DRAFT MINUTES AND FORM OF RESOLUTIONS
OF THE ANNUAL GENERAL AND SPECIAL MEETING OF THE PRIVATE CAPITAL MARKETS
ASSOCIATION OF CANADA
MINUTES of a special meeting and annual meeting of the members of the PRIVATE CAPITAL
MARKETS ASSOCIATION OF CANADA (the “Association”) held at Toronto, Ontario, on the 17th day of January,
QUORUM OF MEMBERS
A quorum of members being present in person or by proxy, the meeting was declared to be duly
CHAIR AND SECRETARY
With the consent of the meeting, ____________ acted as Chair of the meeting and ____________
acted as Secretary of the meeting.
INCREASE IN THE MAXIMUM NUMBER OF DIRECTORS
The Chairperson stated that the meeting had been called for the purpose of considering and if thought fit passing a special
resolution authorizing an amendment to the Association’s Certificate of Continuance and Articles of Continuance dated
January 16, 2014, and to approve Articles of Amendment (the “Articles of Amendment”) to be filed under the Canada
Not-for-profit Corporations Act increasing the maximum number of permitted directors from twenty-five ( 25) to forty-five ( 45).
After discussions, on motion duly made, seconded and carried, the following special resolutions were passed:
WHEREAS Section 5 of the Association’s Articles of Continuance provide that the maximum number of directors of the
Association shall be twenty-five ( 25);
AND WHEREAS it is considered to be in the best interests of the Association to increase the maximum number of
directors of the Association to forty-five ( 45) by amending the Association’s Articles of Continuance.
BE IT RESOLVED THAT:
1. The board of directors of the Association be and is hereby authorized and directed to file the Articles of Amendment
with the Minister of Industry increasing the maximum number of permitted directors of the Association from
twenty-five ( 25) to forty-five ( 45).
2. Subject to issue by the Minister of Industry of the Articles of Amendment for the Association, the Association shall
have a minimum of three ( 3) and a maximum of forty-five ( 45) directors.
3. The Articles of Amendment of the Association, which have been submitted to this meeting, are hereby approved.
4. Any officer or director of the Association is authorized to take all such actions and execute and deliver all such
documentation, including the said Articles of Amendment, which are necessary or desirable for the implementation
of this resolution.
5. This resolution shall become effective when approved, sanctioned and confirmed by at least two-thirds of the
members of the Association at a meeting duly called for such purpose,
(the foregoing resolutions being collectively referred to as the “Articles of Amendment Resolution”).