Amalgamation Agreement 

Golden Farmers’ Market & Local Food Matters

THIS AGREEMENT (“Agreement”) dated for reference October 20th, 2023, is made BETWEEN: 

LOCAL FOOD MATTERS SOCIETY (“PARTY”), a nonprofit incorporated under the Societies Act in the Province of British Columbia, and 

GOLDEN FARMERS MARKET SOCIETY (“PARTY”), a nonprofit incorporated under the Societies Act in Province of British Columbia BC; collectively referred to as “the Parties”.

WHEREAS, Local Food Matters (LFM) is established for the purpose of stimulating a thriving and resilient local food system in Golden, BC and the surrounding area. LFM works to support local food producers, increase access to local food, and to educate and empower the community on issues of food security.

WHEREAS, Golden Farmers Market (GFM) is established for the purpose of supporting and promoting a sustainable and vibrant local agricultural industry by providing an outlet for the sale of locally-grown and locally- raised/processed products, and by educating the community about agricultural opportunities throughout Golden & Area. As well, GFM supports and encourages local entrepreneurship by providing an outlet for the sale of artisanal baking, foods, health and beauty, crafts and other fine art products.

WHEREAS, this Agreement has as its objective, the enhancement of the Golden Farmers Market by the transfer of governance and management of the Market to Local Food Matters. 

WHEREAS  The Parties agree that such a transfer yields benefits of shared resources, cost savings, as well as enhanced governance, management and fundraising capacity. 

WHEREAS, the missions of the Parties are complementary; 

THEREFORE, in consideration of the covenants and agreements, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1. AMALGAMATION 

Each of the Parties agrees to amalgamate under the provisions under the Act, with the Amalgamation to be effective on the filing of the amalgamation application with the British Columbia Registrar of Companies (the “Registrar”). In this Agreement, the expression “Amalgamated Society” shall mean the society continuing from the Amalgamation.

2. NAME 

The name of the Amalgamated Society shall be LOCAL FOOD MATTERS SOCIETY

3. AMALGAMATION APPLICATION AND BYLAWS 

3.1 The forms of the Constitution and of the Bylaws of the Amalgamated Society shall be in the forms set out in Schedule A and Schedule B to this Agreement respectively.

3.2 If this Agreement is adopted by each of the Amalgamating Societies as required by the Act, the Amalgamating Societies agree that they will file the amalgamation application with the Registrar and any one of them is authorized to make that filing. 

4. REGISTERED OFFICE 

The mailing and delivery addresses of the registered office of the Amalgamated Society shall be 2240 Holmes-Deakin Road, Golden BC V0A 1H1

5. DIRECTORS 

The full names and addresses of the first directors of the Amalgamated Society are: 

NAME

ADDRESS

DIRECTOR POSITION

Laura Baer - President

Rosanna Nicol - Treasurer

Laura Tassie - Secretary

Sabrina Capito - Director of Marketing
Karen Ann Temple-Beamish - Director at Large

Elizabeth Lavin - Director at Large

The first directors shall hold office until they cease to hold office as specified in the Act, or in the Bylaws of the Amalgamated Society. The directors shall carry on and continue in the operations of the Amalgamated Society in such manner as they shall determine, subject to and in accordance with the Bylaws of the Amalgamated Society and the Act.

 6. ADVISORY COMMITTEE

The Amalgamated Society will form a standing Farmers’ Market Advisory Committee (FMAC) consisting of market vendors,  community members,  a society director and the Executive Director of the Amalgamated Society.

The purpose of this committee is to provide guidance, strategic direction and oversight of Market Management.  The Terms of Reference for this Committee are attached to this Agreement in Schedule C.

7. MEMBERSHIPS

7.1 The membership in the Amalgamated Society shall be comprised of the following classes:

(a) Regular Members, 

(b) Vendor Members

7.2 The Bylaws prescribe how a person becomes a member of the Amalgamated Society and the rights and obligations of the members. 

8. FINANCIAL YEAR-END 

The financial year-end of the Amalgamated Society shall be October 30th, until changed by the directors of the Amalgamated Society. 

9. ASSETS AND LIABILITIES 

9.1 Upon the Amalgamation taking effect, the Amalgamated Society will have all the property, rights and interests and will be subject to all the debts, liabilities and obligations of the Amalgamating Societies without any further deeds, transfers or conveyances as fully and effectually and to all intents and purposes as they are now held by the respective Amalgamating Societies. 

9.2 The directors of the Amalgamated Society shall have full power to carry the Amalgamation into effect and to perform such acts as are necessary or proper for such purposes. 

10. TERMINATION 

The Amalgamating Societies may, at any time prior to the issuance of the Certificate of Amalgamation, by an instrument approved by or subsequently ratified by resolution of their respective directors duly signed by a director or officer of each of the Amalgamating Societies, terminate this Agreement. Upon that termination, all rights of all the parties hereto will be at an end and this Agreement will be of no further force or effect. 

11. EFFECTIVE DATE 

11.1 This Agreement will not become effective until it has been adopted by each of the Amalgamating Societies in the manner required by the Act. 

11.2 The Amalgamation will become effective as of the date upon which the amalgamation application is filed with the Registrar pursuant to section 87 of the Act. 

12. ENUREMENT 

This Agreement will enure to the benefit of, and will be binding upon, the respective successors and assigns of the parties to this Agreement. 

13. MODIFICATION OF AGREEMENT 

Each of the Amalgamating Societies may, by resolution of their respective directors or by special resolution, assent to any alteration or modification of this Agreement, including alterations or modifications of Schedule A, Schedule B, or Schedule C which may be necessary or desirable in the opinion of the respective directors or members, as the case may be, of each of the Amalgamating Societies passing such resolution, and all alterations and modifications so assented to shall be binding upon the Amalgamating Societies. 

14. EXECUTION AND DELIVERY 

Each of the Amalgamating Societies agrees to do, execute and deliver, and cause to be done, executed and delivered, all such further acts, deeds, documents and instruments as are necessary or desirable to give full force and effect to this Agreement. 

15. COUNTERPARTS 

This Agreement may be executed by the parties in one or more counterparts and transmitted by telecopy or other electronic means, and if so executed and transmitted this Agreement will be for all purposes as effective as if the parties had executed and delivered a single original Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. 

LOCAL FOOD MATTERS SOCIETY 

By: 

Name: Laura Baer 

Title: President 

I/We have the authority to bind the society 

GOLDEN FARMERS MARKET SOCIETY 

By:________________________

Name: 

Title: 

I/We have the authority to bind the society