THIS AMALGAMATION AGREEMENT (the Agreement ) made effective the 21st day of June, (the Effective Date ) - and -

Transcription

1 THIS AMALGAMATION AGREEMENT (the Agreement ) made effective the 21st day of June, (the Effective Date ) BETWEEN: UNITED CONSERVATIVE ASSOCIATION ("UCA") - and - OF THE FIRST PART WILDROSE POLITICAL ASSOCIATION ("Wildrose") - and - OF THE SECOND PART PROGRESSIVE CONSERVATIVE ASSOCIATION OF ALBERTA SOCIETY ("PCAAS") OF THE THIRD PART (Collectively the Parties ) WHEREAS: AMALGAMATION AGREEMENT A. The UCA, Wildrose, and PCAAS are registered societies pursuant to the Societies Act, RSA 2000, c S-14 (the Societies Act ). B. The Leaders of the Wildrose and Progressive Conservative Association of Alberta entered into an Agreement In Principle on May 18, 2017 that contemplated the creation of the UCA and the subsequent amalgamation of the UCA, Wildrose and PCAAS to form one united society (the Amalgamated Society ). The Amalgamated Society will serve as the foundation for a new conservative political party in Alberta. C. The Boards of Directors of the Wildrose, PCAAS, and UCA wish to amalgamate pursuant to Section 32 of the Societies Act, RSA 2000 c S-14 for the purpose of forming one society, the Amalgamated Society, and have agreed to amalgamate upon the terms and conditions set out in this Agreement.

2 - 2 - IN CONSIDERATION of the promises and of the mutual covenants and conditions hereinafter contained, the Parties agree as follows: 1. The Parties confirm and ratify the matters contained and referred to in the preamble and the various schedules to this Agreement and agree that same are expressly incorporated into and form part of this Agreement. 2. The Schedules to this Agreement are as follows: (i) (ii) Schedule A Bylaws of the Amalgamated Society; and Schedule B Agreement in principle on the establishment of the United Conservative Party dated May 18, UCA, Wildrose and PCAAS agree to amalgamate pursuant to the Act and continue as one society from and after the Effective Date subject to the terms, conditions, and provisions contained herein and upon satisfactory fulfilment of all requirements stipulated under the Societies Act, including the issuance of a Certificate of Amalgamation by the Registrar. 4. The name of the Amalgamated Society shall be the United Conservative Association. 5. The Objects of the Amalgamated Society are as follows: The operation of the Association shall be carried on without purpose of gain or profit for its Members and the objects of the Association are: (i) (ii) To build and maintain a political party that forms the Government of Alberta and advances such principles and policies as may be approved by the Members; and Do all such other acts and things as are incidental or conclusive to the attainment of the aforementioned objects. 6. The address of the registered office of the amalgamated Society is as follows:: # Stony Plain Road Edmonton, AB T5N 3Y4 7. The names and corporate access numbers of the amalgamating societies are as follows: Name Corporate Access Number United Conservative Association Wildrose Political Association Progressive Conservative Association of Alberta Society

3 The name and address of the proposed directors of the Amalgamated Society are as follows: Name Leonard Thom Bridget Hennigar Sonia Kont Richard McIver Devinderjit S. Purewal Tyler Shandro Address Avenue NW, Edmonton AB T6A 0E Range Road 50, County of Grande Prairie No. 1 AB T8X 4M6 97 Tuscany Springs Gardens NW, Calgary AB T3L 2R4 42 Oakmount Court SW, Calgary AB T2V 5B9 # Avenue NW, Edmonton AB T6E 5X9 # Avenue SW, Calgary AB T2R 0C5 Wendy Adam Gordon Allan Elliott Assaf Ed Ammar Leah Denise Wood Brandon Swertz 47 Tuscany Estates Point NW, Calgary AB T3L 0C Street NW, Edmonton AB T5Z 2N4 Box 6361, Drayton Valley AB T7A 1R Avenue NW, Calgary AB T2M 2L3 Kelly Olson 9. The Bylaws of the Amalgamated Society is attached hereto as Schedule A and shall be the bylaws of the Amalgamated Society until amended or repealed. 10. The directors of each of the UCA, Wildrose and PCAAS shall submit this Agreement for approval to a meeting of the members of each amalgamating society in compliance with the Societies Act. 11. Upon the issuance of a Certificate of Amalgamation: (a) The amalgamation of the UCA, Wildrose and PCAAS and their continuance as one (1) society shall be effective; (b) (c) The property of each of the UCA, Wildrose and PCAAS shall continue to be the property of the Amalgamated Society; The Amalgamated Society shall continue to be liable and shall be liable for all debts and obligations of each of the UCA, Wildrose and PCAAS;

4 - 4 - (d) (e) (f) (g) Civil, criminal or administrative actions or proceedings pending by or against UCA, Wildrose, or PCAAS may continue to be prosecuted by or against the Amalgamated Society; A conviction against, or a ruling, order or judgment in favour of or against the UCA, Wildrose or PCAAS may be enforced by or against the Amalgamated Society; The certificate of amalgamation is deemed to be the certificate of incorporation of the Amalgamated Society; and The Amalgamated Society shall continue to account for the funds and assets of the UCA, Wildrose and PCAAS separately in accordance with the requirements of the Elections Finance Contribution and Disclosure Act, RSA 2000, c E-2 as amended from time to time. 12. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter herein and that there exists no other conditions, representations or promises of any kind except as specifically set out herein. 13. The parties hereto and each of them agree that they will cause to be executed all such documents and assurances as may be required and shall cause such documents to be filed with the Registrar as may be required to give full force and effect to the true intent and meaning of this Agreement. IN WITNESS WHEREOF the parties have hereunto affixed their hands and seals as of the day and year first above written. UNITED CONSERVATIVE ASSOCIATION Jason Nixon Ric McIver WILDROSE POLITICAL ASSOCIATION Jeff Callaway

5 - 5 - PROGRESSIVE CONSERVATIVE ASSOCIATION OF ALBERTA SOCIETY Leonard Thom

6 SCHEDULE "A" Proposed Bylaws of the United Conservative Association upon issuance of the Certificate of Amalgamation

7 - 7 - SCHEDULE "B" Agreement in principle on the establishment of the United Conservative Party dated May 18, 2017