There being no further nominations, the Chairperson declared nominations closed and directed the
Secretary to cast a single ballot for the election of those nominated. Such ballot having been cast, the Chairperson then
declared each of those nominated to be duly elected a director of the Association, each to hold office until his/her
successor is elected or appointed, subject to the provisions of the Canada Not-for-profit Corporations Act and of the
APPROVAL OF PRIOR ACTS
The Chairperson noted that, if thought appropriate, it would be in order to approve certain of the
activities of the directors and officers and matters regarding the operations and affairs of the Association. On motion duly
made, seconded and carried, the following resolution was passed:
BE IT RESOLVED THAT all acts, contracts, by-laws, resolutions, proceedings, appointments,
(the foregoing resolution being referred to as the “Rectifying Resolution”).
APPROVAL OF FINANCIAL STATEMENTS
WHEREAS the members have been presented with a copy of the financial statements of the Association for its financial
year ended June 30, 2017, and have had the opportunity to provide comments and questions in respect of such statements
or relating to the duties of the accountant acting as independent accountant for the Association that have not been
adequately answered by the board of directors or accountant of the Association;
BE IT RESOLVED THAT
1. The unaudited financial statements of the Association for its financial year ended June 30, 2017, be and they are
hereby approved and adopted.
2. The members hereby renounce all rights they might have by reason of the failure of the board of directors of the
Association to present such financial statements to the undersigned within the time period required by the Canada
Not-for-profit Corporations Act or otherwise pursuant to applicable law and absolve the board of directors and the
Association and each of them from any liability with respect to such failure,
(the foregoing resolutions being collectively referred to as the “Financial Statements Resolution”).
PURCHASE OF ASSETS OF NATIONAL EXEMPT MARKET ASSOCIATION
The Chairperson stated that the meeting had also been called for the purpose of considering and if thought fit passing a
special resolution authorizing the purchase by the Association of substantially all of the assets of National Exempt
Market Association (“NEMA”).
After discussions, on motion duly made, seconded and carried, the following resolutions were passed:
WHEREAS the board of directors has considered that it is in the best interests of the Association to purchase
substantially all of the assets of National Exempt Market Association (the “Transaction”) pursuant to an asset purchase
agreement (the “Asset Purchase Agreement”) the form of which having been reviewed by the board of directors;
BE IT RESOLVED THAT:
1. The purchase by the Association of substantially all of the assets of NEMA is hereby authorized and approved.