3. Rateable Non-Profit Corporations

Proposed ADJUSTMENT to the SUSTAINABLE DEVELOPMENT CORPORATION Charter Indigene Community / Communauté Indigène subsidiary without Share Capital PROPOSAL for adjustment under PART II OF THE CANADA CORPORATIONS ACT

PREAMBLE TO CREATION OF RATEABLE ECONOMIC GOVERNANCE THROUGH THE ‘MEME' ('memory') originally 'Ratio’:   DRAFT

‘Indigene’ (Latin = ‘generated from within’ or ‘self-generating’)

'Community' (Latin = 'com' = 'together' + 'munus' = 'gift or service')

Indigene Community Corporation www.indigenecommunity.info

‘Share Capital’ in legal terms refers to portions of corporate assets or property purchased most often in exclusive exchange for money and infrequently as informal exchange for other market negotiables. Share valuation and dividend of profits motivate pecuniary dominance of corporate function and community life in decision-making as well as in flows of community energy, resources and wealth.

Legislated monetary-only ‘Share-Capital’ accounting provisions lead to pecuniary dominance, accounting or governance blindness for multi-stakeholder human and natural asset contributions.  Without legal accounting tools, humanity isn’t enabled to valorize natural or human capital. Account blindness results in people, life and ecological abuses suffered over 1000’s of years.  Adequate money-currency to fulfill life purposes is a privilege for a small portion of the population and disengages the greater part of the earth’s human population from economic participation. Thus, we all negatively view human collective capacities.  Very little legal distinction is made between essential goods or services and resource consumptive-luxuries. Cooperative and Non-profit law has developed largely in negative reaction rather than inter-creative pro-action of community economic tools.

As original precepts, financial terms are positive guides to human organisation of economy and society.  See below a list of positive word etymologies and definitions.  Human actions and the words which describe them are made with the best of intentions for livelihood functions.  Negative or sarcastic base-words are a very small part of the human language lexicon. As society and law negates rather than re-equilibrates these once positive essential, albeit perverted word components for operation of functional economies, so we disable citizen ability to create or sustain livelihood.  Non-share corporations non-profits and cooperatives are left incapable without functional organisational structures and accounting tools, to recognise, hence include, motivate and empower member strengths or contributions, leaving them continually dependent upon handouts from for-profit corporations, government, better funded institutions and frequently illicit crime. 

Rather than organising and benefitting from innate ‘self-generating’ resources by their members in each place, non-profits become epitomes of ‘exogeny’ (L. = ‘other-generated’) monetary dependent-addiction. Economic problems don’t start with words but a dearth of cultural checks and balances in which words operate. Law profession social-economic gate-keepers and legislators dance economically in fear of words, abandoning  responsibility to make sense of language or jurisprudence. Law books inattentive to word-origins develop non-sense word ‘jargon’ contradictions and incomprehensible complicated sentence structures in the process of trying to avoid certain word combinations.  Professionally they reinforce barriers to citizen understanding.

Indigene Community Corporation ICC honours humanity’s universal worldwide ‘indigenous’ holistic cultural heritage origins pre-dating both monetary capitalism and socialism.  ICC honours social reservations, be they re-active or precipitously negative, but for the sake of sustainable human livelihood, provides pro-active legal participatory whole-system’s collective ‘incorporation’ for the creation and distribution of essential services.  Through indigenous knowledge and practice, ICC honours original meanings for these ancient words, yet gives them meaningful appropriate structure for today’s economy and society.

Human language perversion begins with centralization of power and dominance of some-over-others or one-over-many.  Abused become abusers. ‘Exogeny’ has multiple origins including cutting of productive indigenous 3-dimensional polyculture orchards and the parallel perversion of 3-D human social or economic structures.  ‘Person Hour Community Service, Energy and Wisdom Recognition’ referred to as ‘MEME' (Ratio), represent Founder, Worker, Supplier and Consumer members contributions of assets, property, expertise, labour, resources, goods, services, money and patronage.  Participants are recognised for livelihood contributions as MEME and included in Association and Corporate decision-making grouped together in Associations with other similar stakeholders.  Profit is treated in the cooperative tradition as Operation surpluses for furthering the purposes of the corporation.  Members receive only market rates of salary or interest for their MEME contributions.

The following are key definitions for common financial terms with comparisons between the terms as used in:

APPLICATION FOR INCORPORATION OF A CORPORATION WITHOUT SHARE CAPITAL

UNDER PART II OF THE CANADA CORPORATIONS ACT

To the Minister of Consumer and Corporate Affairs of Canada,

1

The undersigned hereby apply to the Minister of Consumer and Corporate Affairs 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:

SUSTAINABLE DEVELOPMENT CORPORATION (SDC) INDIGENE COMMUNITY subsidiary

CORPORATION DU DEVELOPPEMENT DURABLE, (CDD), division COMMUNAUTÉ INDIGÈNE

‘Indigene’ (Latin = ‘generated from within’ or ‘self-generating’)

'Community' (Latin = 'com' = 'together'  + 'munus' = 'gift or service')

Indigene Community Corporation www.indigenecommunity.info

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 is incorporated under the laws of Canada or any other 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, the address and the occupation of each of the applicants are as follows:  DRAFT

III

The objects of the corporation are:

To organise individuals, families and business in participatory multihome cohousing domestic economies of mutual-aid for livelihood generation of essential services in Canada and around the world using indigenous (innate) resources.  Each member is recognised for their complementary contributions of time, human and physical resources, expertise, labour, goods, services, patronage and money (as an expression of the former), to a relational economy among diverse stakeholders.

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 located is:  Montreal, Quebec.

VI

It is especially provided that in the event of the dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed rateably with memory as to contributions amongst the members.  In order to calculate rateable value for members in its four stakeholder Associations (Founder, Worker, Supplier and Consumer), the corporation keeps an operations ‘Contribution & Dissolution Account’ CDA of individual, family, association for contributions of:  expertise, labour, resources, goods, services, money and patronage evaluated through the common denominator of a Person-Hour Meme representing essential community-service, energy and wisdom recognition values generally called a “Meme".  The Meme is typically gauged to the minimum wage of each provincial jurisdiction adjusted by the corporation as a living wage rate for basic entry level jobs without complex interactions.  Individual and corporate stakeholder member contributions are contracted at competitive market rates for each job description, skill-set and tool-based milieu.

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

Through human resource time-based accounting, the corporation asserts and enables its member strengths of human interaction to carry on its operations without ‘pecuniary’ (‘money or crown-dependent values’) predominant gain to its members and any profits or other accretions to the corporation are to be used in promoting its objects of providing essential service livelihood and ecological lifestyle.

DATED at the city of Montreal in the province of Quebec, this 10th day of March, 2011.

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Signature of applicants

 ICC – CCI

SUSTAINABLE DEVELOPMENT CORPORATION (SDC), INDIGENE COMMUNITY subsidiary

CORPORATION du DÉVELOPPEMENT DURABLE (CDD), division de la COMMUNAUTÉ INDIGÈNE

BYLAWS (Règlement de régie interne)

1. CORPORATE SEAL

1.1  The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

1. OBJECTS OF THE CORPORATION

2.1  The Main Object of the corporation are to organise ‘indigenous’ (Latin = ‘self-generating’) inclusive mutual-aid ‘community’ (L. = ‘com’ = ‘together’ + ‘munus’ = ‘gift or service’) domestic essential service ‘economy’ (Greek = ‘oikos’ = ‘home’ + ‘namein’ = ‘to manage’ derived from ‘manus’ = ‘hand’ = ‘care and nurture’) with livelihood generation through participatory multihome (apartment and townhouse) cohousing for individuals and families in Canada and the world.  Our goal of community livelihood includes animating member human resources in acts towards providing and consuming essential services and including food, shelter, clothing, warmth and health needs.  See also article 2.2.6  below.

2.2  In order to achieve the Main Object, the corporation may choose to any of the following, alone or in cooperation with any other public or private agency, subject to the decisions taken by the board of directors.

2.2.1      Buy, sell, lease, build, develop or manage ecological multihome condominium style buildings for individual or family ownership plus domestic-compatible business spaces serving building residents and peoples of the surrounding communities.

2.2.2      Develop and manage online community websites for Human Resource Catalogues HRC whereby building residents and surrounding peoples will place descriptions, pictures and/or videos of their gifts and services so that local people may interactively exchange these livelihood items together.

2.2.3      Develop and manage an online website as in article 2.2.2 for a Community Contribution and Exchange System CCES whereby in keeping with article VI on Contribution and Dissolution Account.

2.2.4      A Common-Area Management Corporation CAMC within each building will typically manage, maintain or coordinate essential building facilities and infrastructure such as roof, exterior walls, corridors, stairwells, foundation and surrounding property landscape through whole systems living design, which may include: passive solar heating and lighting, wind capture on building shear surfaces, green roof-top gardens, precipitation (rain and snow) collection from roof-tops, gray-water recycling, green tree and plant humidification of common spaces, bio-digestion of human feces or urine and growing food from trees and gardens, composting of organic material etc.

2.2.5      The CAMC will contract with specialist community member services and contractors to provide a range of interactive services accounted for through the HRC and CCES (article 2.2.3) such as dining hall-kitchen-restaurants, bicycle repair, computer experts, clothing repair or making, furniture or appliance repair, in-building child/handicapped/elder valorization and care.  Indigene Community Corporation is an Asset-Based-Community-Development-Economy ABCDE corporation valorising the diverse gifts and services of everyone simultaneously as we serve needs.  ICC organises to valorize the gifts and services of each person young, medium, old or differentially capable.  Every person has strengths, gifts and needs and every person needs to be valorized or celebrated for their gifts.

2.2.6      The Sustainable Development Corporation, Indigene Community subsidiary may fund research projects, make donations, organise conferences or public events, create, maintain and sell information data banks, seek funding, donations or endorsements from any public agency, corporation, or individuals for the Main Objective of providing livelihood essential services.   SDC animation of livelihood may include transport, communications, investment, building and all other acts with the goal of providing essential human services.  SDC bases our methods upon universal worldwide indigenous economic traditions based in connected multihome living (eg. Longhouse apartment-like and Pueblo townhouse-like buildings with distinction for individual and family privacy and self-determination) and inclusive human resource time-based accounting practices (eg. String-shell accounting used in Production Societies or Guilds).  Accounting is an essential form of social-economic recognition in society.

1. HEAD OFFICE

3.1  The Head Office of the corporation shall be in the City of LaSalle, Montreal, province of Quebec.

1. CONDITIONS OF MEMBERSHIP

4.1  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 and delegated representatives.

4.2  As ICC welcomes, organises and supports community members in each and all of their specific roles as well as the full economic livelihood cycle:   A. creating facilities, B. operating facilities, C. supplying and D. consuming essential goods and services.  These four complementary facets represent the full economic cycle.

4.3  There are four main categories of membership or stakeholders including:  A. Founders who contribute labour, expertise, resources, financing, property, facilities, etc in the creation of essential community livelihood services recognised by the Person-Hour Ratio through a Founder / Fund Association.  Senior members of Worker, Supplier and Consumer Associations with MEME exceeding proportional limits, may also re-contribute their surplus MEME to the Founder / Fund Association.  B. Workers who contribute a portion of their compensation package for labour, expertise or resources recognised by MEME through a Worker Association.  C. Suppliers who contribute a portion of their goods and services such as best prices recognised by MEME.  Suppliers are those who provide their services from locations outside of the property of the corporation.  D. Consumers who contribute through recognition for their patronage and word-of-mouth advertising towards.  Consumer contributions are recognised through Frequent Buyer programs in Point-of-sale Systems.

4.4  Members may be individuals, corporations, sponsors or honorary with their right to vote practiced in each stakeholder Association tied to their MEME certificates or records of contribution.

1. FOUR (4) STAKEHOLDER ASSOCIATIONS

5.1  Each corporate stakeholder Association and its three (3) directors represent its members special and sovereign interests.  Members of one Association depending upon the roles they play may as well be members of other Associations so that one member may be a member of as few as one or many as four Associations.

5.2  FOUNDER / FUND.  Those initiators, founders, entrepreneurs who have contributed major (significant parts of a year) portions of labour, expertise, resources, materials, organisation, goods, services, money etc. in the creation of organisation and facilities.  These initiators may contribute at any part of the lifetime of the corporation or its associations in the founding or arrangement of new livelihood capacities.

5.3  WORKER (Employee).  Workers are expected to contribute part of their salaries or compensations to participatory ownership MEME values as community service, energy and wisdom.

5.4  SUPPLIER.  Those providers of essential goods and services to the Associations, Corporation and through these facilities to members

5.5  CONSUMER:  Those who receive essential goods and services by mediation of Association and Corporation facilities or organisation.

1. BOARD OF DIRECTORS

6.1  The property and business of the corporation shall be managed by a board of twelve (12) directors being three (3) elected from each stakeholder Founder/Fund, Worker, Supplier & Consumer) Association of whom seventy-five percent 75% of all Person-hour community-service, energy and wisdom recognition MEME (Ratio) value referred to as MEME from all Associations constitute a quorum.  Directors must be individuals, 18 years of age with power under law to contract.

6.2  A director’s term of office shall be two (2) years.

6.3  Directors shall be elected by member held MEME values delegated to them by members in a non-competitive proportional representation of member community service, energy and wisdom.

6.4  Directors vote with their delegated MEME values on Association and Corporate Boards as well as the Corporate Executive Committee.

6.5  An office of Association and Corporate Director shall be automatically vacated upon: A. Resignation by the director, B. if he or she is found to be of unsound mind, C. If at an Association Members’ Special General Meeting, a resolution passed by 90% of members present at the meeting, that he or she be removed from office, D. on death.  Provided that if such vacancies shall occur, the Association Boards may by appointment temporarily fill the vacancy until a Special General Meeting delegates new directors.

6.6  The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time.

6.7  Market rates of remuneration shall be negotiated for all officers, agents, employees and committee members including contributions of expertise, labour, resources, goods, services, money and patronage shall be negotiated or fixed by the board of directors or an officer appointed with this responsibility.

1. CORPORATION EXECUTIVE COMMITTEE

7.1 The Board of Directors will elect/choose by their delegated Person Hour Meme community service, energy and wisdom recognition MEME values a four director Executive Committee or officers including a President, Vice-President, Secretary and Treasurer for the corporation.  The Executive Committee will carry out the day to day business and policy functions of the corporation as mandated by the Corporate Board.

1. INDEMNITIES TO DIRECTORS, EXECUTIVE COMMITTEE AND OTHERS

8.1  Every director or 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 and estate and effects, respectively, shall 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 which is brought, commenced or prosecuted against him or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability.

b)    All other costs, charges and expenses which he sustains or incurs in or about in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

1. POWER OF DIRECTORS

9.1  The directors of the corporation may administer the affairs of the corporation all things and make or cause to be made for the corporation, in its name any kind of contract, which the corporation may enter into and save as hereinafter provided, generally may exercise as 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.

9.2  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.

9.3  The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.

1. OFFICERS

10.1                 The three (3) Association directors form an Association board among themselves according to delegated MEME value votes including President, Treasurer and Secretary Officers.  These Association officers are as well Corporation directors who will by MEME delegation choose four (4) Corporate Executive Committee Officers.

10.2                 The four (4) officers of the corporation or Executive Committee shall be a President, Vice-president, Secretary and Treasurer and any such other officers as the board of directors may by by-law determine.

10.3                 The Executive Committee officers of the corporation are delegated MEME values by directors who in-turn hold these mandates from member MEME.  Each term of office shall be for two (2) years or until their successors are elected / delegated in their stead.  Officers shall be subject to removal from office by resolution of the board of directors at any time if corporation bylaws, municipal, provincial or Canadian laws are violated.  Officers shall be subject to removal from office by a petition of members.

1. DUTIES OF ASSOCIATION AND CORPORATE OFFICERS

11.1                 These Officer duties describe responsibilities relative to each Association board as well as to the Corporation board which has includes a Vice-President.

11.2                 A President shall be chief executive officer of each Association as well as one for the corporation.  A President shall preside at all meetings of the association / corporation and of the board of directors.  He or she shall oversee the general and active management of the affairs of the association / corporation.  He or she shall see that all orders and resolutions of the board of directors are carried into effect.

11.3                 The Corporate 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 or her by the President or the board of directors.

11.4                 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 in such chartered bank, credit union or trust company, or in the case of securities, in such registered dealer in securities, in such registered dealer in securities as may be designated by the board of directors from time to time.  He 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 shall also perform such other duties as may from time-to-time be directed by the board of directors.

11.5                 The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as a clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose.  He 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 shall be.  He shall be custodian of the seal of the corporation, which he 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.

11.6                 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.

1. EXECUTION OF DOCUMENTS

12.1                 Contracts, documents or any instruments in writing requiring 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 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 purpose 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.

1. MEETINGS

13.1                 The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint.  The members may resolve that a particular meeting of members be held outside Canada.

13.2                 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-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 on written requisition of members not less than 25% of the voting rights.  ??? members present in person at a meeting will constitute a quorum.

13.3                 Notice shall be given through published newsletter or with fourteen (14) days’ written notice to each voting member of any annual or special general meeting of members.  Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.  Notice of each meeting of members must remind the member that he has the right to vote by proxy.

Each voting member present at a meeting shall have the right to exercise the votes held in his or her MEME portfolio.  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 must be a member of the corporation.

A resolution in writing, signed by all the members entitled to vote on that resolution at a meeting of members, is as valid as if it had been passed at a meeting of members.

13.4                 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 proceeding 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 thereat.  For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his or her last address recorded on the books of the corporation.

1. MINUTES OF THE BOARD OF DIRECTORS

14.1                 The minutes of the board of directors 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.

1. VOTING OF MEMBERS

15.1                 At all meetings of members of the corporation, every question shall be determined by majority of votes unless otherwise specifically provided by statute or by these by-laws.

1. FINANCIAL YEAR

16.1                 Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation shall be ???

1. COMMITTEES

17.1                 The board of directors may appoint committees whose members will hold their office at the will of the board of directors.  The directors shall determine the duties of such committees and may fix any remuneration to be paid.

1. AMENDMENT OF BY-LAWS

18.1 The by-laws of the corporation not embodied in the   letters patent may be repealed or amended by by-law enacted by a sixty percent (60%) MEME majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3rds) of the member MEME at a meeting duly called for the purpose of considering the said by-law.

18.2 The by-laws of the corporation embodied in the letters patent may be repealed or amended by by-law enacted by a sixty percent (60%) MEME majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3rds) of the member MEME at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.