Charter

To the Minister of Consumer and Corporate Affairs of Canada

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:

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 province thereof or so nearly resembles the same as to be calculated to deceive.

The applicants are individuals of the full age of twenty-one years with power under law to contract. The name, the place of residence and the calling of each of the applicants are as follows:

The said MICHAEL I. JEFFERY, DONALD R. YEOMANS, JEAN-FRAN OIS GOSSELIN, ROGER LABELLE and GHISLAINE RICHARD will be the first directors of the Corporation.

The objects of the Corporation are:

(a) to engage in research and study of matters of concern and interest to the members and staff of administrative boards, commissions and tribunals in Canada, and to such persons as may participate or be interested in proceedings before them;

(b) to provide an opportunity for meetings, conferences, discussions and other exchanges of information of common problems and issues, so as to break down the isolation between and improve the education of members and staffs of boards, commissions and tribunals across Canada and of such persons as may participate or be interested in proceedings before them;

(c) to receive and maintain a fund or funds and apply, accumulate or distribute from time to time all or part thereof and/or the income therefrom to any or all purposes which, in the judgment of the Directors of the Corporation, will further improve communications, education and understanding among members and staffs of boards, commissions and tribunals across Canada and of such persons as may participate or be interested in proceedings before them;

(d) to do all such other things as are incidental or conducive to the attainment of such objects, and in particular:

(i) to acquire, accept, solicit or receive, by purchase, lease, contract, donation, legacy, gift, grant, bequest or otherwise, any monies, real or personal property, or services, either as an annual or other contribution or as an addition to the fund or funds of the Corporation, and to enter into and carry out agreements, contracts and undertakings incidental thereto; and

(ii) to hold, manage sell or convert any of the real or personal property from time to time owned by the corporation, and to invest or reinvest any principal in investments authorized by law for the investment of trust funds, provided, however, that it shall not be lawful for the corporation to transact or undertake, directly or indirectly, any business within the meaning of The Loan and Trust Corporations Act.

The operations of the Corporation may be carried on throughout Canada and elsewhere.

The place within Canada where the head office of the Corporation is to be situated is in the Regional

Municipality of Ottawa-Carleton, in the Province of Ontario.

It is specially provided that in the event of dissolution or winding-up of the Corporation all its remaining assets after payment of its liabilities shall be distributed to one or more organizations in Canada having cognate or similar objects.

In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the members duly called for considering the by-law, the directors of the Corporation may from time to item:

(a) Borrow money upon the credit of the Corporation;

(b) Limit or increase the amount to be borrowed;

(c) Issue debentures or other securities of the Corporation;

(d) Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and,

(e) Secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

The by-laws of the Corporation shall be those filed with the application for Letters Patent until repealed, amended, altered or added to.

The Corporation is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Corporation are to be used in promoting its objects.

DATED at the City of Ottawa, in the Province of Ontario, this 11th day of December 1986.

MICHAEL I. JEFFERY

DONALD R. YEOMANS

JEAN-FRAN OIS GOSSELIN

ROGER LABELLE

GHISLAINE RICHARD