of which is stamped in the margin, shall be
the seal of the Corporation.

HEAD OFFICE

2.
The Head Office of the Corporation shall be in the City of Toronto
in the Province of Ontario.

CONDITIONS OF MEMBERSHIP

3.
Membership in the Corporation shall be limited to persons
interested in furthering the objects of the Corporation and shall consist of anyone
whose application for admission as a member has received the approval of the
board of directors of the Corporation.
'o

4.
There shall be no membership fees or dues unless otherwise
directed by the board of directors.
5.
Any member may withdraw from the Corporation by delivering to
the Corporation a written resignation and lodging a copy of the same with the
secretary of the Corporation.
6.
Any member may be required to resign by a vote of three-quarters ..
of the members at an annual meeting provided that any such member shall be
granted an opportunity to be heard at such meeting.

MEETINGS OF MEMBERS

7.
The annual or any other general meeting of the members shall be
held within 90 days after the end of the Corporation's fiscal year, in the city
where the head office of the Corporation is situated.
8.
At every annual meeting, in addition to any other business that may
be transacted, the report of the directors, the financial statement and the report
of the auditors shall be presented and auditors appointed for the ensuing year.
The members may consider and transact any business, either special or general,
at any meeting of the members. The board of directors or the president or vice-

2
,~

president shall have power to call, at any time, a general meeting of the
members of the Corporation. The board of directors shall call a special general
meeting of members for a purpose not inconsistent with the Canada
Corporations Act, on written requisition of at least 5% of the members.
9.
Ten percent of the members, but not fewer than two members, will
constitute a quorum.
10.
Fourteen days written notice shall be sent by either regular mail,
facsimile transmission, or electronic mail transmission to each member of any
annual or special general meeting of members.
11.
Notice of any meeting where special business will be transacted
should contain sufficient information to permit the member to form a reasoned
judgment on the decision to be taken. Notice of each meeting of members must
remind the member that he/she has the right to vote by proxy.
12.
Each voting member present at a meeting shall have the right to
exercise one vote. A member may, by means of a written proxy, appoint a proxy
holder to attend and act at a specific meeting of members, in the manner and to
the extent authorized by the proxy. A proxy holder is not required to be a
member a member of the Corporation. Proxy forms may be submitted by
facsimile or electronic mail, as well as by personal delivery or mail.
13.
Except with respect to matters which require by the Act that they be
dealt with at a meeting of the members, a resolution in writing signed by all. the
members entitled to vote on that resolution at a meeting of members is as valid
and effective as if passed at a meeting of the members duly called, constituted
and held for that purpose.
14.
A majority of the votes cast by the members shall determine the
questions in meeting except where the vote or consent of a greater number of
members is required by the Act or these By-laws.
Unless a ballot is requested by a member, a declaration by the
15.
chair of the meeting that a decision has been made and/or a decision recorded
in the minutes of the latter, it is admissible in evidence as proof on the face of
the decision without requiring proof of the number or proportion of the votes '
recorded in favour of or against such a decision. Such ballot will be taken in the
manner the chair of the meeting decides.
16.
No error or omission in giving notice of any annual or general
meeting or any adjourned meeting, whether annual or general, of the members
of the Corporation shall invalidate such meeting or make void any proceedings
taken thereat and any member may at any time waive notice of any such
meeting and may ratify, approve and confirm any or all proceedings taken or had
at that meeting. For the purpose of sending notice to any member, director or
officer for any meeting or otherwise, the address of the member, director of
officer shall be his/her last address recorded on the books of the Corporation.

-3 -

17.
Any meeting of members may be adjourned and reconvened at any
time and such matters may be considered at such reconvened meeting as might
have been considered at the original meeting which was adjourned.

BOARD OF DIRECTORS

18.
The property and business of the Corporation shall be managed by
a board of directors, comprised of a minimum of three directors. The number of
directors shall be determined from time to time by a majority of the directors at a
meeting of the board of directors and sanctioned by an affirmative vote of at
least two-thirds (2/3) of the members at a meeting duly called for the purpose of
determining the number of directors to be elected to the board of directors.
Directors must be individuals, at least 18 years of age, with power under law to
contract. Directors need not be members.
19.
The applicants for incorporation shall become the first directors of
the Corporation whose term of office on the board of directors shall continue until
their successors are elected. At the first meeting of members, the board of
directors then elected shall replace the provisional directors named in the Letters
Patent of the Corporation.
20.
Directors shall be elected for a term of two years by the members
at an annual meeting of members.
21.

The office of director shall be automatically vacated:

a.

if a director shall resign his/her office by delivering a written


resignation to the secretary of the Corporation;

b.

if he/she is found by a court to be of unsound mind;

c.

if he/she becomes bankrupt or suspends payment or compounds


with his/her creditors;

d.

if at a special general meeting of members a resolution is passed


by two-thirds of the members present at the meeting that he/she be
removed from office; or

e.

on death; or;

f.

if a director is absent from 3 consecutive board meetings without


leave of the Board,

provided that if any vacancy shall occur for any reason in this paragraph
contained, the board of directors by majority vote, may, by appointment, fill the
vacancy with a member of the Corporation.
22.
The directors shall serve as such without remuneration and no
director shall directly or indirectly receive any profit from his/her position as such;
provided that a director may be paid reasonable expenses incurred by him in the

-4 (

performance of his duties. Nothing herein contained shall be construed to


preclude any director from serving the Corporation as an officer or in any other
capacity.
23.
A retiring director shall remain in office until the dissolution or
adjournment of the meeting at which his/her retirement is accepted and his/her
successor is elected .

POWERS OF DIRECTORS

24.
The directors of the Corporation may administer the affairs of the
Corporation in all things and make or cause to be made for the Corporation, in its
name, any kind of contract which the Corporation may lawfully enter into and,
save as hereinafter provided, generally, may exercise all such other powers and
do all such other acts and things as the Corporation is by its charter or otherwise
authorized to exercise and do.
25.
The directors shall have power to authorize expenditures on behalf
of the Corporation from time to time and may delegate by resolution to an officer
or officers of the Corporation the right to employ and pay salaries to employees.
The directors shall have the power to enter into a trust arrangement with a trust
company for the purpose of creating a trust fund in which the capital and interest
may be made available for the benefit of promoting the interest of the
Corporation in accordance with such terms as the board of directors may
prescribe.
The board of directors is hereby authorized, from time to time
a.

to borrow money upon the credit of the Corporation, from any bank,
corporation, firm or person, upon such terms, covenants and
conditions at such times, in such sums, to such an extent and in
such manner as the board of directors in its discretion may deem
expedient;

b.

to limit or increase the amount to be borrowed;

c.

to issue or cause to be issued bonds, debentur~s or other


securities of the Corporation and to pledge or sell the same for
such sums, upon such terms, covenants and conditions and at
such prices as may be deemed expedient by the board of directors;

d.

to secure any such bond, debentures or other securities, or any


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

26.
The board of directors shall take such steps as they may deem
requisite to enable the Corporation to acquire, accept, solicit or receive legacies,

-5/"

gifts, grants, settlements, bequests, endowments and donations of any kind


whatsoever for the purpose of furthering the objects of the Corporation.
27.
The board of directors may appoint such agents and engage such
employees as it shall deem necessary from time to time and such persons shall
have such authority and shall perform such duties as shall be prescribed by the
board of directors at the time of such appointment.
28.
Remuneration of all officers, agents and employees and committee
members shall be fixed by the board of directors by resolution. Such resolution
shall have force and effect only until the next meeting of members when such
resolution shall be confirmed by resolution of the members, or in the absence of
such confirmation by the members, then the remuneration to such officers,
agents or employees and committee members shall cease to be payable from
the date of such meeting of members.

DIRECTORS' MEETINGS

29.
Meetings of the board of directors may be held at any time and
place to be determined by the directors provided that 48 hours written notice of
such meeting shall be given personally, or transmitted by facsimile or electronic
mail, to each director, or, if by mail, at least 14 days prior to the meeting. Notice
by mail shall be sent at least 14 days prior to the meeting. Notice by mail shall
be sent at least 14 days prior to the meeting. There shall be at least one
meeting per year of the board of directors. No error or omission in giving notice
of any meeting of the board of directors or any adjourned meeting of the board of
directors of the Corporation shall invalidate such meeting or make void any
proceedings taken thereat and any director may at any time waive notice of any
such meeting and may ratify, approve and confirm any or all proceedings taken
or had thereat. Each director is authorized to exercise one vote.
30.
A majority of directors in office, from time to time, but not less than
two directors, shall constitute a quorum for meetings of the board of directors.
Any meeting of the board of directors at which a quorum is present shall be
competent to exercise all or any of the authorities, powers and discretions by or
under the by-laws of the Corporation.
31.
If all the directors of the Corporation consent thereto generally or in
respect of a particular meeting, a director may participate in a meeting of the
board or of a committee of the board by means of such conference telephone
facilities as permit all persons participating in the meeting to hear each other,
and a director participating in such a meeting by such means is deemed to be
present at the meeting.

INDEMNITIES TO DIRECTORS AND OTHERS

32.
Every director and officer of the Corporation or other person who
has undertaken or is about to undertake any liability on behalf of the Corporation
or any company controlled by it and their heirs, executors and administrators,

- 6-

and estate and effects, respectively, shall from time to time and at all times, be
indemnified and saved harmless, out of the funds of the Corporation, from and
against:
a.

all costs, charges and expenses which such director, officer or


other person sustains or incurs in or about any action, suit or
proceedings wh ich is brought, commenced or prosecuted against
him/her, or in respect of any act, deed , matter or thing whatsoever,
made, done or permitted by him/her, in or about the execution of
the duties of his/her office or in respect of any such liability; and

b.

all other costs, charges and expenses which he/she sustains or


incurs in or about or in relation to the affairs thereof, except the
costs, charges or expenses as are occasioned by his/her own wilful
neglect or default.
OFFICERS

33.
The officers of the Corporation shall be a president, vice-president,
secretary and treasurer and any such other officers as the board of directors may
by by-law determine. Any two offices may be held by the same person. Except
for the president and the vice-president, officers need not be directors. Officers
need not be members.
34.
Officers shall receive no remuneration for serving as such, but are
entitled to reasonable expenses incurred in the exercise of their duty.
35.
Except for the office of president, officers of the Corporation shall
be appointed by resolution of the board of directors at the fi rst meeting of the
board of directors following an annual meeting of members. The president shall
be elected at an annual meeting of members.
36.
The officers of the Corporation shall hold office for two years from
the date of appointment or election or until their successors are elected or
appointed in their stead. Officers shall be subject to removal by resolution of the
board of directors at any time.

DUTIES OF OFFICERS

37.
The president shall be the chief executive officer of the
Corporation. He/she shall preside at all meetings of the Corporation and of the
board of directors. He/she shall have the general and active management of the
affairs of the Corporation. He/she shall see that all orders and resolutions of the
board of directors are carried into effect.
38.
The vice-president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform such other duties as shall from time to time be imposed upon him/her by
the board of directors.

. 7.

39.
The treasurer shall have the custody of the funds and securities of
the Corporation and shall keep full and accurate accounts of all assets, liabilities,
receipts and disbursements of the Corporation in the books belonging to the
Corporation and shall deposit all monies, securities and other valuable effects in
the name and to the credit of the Corporation in such chartered bank or trust
company, or, in the case of securities, in such registered dealer in securities as
may be designated by the board of directors from time to time. He/she shall
disburse the funds of the Corporation as may be directed by proper authority
taking proper vouchers for such disbursements, and shall render to the president
and directors at the regular meeting of the board of directors, or whenever they
may require it, an accounting of all the transactions and a statement of the
financial position, of the Corporation. He/she shall also perform such other
duties as may from time to time be directed by the board of directors.
40.
The secretary may be empowered by the board of directors, upon
resolution of the board of directors, to carry on the affairs of the Corporation
generally under the supervision of the officers thereof and shall attend all
meetings and act as clerk thereof and record all votes and minutes of all
proceedings in the books to be kept for that purpose. He/she shall give or cause
to be given notice of all meetings of the members and of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he/she shall be. He/she shall be
custodian of the seal of the Corporation, which he/she shall deliver only when
authorized by a resolution of the board of directors to do so and to such person
or persons as may be named in the resolution.
41 .
The duties of all other officers of the Corporation shall be such as
the terms of their engagement call for or the board of directors requires of them.

COMMITTEES

42.
The board of directors may appoint committees whose members
will hold office at the will of the board of directors, and may specify their
remuneration , if any, and duties. The committees may hold their meetings at the
head office or such place or places as the Chairperson may from time to time
determine.

EXECUTION OF DOCUMENTS

43.
Contracts, documents or any instruments in writing requ iring the
signature of the Corporation, shall be signed by any two officers and all
contracts, documents and instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality. The directors shall
have power from time to time by resolution to appoint an officer or officers on
behalf of the Corporation to sign specific contracts, documents and instruments
in writing. The directors may give the Corporation's power of attorney to any
registered dealer in securities for the purposes of the transferring of and dealing
with any stocks, bonds, and other securities of the Corporation. The seal of the
Corporation when required may be affixed to contracts, documents and

instruments in writing signed as aforesaid or by any officer or officers appointed


by resolution of the board of directors.

MINUTES OF BOARD OF DIRECTORS

44.
The minutes of the board of directors (or the minutes of the
executive comm ittee) shall not be available to the general membership of the
Corporation but shall be available to the board of directors, each of whom shall
receive a copy of such minutes.

FINANCIAL YEAR

45.
Unless otherwise ordered by the board of directors, the financial
year-end of the Corporation shall be the last day of December in each year.

AMENDMENT OF BY-LAWS

46.
The by-laws of the Corporation not embodied in the letters patent
may be repealed or amended by by-law enacted by a majority of the directors at
a meeting of the board of directors and sanctioned by an affirmative vote of at
least two-thirds of the members at a meeting duly called for the purpose of
considering the said by-law, provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of
Industry has been obtained.

AUDITORS

47.
The members shall at each annual meeting appoint an auditor to
audit the accounts of the Corporation for report to the members at the next
annual meeting. The auditor shall hold office until the next annual meeting
provided that the directors may fill any casual vacancy in the office of auditor.
The remuneration of the auditor shall be fixed by the board of directors.
48.
No person who is a director, officer or employee of the Corporation
may be appointed the auditor without the consent of all the members of the
Corporation.

BOOKS AND RECORDS

49.
The directors shall see that all necessary books and records of the
Corporation requ ired by the by-laws of the Corporation or by any applicable
statute or law are regularly and properly kept.

. 9.

RULES AND REGULATIONS

50.
The board of directors may prescribe such rules and regulations
not inconsistent with these by-laws relating to the management and operation of
the Corporation as they deem expedient, provided that such ru les and
regulations shall have force and effect only until the next annual meeting of the
members of the Corporation when they shall be confirmed, and failing such
confirmation at such annual meeting of members shall at and from time to time
cease to have any force and effect.

INTERPRETATION

51 .
In these by-laws and in all other by-laws of the Corporation
hereafter passed unless the context otherwise requires, words importing the
singular shall include the plural, and vice versa, and references to persons shall
include firms and Corporations.

OPERATIONS WITHOUT PECUNIARY GAIN

52.
The Corporation is to carry on its operations without pecuniary gain
to its members and any profits or other accretions to the Corporation are to be
used in promoting its objects.

THE FOREGOING BY-LAWS are the By-laws of the Corporation,


effective as of the 24th day of December 2002, and they remain in effect, without
amendment, as of the date of the signatures of the undersigned.

-}7L

r r

DATED at Toronto, the _r_ day of _~-=~"""'~""'--""""""''-=-1----' 2003

Name: J<e~~ e.tt.


Title: Director

II/ e.><.CI.~ e/'

Name:
Title: Director

[B.51851 O:\Cllent Flles\w-z\Walrus Foundation\BY-LAW-N01-FNDATION.3{Certified}.doc

-:fGV\~t So\!>.u-j

AUTHORIZATION

TO:

CANADA CUSTOMS AND REVENUE AGENCY


CHARITIES DIRECTORATE

RE.:

THE WALRUS FOUNDATION (the Organization)


APPLICATION FOR CHARITABLE REGISTRATION

The undersigned, being the signing authorities of the Organization, hereby


authorize the Charities Directorate of Canada Customs and Revenue Agency to
discuss or disclose the contents of the Organization's application for charitable
registration with the solicitors of the Organization , lier Campbell, or whomever
lier Campbell so designates.
And this shall be your good and sufficient authority for so doing.
DATED this Z 3

day of January, 2003.

THE WALRUS FOUNDATION

Per:

N'alTle:
Title:

Director

Per:

...s

Name:

Title:
(B.5185) O:\Cllent Flles\w-z\Walrus Foundalion\AUTHORIZATION-CCRA.doc

Director