Prepared: 2026-02-16
Prepared by: Chief Scribe
Filing Type: Society under the Nova Scotia Societies Act
Portal: https://rjsc.novascotia.ca/rjsc/
Filing Fee: ~$77 CAD (credit card via RJSC Connect)
The Nova Scotia Societies Act (s. 4) requires minimum 3 persons to incorporate a society.
Currently named: Ikenna Okpala + Blessing Okpala = 2 persons.
Two options:
Option A (Recommended): Add a third founding director — a trusted person from your network (friend, colleague, lawyer, accountant). They don't need to be active; they just need to consent to being listed. They can step down once the full board is constituted.
Option B: Incorporate as a Non-Profit Company under Part II of the Nova Scotia Companies Act instead. Only requires 1 director. Similar legal protections, slightly different governance structure. Better if you want to move fast with just the two of you for now.
Once you confirm the third director (or choose Option B), this package is ready to submit.
| Field | Value |
|---|---|
| Legal Name | Cognitive Commons |
| Name Suffix | (none required for a Society) |
| Organization Type | Society (Non-Profit) |
| Governing Legislation | Nova Scotia Societies Act, RSNS 1989, c. 435 |
| Province | Nova Scotia |
| Mailing Address | PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2 |
| Registered Office | PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2 |
| hello@cognitivecommons.ca | |
| Website | www.cognitivecommons.ca |
| Fiscal Year End | March 31 (recommended for grant alignment; change if preferred) |
Note on name: RJSC will register the legal name as "Cognitive Commons" (two words). Your brand operates as "CognitiveCommons" (one word) — both are fine; the legal name and the brand name don't need to match exactly.
| Role | Name | Address |
|---|---|---|
| Director / President | Ikenna N. Okpala | PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2 |
| Director / Secretary-Treasurer | Blessing Okpala | PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2 |
| Director (Third — TBD) | [Name to confirm] | [Address to confirm] |
The Memorandum states the objects (purposes) of the Society. Under the Societies Act, this is the founding constitutional document.
MEMORANDUM OF ASSOCIATION
OF
COGNITIVE COMMONS
A Society incorporated under the Societies Act, Revised Statutes of Nova Scotia 1989, Chapter 435
We, the undersigned, being persons desirous of forming a Society under the Societies Act of Nova Scotia, hereby agree as follows:
The name of the Society is Cognitive Commons.
The objects for which the Society is established are:
2.1 Primary Object
To democratize technology so that people — not only large institutions — benefit; and to ensure that practical, trustworthy digital tools and knowledge are accessible to small and medium enterprises, social enterprises, non-profit organizations, community groups, Indigenous communities, educators, and residents across Canada regardless of their size, location, technical capacity, or financial resources.
2.2 Technology Access (Access Pillar)
To develop, maintain, operate, and make freely available or affordably accessible modular digital services, tools, platforms, and applications that reduce administrative friction and connect under-resourced individuals and organizations to the services, funding, and resources they need; including but not limited to:
- (a) grant discovery, application drafting, and outcomes-tracking tools;
- (b) meeting management, minutes, and follow-up coordination tools;
- (c) community notification and emergency alert systems;
- (d) service directory publishing and referral infrastructure;
- (e) e-commerce and retail management tools for main-street businesses;
- (f) sector-specific tools for maritime workers, agricultural operators, language preservation, and other communities;
- (g) civic engagement and reporting tools aligned with open civic-technology standards.
2.3 Capacity Building (Agency Pillar)
To educate, train, coach, and build the capacity of individuals, small teams, and organizations to adopt and use technology confidently and ethically on their own terms; including but not limited to:
- (a) cohort-based bootcamps and workshops on artificial intelligence and digital tools for small businesses and social enterprises;
- (b) Community Tech Steward certification programs to build local capacity for technology adoption and support;
- (c) plain-language and translation assistance to make digital content and services accessible to all;
- (d) peer learning networks, train-the-trainer programs, and open educational resources.
2.4 Safety and Accountability (Assurance Pillar)
To promote and practice transparency, safety, privacy, and accountability in technology development and deployment; including but not limited to:
- (a) designing all services to meet or exceed applicable accessibility standards (including WCAG 2.2 AA);
- (b) implementing privacy-by-design principles in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation;
- (c) complying with the Canadian Anti-Spam Legislation (CASL) in all electronic communications;
- (d) maintaining Canadian data residency for all data entrusted to the Society;
- (e) publishing documentation, methodologies, data protection impact assessments, consent templates, and incident runbooks for public benefit;
- (f) reporting publicly and quarterly on the Society's activities, outcomes, and finances.
2.5 Research and Advocacy
To conduct, support, commission, and publish research on digital inclusion, technology equity, and the impacts of artificial intelligence on communities; and to advocate for policies, standards, and legislation that advance equitable, accountable, and human-centred technology.
2.6 Collaboration and Partnership
To partner, collaborate, and enter into agreements with other societies, non-profit organizations, governments, educational institutions, Indigenous communities, businesses, and other persons and entities in Canada and internationally for purposes consistent with the Society's objects.
2.7 Standards and Open Methods
To adopt, promote, and contribute to open technical standards (including HSDS/Open Referral, 360Giving, FixMyStreet, and similar civic-technology standards) and to publish replication kits, playbooks, and open-source code so that other communities and organizations may adapt and build upon the Society's work.
2.8 Financial Sustainability
To generate revenue through subscriptions, service contracts, training delivery, and grants sufficient to sustain the Society's operations; provided that any surplus revenue shall be applied to the Society's objects and shall not be distributed to members or directors.
2.9 Ancillary Powers
To do all such other things as are incidental or conducive to the attainment of the objects of the Society and as are permitted by law for a non-profit Society incorporated under the laws of Nova Scotia.
The Society shall be carried on without purpose of gain for its members. Any profits or other accretions to the Society shall be used in promoting its objects. No part of the income of the Society shall be payable to, or otherwise available for the personal benefit of, any member or director of the Society except as reasonable remuneration for services actually rendered.
In the event of dissolution or winding up of the Society, all assets remaining after payment of the Society's liabilities shall be distributed to one or more Canadian registered charities or non-profit organizations with objects similar to those of the Society, as determined by the Board of Directors, and shall not be distributed to members.
Membership in the Society shall be open to any individual who supports the objects of the Society and who is admitted to membership in accordance with the Articles of Association.
IN WITNESS WHEREOF we have hereunto subscribed our names this ______ day of ______________, 2026.
| Subscriber | Signature | Address |
|---|---|---|
| Ikenna N. Okpala | _________________________ | PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2 |
| Blessing Okpala | _________________________ | PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2 |
| [Third Director] | _________________________ | [Address] |
The Articles govern the day-to-day operations of the Society: membership, meetings, directors, officers, and finances.
ARTICLES OF ASSOCIATION
OF
COGNITIVE COMMONS
1.1 In these Articles, unless the context otherwise requires:
- "Act" means the Societies Act, Revised Statutes of Nova Scotia 1989, Chapter 435, as amended from time to time;
- "Board" means the Board of Directors of the Society;
- "Director" means a director of the Society elected or appointed in accordance with these Articles;
- "Member" means a member of the Society admitted in accordance with these Articles;
- "Officer" means the President, Secretary, Treasurer, or any other officer appointed by the Board;
- "Society" means Cognitive Commons;
- "Special Resolution" means a resolution passed by not less than two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given.
1.2 Words importing the singular include the plural and vice versa. Words importing one gender include all genders.
2.1 Categories of Membership
The Society shall have the following categories of membership:
- (a) Founding Members: Persons who sign the Memorandum of Association. Founding Members are Voting Members.
- (b) Voting Members: Individuals admitted to full membership by the Board, who pay any applicable membership fee and whose membership is in good standing. Voting Members may attend and vote at general meetings and are eligible for election as Directors.
- (c) Community Members (non-voting): Individuals and organizations who support the Society's mission and are admitted as Community Members by the Board. Community Members may attend general meetings but may not vote or stand for election.
2.2 Admission
Any individual or organization may apply for membership by submitting a written or electronic application to the Secretary. The Board shall have discretion to admit or decline applicants for membership and shall not be required to give reasons for any decision.
2.3 Annual Membership Fee
The Board may, by resolution, establish an annual membership fee for any or all categories of membership. The initial annual fee for Voting Members is nil (no fee).
2.4 Resignation
A Member may resign by delivering written or electronic notice to the Secretary. Resignation takes effect upon receipt of such notice.
2.5 Termination
The Board may, by resolution, terminate the membership of any Member who:
- (a) fails to pay any applicable membership fee within 60 days of the due date;
- (b) conducts themselves in a manner that the Board considers contrary to the interests or objects of the Society; or
- (c) is found by a court to have committed an act of fraud, dishonesty, or moral turpitude.
A Member whose membership is proposed to be terminated shall be given at least 14 days' written notice of the Board's intention and shall have the opportunity to make written representations to the Board before a final decision is made.
2.6 Rights and Obligations
Membership in the Society is personal and non-transferable. Members are not liable for the debts or obligations of the Society beyond the amount of any unpaid membership fee.
3.1 Annual General Meeting
The Society shall hold an Annual General Meeting (AGM) within 6 months of the end of each fiscal year. The business of the AGM shall include:
- (a) receiving the financial statements for the preceding fiscal year;
- (b) election of Directors;
- (c) appointment of an auditor or reviewer (if required);
- (d) such other business as may properly be brought before the meeting.
3.2 Special General Meetings
The President, or any two Directors, or any 10% of Voting Members (or 5 Voting Members, whichever is greater), may call a Special General Meeting at any time by giving notice in accordance with Article 3.3.
3.3 Notice of Meetings
Notice of every general meeting, specifying the time, place (or virtual meeting link), and the general nature of the business to be transacted, shall be given to all Voting Members at least 14 days before the date of the meeting. Notice may be given by email to the last known email address of each Member.
3.4 Quorum
Quorum for a general meeting shall be the lesser of: (a) 10 Voting Members; or (b) a majority of all Voting Members in good standing. If quorum is not present within 30 minutes of the scheduled start time, the meeting shall be adjourned to a date, time, and place determined by the Directors present.
3.5 Voting
Each Voting Member in good standing is entitled to one vote on each matter submitted to a vote at a general meeting. Resolutions shall be decided by a simple majority of votes cast except where a Special Resolution is required. In case of a tie, the chair of the meeting shall have a second or casting vote.
3.6 Virtual and Hybrid Meetings
The Board may determine that any general meeting, or any portion thereof, shall be held by telephonic or electronic means. Members participating by such means shall be deemed to be present at the meeting for purposes of quorum and voting.
3.7 Written Resolutions
A resolution in writing, signed by all Voting Members entitled to vote thereon, shall be as valid as if passed at a duly convened general meeting. Electronic signatures are acceptable.
4.1 Powers
The affairs of the Society shall be managed by the Board of Directors. The Board shall have the authority to exercise all powers of the Society except those required by the Act or these Articles to be exercised by the Members at a general meeting.
4.2 Number of Directors
The Board shall consist of not fewer than 3 and not more than 9 Directors. The initial Directors are those named in the Memorandum of Association.
4.3 Election and Term
Directors shall be elected by Voting Members at the AGM. The term of each Director shall be 2 years, and Directors shall hold staggered terms to ensure continuity. Directors may serve a maximum of 3 consecutive terms (6 years), after which they must sit out at least 1 year before re-election.
4.4 Vacancies
Where a vacancy arises on the Board between AGMs, the remaining Directors may appoint a qualified Voting Member to fill the vacancy until the next AGM. The Board may continue to act despite a vacancy, provided the number of Directors does not fall below the minimum required by Article 4.2.
4.5 Remuneration
Directors shall serve without remuneration, except that the Board may authorize reasonable reimbursement of expenses incurred in the performance of their duties. Nothing in this Article prevents a Director from receiving reasonable remuneration for services rendered to the Society in a capacity other than as Director.
4.6 Conflict of Interest
Every Director who has a material interest in any contract or transaction to which the Society is a party, or in any proposed contract or transaction, shall:
- (a) disclose that interest to the Board at the earliest opportunity;
- (b) abstain from voting on any Board resolution respecting that contract or transaction; and
- (c) absent themselves from the portion of any Board meeting in which that contract or transaction is discussed. Such disclosures shall be recorded in the minutes of the relevant meeting.
4.7 Removal
A Director may be removed from office before the expiration of their term by Special Resolution of the Voting Members at a general meeting, provided that at least 14 days' notice of intention to propose such a resolution has been given.
4.8 Resignation
A Director may resign from the Board at any time by delivering written or electronic notice to the Secretary. The resignation takes effect upon receipt unless a later date is specified.
5.1 Frequency
The Board shall meet at least quarterly in each calendar year, and at such other times as the President or any two Directors may require.
5.2 Notice
Notice of Board meetings shall be given to each Director at least 5 days before the meeting. In cases of urgency, shorter notice may be given with the consent of a majority of Directors. Notice may be given by email.
5.3 Quorum
A majority of the Directors in office (but not fewer than 2) shall constitute a quorum for the transaction of business at any Board meeting.
5.4 Virtual Meetings
Board meetings may be held by telephonic or electronic means. Directors participating by such means shall be deemed present for all purposes including quorum.
5.5 Written Resolutions
A resolution in writing, signed (including electronically) by all Directors, shall be as valid as if passed at a duly convened Board meeting.
5.6 Voting
Each Director present at a Board meeting shall have one vote. Board resolutions shall be decided by a simple majority of votes cast. The chair shall not have a second or casting vote; ties are treated as a defeated resolution.
5.7 Minutes
The Secretary shall ensure that minutes of all Board meetings and general meetings are kept and are available to all Members on request.
6.1 Officers
The officers of the Society shall be a President, a Secretary, and a Treasurer. The roles of Secretary and Treasurer may be held by the same person (Secretary-Treasurer). The Board may appoint additional officers as it deems necessary.
6.2 Election and Appointment
Officers shall be elected by and from among the Directors at the first Board meeting following each AGM. Officers shall hold office until their successors are elected or until they cease to be a Director.
6.3 President
The President shall:
- (a) preside at all meetings of the Board and of the Society;
- (b) be the principal spokesperson for the Society;
- (c) sign contracts, agreements, and instruments on behalf of the Society unless otherwise directed by the Board; and
- (d) perform such other duties as the Board may assign.
6.4 Secretary
The Secretary shall:
- (a) give and receive all notices on behalf of the Society;
- (b) keep and maintain the register of Members;
- (c) keep and maintain the minutes of all general meetings and Board meetings;
- (d) have custody of all records and documents of the Society (other than financial records); and
- (e) perform such other duties as the Board may assign.
6.5 Treasurer
The Treasurer shall:
- (a) be responsible for the financial affairs of the Society;
- (b) maintain proper financial records and accounts;
- (c) prepare or oversee the preparation of annual financial statements;
- (d) present a financial report at each AGM and at such other times as the Board may require; and
- (e) perform such other duties as the Board may assign.
7.1 Fiscal Year
The fiscal year of the Society shall end on March 31 in each year (or such other date as the Board may determine by resolution).
7.2 Bank Accounts
The Society shall maintain one or more bank accounts in its name. All funds of the Society shall be deposited to the credit of such accounts. Cheques, electronic transfers, and other withdrawals shall require the signature or authorization of any two of the following: President, Secretary-Treasurer, or such other Officers or Directors as the Board may from time to time designate.
7.3 Financial Records
The Board shall cause proper books of account to be kept with respect to all sums of money received and expended by the Society and the matters in respect of which such receipts and expenditures take place.
7.4 Financial Review and Audit
The financial statements of the Society shall be reviewed or audited annually as required by the Act or as determined by the Board. The Board shall appoint a qualified person to conduct such review or audit at each AGM.
7.5 Surplus
Any surplus arising from the operations of the Society shall be retained and applied to the furtherance of the Society's objects. No surplus or profit shall be distributed to members or directors.
7.6 Indemnification
The Society shall indemnify every Director and Officer, and their heirs and legal representatives, against all costs, charges, and expenses, including legal fees, reasonably incurred in connection with any civil, criminal, or administrative action to which they are made a party by reason of being or having been a Director or Officer of the Society, provided that:
- (a) they acted honestly and in good faith with a view to the best interests of the Society; and
- (b) in the case of a criminal matter, they had reasonable grounds for believing their conduct was lawful.
8.1 The Society shall comply with all applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA), in the collection, use, and disclosure of personal information.
8.2 The Board shall designate a Privacy Official responsible for ensuring compliance with applicable privacy legislation, responding to access requests, and maintaining a privacy management program.
8.3 The Society shall maintain Canadian data residency for personal information entrusted to it by Members, users, and partner organizations, and shall ensure that any third-party service providers handling such data are bound by equivalent obligations.
9.1 These Articles may be amended by Special Resolution of the Voting Members passed at a duly convened general meeting, provided that:
- (a) the proposed amendment has been set out in the notice of meeting; and
- (b) the amendment does not conflict with the Act or any applicable legislation.
9.2 Any amendment to the Memorandum of Association requires a Special Resolution of Voting Members and, where required, approval from the Registry of Joint Stock Companies.
10.1 The Society may be dissolved by Special Resolution of the Voting Members.
10.2 In the event of dissolution, all assets remaining after payment of debts and liabilities shall be transferred to one or more Canadian registered charities or non-profit organizations with objects similar to those of the Society, as determined by a Special Resolution of Voting Members. No assets shall be distributed to members.
11.1 Parliamentary Authority
In all matters not governed by the Act, the Memorandum of Association, or these Articles, the Society shall be governed by the most recent edition of Robert's Rules of Order or such other parliamentary authority as the Board may designate.
11.2 Notices
Unless otherwise specified, notices may be delivered by mail, email, or personal delivery to the last known address of the intended recipient. Email notice is effective upon sending. Mailed notice is effective 3 business days after posting.
11.3 Signing Authority
All contracts, instruments, and documents requiring the signature of the Society shall be signed by the President together with one other Officer or Director, or by such persons as the Board may by resolution authorize.
WE CERTIFY that the foregoing are the Articles of Association of the Society:
| Subscriber | Signature | Date |
|---|---|---|
| Ikenna N. Okpala | _________________________ | ______________, 2026 |
| Blessing Okpala | _________________________ | ______________, 2026 |
| [Third Director] | _________________________ | ______________, 2026 |
Each director must consent in writing to their appointment. Print and sign.
CONSENT TO ACT AS DIRECTOR
Cognitive Commons
I, Ikenna N. Okpala, of PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2, hereby consent to act as a Director of Cognitive Commons, a Society to be incorporated under the Societies Act of Nova Scotia.
Signature: _________________________ Date: _______________, 2026
CONSENT TO ACT AS DIRECTOR
Cognitive Commons
I, Blessing Okpala, of PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2, hereby consent to act as a Director of Cognitive Commons, a Society to be incorporated under the Societies Act of Nova Scotia.
Signature: _________________________ Date: _______________, 2026
CONSENT TO ACT AS DIRECTOR
Cognitive Commons
I, [Third Director Name], of [Address], hereby consent to act as a Director of Cognitive Commons, a Society to be incorporated under the Societies Act of Nova Scotia.
Signature: _________________________ Date: _______________, 2026
- Have a credit card ready (~$77 CAD filing fee)
- All three directors' full legal names and addresses
- The Memorandum and Articles documents (above) — you'll enter this information into the online form; you may also need to upload them as PDFs
- Estimated time: 30–45 minutes
- Go to rjsc.novascotia.ca
- Click "Search" → enter "Cognitive Commons"
- Confirm no identical or confusingly similar name exists
- ✅ Based on our database check: name appears available
- Click "Register" on the RJSC Connect portal
- Enter your name, email, and create a password
- Verify your email address
- Log in
- From the dashboard, click "Incorporate a Society" (under the Societies Act)
- Enter the proposed name: Cognitive Commons
- Confirm the name search — pay the name reservation fee if prompted (~$10-15, applied to the filing fee)
Copy and paste from Document 1 (Memorandum of Association), sections 2.1 through 2.9. The RJSC form will have a text field for "Objects of the Society."
Key excerpt for the primary objects field:
"To democratize technology so that people — not only large institutions — benefit; and to ensure that practical, trustworthy digital tools and knowledge are accessible to small and medium enterprises, social enterprises, non-profit organizations, community groups, Indigenous communities, educators, and residents across Canada regardless of their size, location, technical capacity, or financial resources."
Director 1:
- Full Legal Name: Ikenna N. Okpala
- Address: PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2
- Role: Director / President
Director 2:
- Full Legal Name: Blessing Okpala
- Address: PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2
- Role: Director / Secretary-Treasurer
Director 3:
- Full Legal Name: [Confirm]
- Address: [Confirm]
- Role: Director
- PO Box 48034, Bedford RPO, Mill Cove, NS B4A 3Z2
- Contact email: hello@cognitivecommons.ca
RJSC Connect may ask you to upload:
- Signed Memorandum of Association (PDF)
- Signed Articles of Association (PDF)
- Director Consent Forms (PDF)
Sign all documents, scan or photograph them, and upload.
- Review all entered information carefully
- Confirm director names and addresses are exactly as intended
- Pay the filing fee (~$77 CAD) by credit card
- Submit
- RJSC will process the application — typically 1–5 business days
- You'll receive a Certificate of Incorporation and a Society Number by email
- Save these permanently — you'll need them for:
- Opening a bank account
- Applying for charitable status (CRA)
- Grant applications
- Contracts
- Open a business bank account — bring Certificate of Incorporation + two director IDs
- Hold the first Board meeting — elect officers (President, Secretary-Treasurer), ratify bylaws, authorize bank signatories
- Record the first minutes — document the first Board meeting formally
- Register for a CRA Business Number — free, online at canada.ca/en/revenue-agency
- Apply for CRA Charitable Registration (if seeking charitable status for tax receipts)
- This is a separate, longer process (~6 months)
- Requires showing charitable purpose (education, poverty relief, religion, or community benefit)
- CognitiveCommons's objects fit "advancement of education" and "community benefit" categories
- Form T2050 — can prepare when ready
- Register for HST if revenue will exceed $30,000/year (optional below that threshold)
- PIPEDA compliance — designate Privacy Official (Ikenna or Blessing for now), draft privacy policy (already in PRD)
- Annual Return obligation — RJSC requires an annual return each year (low cost, filed online)
- First proper Board meeting with full agenda, formal motions, minutes recorded
- Membership register — maintain list of all members as required by the Act
| Item | Cost |
|---|---|
| RJSC Incorporation Fee | ~$77 CAD |
| Name Reservation (optional) | ~$15 CAD |
| CRA Business Number | Free |
| CRA Charitable Registration | Free |
| Bank Account Setup | Free–$15/month (TD, RBC, Meridian Credit Union) |
| Annual RJSC Return | ~$20–25 CAD/year |
| Total to incorporate | ~$77–92 CAD |
| # | Question | Notes |
|---|---|---|
| 1 | Third director — who is the third founding member? | Required for Societies Act; alternatively, use Companies Act Part II |
| 2 | Legal name preference — "Cognitive Commons" or "CognitiveCommons"? | RJSC may prefer two words; brand stays one word regardless |
| 3 | Fiscal year end — March 31 confirmed? | Aligns with most Canadian grant cycles |
| 4 | Blessing's consent confirmed for public RJSC registry listing? | Her name and address will appear in the public registry |
| 5 | Bank preference — TD, RBC, Meridian, or other? | Meridian Credit Union friendly to non-profits |
Document Owner: Chief Scribe
Status: Ready to file pending third director confirmation + signatures
Files: Saved to /Users/ikenna/.openclaw/workspace/cognitivecommons/incorporation/