Notice of Special General Meeting of Members

Regarding Approval of Amalgamation

Event Details

Pursuant to the Canadian Seed Growers’ Association By-law 5:02, the Executive Committee of the Association is convening a Special General Meeting of the members of the Association to take place from 11:00 AM – 1:00 PM ET on August 27, 2020.

As permitted in accordance with CSGA By-law 5.10, the meeting will be conducted entirely via video and teleconference.

Background

Pursuant to By-law 5:08, an amalgamation motion was lodged by the Board of Directors of the CSGA with the Executive Director on May 14, 2020.

The motion lodged with the Executive Director on May 14th, 2020 is as follows:

WHEREAS pursuant to Section 204 of the Canada Not-for-profit Corporations Act (“CNCA”) two or more corporations may amalgamate and continue as one corporation;

and

WHEREAS it is considered to be in the best interests of the Corporation and its members that Canadian Seed Growers’ Association / Association canadienne des producteurs de semences (“CSGA”), Canadian Plant Technology Agency Inc. (“CPTA”), Commercial Seed Analysts Association of Canada Inc. (“CSAAC”), Canadian Seed Trade Association /L’Association Canadienne du Commerce Des Semences (“CSTA”) and Canadian Seed Institute / Institut canadien des semences (“CSI”) (collectively, the “Amalgamating Corporations”) amalgamate under the CNCA.

NOW THEREFORE BE IT RESOLVED THAT:

1. 1. The amalgamation of the Corporation as one of the Amalgamating Corporations as provided for in the amalgamation agreement dated as of May 21, 2020 (the “Amalgamation Agreement”) between the Amalgamating Corporations is authorized and approved.
   2. The Amalgamation Agreement, including the Articles of Amalgamation and the General By-law which form part thereof, is hereby approved and authorized substantially in the form presented to the directors of the Corporation at this meeting, subject to approval at a meeting of the members of the Corporation in accordance with the Corporation’s by-laws and the provisions of Section 206 of the CNCA.
   3. The Business Plan titled The Next Generation Seed Organization: Seeds Canada is hereby approved and authorized substantially in the form presented to the directors of the Corporation at this meeting.
   4. A meeting of members of the Corporation (the “Meeting of Members”) be convened, for the following purposes:
      
      a. to consider and, if thought appropriate, to pass, with or without variation, a special resolution to approve the Amalgamation Agreement, including the Articles of Amalgamation and the General By-law which form part thereof; and

      b. to transact such further and other business as may properly come before the Meeting of Members or any adjournment or adjournments thereof.

   5. The notice of Meeting of Members include the ratification documents presented to the directors of the Corporation at this meeting, including the proposed special resolution of members.
   6. The Executive Director of the Corporation is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in his opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

Purpose of the Meeting

The purpose of the Meeting is to consider and to hold a vote on the following special resolution to approve the Amalgamation Agreement, including the Articles of Amalgamation and the General By-law which form part thereof. The Special Resolution is as follows:

Special Resolution of the Members of the Canadian Seed Growers’ Association

AMALGAMATION

WHEREAS pursuant to Section 204 of the Canada Not-for-profit Corporations Act (“CNCA”) two or more corporations may amalgamate and continue as one corporation;

AND WHEREAS it is considered to be in the best interests of the Corporation and its members that Canadian Plant Technology Agency Inc. (“CPTA”), Commercial Seed Analysts Association of Canada Inc. (“CSAAC”), Canadian Seed Trade Association/L’Association Canadienne du Commerce Des Semences (“CSTA”), Canadian Seed Institute/Institut canadien des semences (“CSI”) and Canadian Seed Growers’ Association / Association canadienne des producteurs de semences (“CSGA”) (collectively, the “Amalgamating Corporations”) amalgamate under the CNCA.

NOW THEREFORE BE IT RESOLVED THAT:

1. in accordance with the Corporation’s by-laws and the provisions of Section 206 of the CNCA, the amalgamation of the Corporation as one of the Amalgamating Corporations on substantially the terms set out in the Amalgamation Agreement including the Articles of Amalgamation and the General By-law which form part thereof, submitted to the meeting is authorized and approved;
2. the Amalgamation Agreement dated as of May 21, 2020 between the Amalgamating Corporations as it may be amended from time to time (the “Amalgamation Agreement”), the actions of the directors of the Corporation in approving the Amalgamation and the Amalgamation Agreement and the actions of the directors and officers of the Corporation in executing and delivering the Amalgamation Agreement and causing the performance by the Corporation of its obligations thereunder are hereby confirmed, ratified, authorized and approved;
3. notwithstanding that the Amalgamation Resolution has been passed (and the Amalgamation approved and agreed to by the members of the Corporation), the directors of the Corporation are hereby authorized and empowered without further approval of any members of the Corporation (i) to amend the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement, or (ii) not to proceed with the Amalgamation at any time prior to the Date of Amalgamation (as defined in the Amalgamation Agreement) in accordance with the provisions of the Amalgamation Agreement; and
4. any one director or officer of the Corporation is hereby authorized, empowered and instructed, acting for, in the name and on behalf of the Corporation, to execute or cause to be executed, under the seal of the Corporation or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

Availability of Background Information and Documents

The amalgamation ratification package can be accessed at seedgrowers.ca. Members of the Association will receive an information and voting package by regular mail ahead of the August 27, 2020 virtual meeting, including a unique control number for membership validation and access to a designated, online address to cast their vote. Online voting will begin on July 15, 2020 and will remain open throughout the meeting on August 27, 2020.

To help members get informed and prepare for the vote, CSGA will be sharing in the coming days, a pre-recorded webinar that provides an overview of the key elements of the amalgamation ratification package. Members are also encouraged to participate in an upcoming virtual Town Halls to ask questions and hear from fellow CSGA members. Invitations for these engagement opportunities will be shared with Members shortly.