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Fourth Session, Thirty-Ninth Legislature

This version is based on the printed bill that was distributed in the Legislature after First Reading.   It is not the official version.   If accuracy is critical, you can obtain a copy of the printed bill from Statutory Publications or view the online bilingual version (PDF).

Bill 302

THE SOUTHWOOD GOLF AND COUNTRY CLUB INCORPORATION AMENDMENT ACT


Explanatory Note

(Assented to                                         )

WHEREAS Southwood Golf and Country Club (hereinafter referred to as "the club") was incorporated by An Act to incorporate Southwood Golf and Country Club, assented to April 23, 1956;

AND WHEREAS the club was continued by The Southwood Golf and Country Club Incorporation Act, R.S.M. 1990, c. 188;

AND WHEREAS the shareholders of the club at a special general meeting called for the purpose authorized and instructed the club's board of governors to apply to the Legislative Assembly to amend The Southwood Golf and Country Club Incorporation Act;

AND WHEREAS the club has presented a petition requesting the following amendments to that Act, and it is appropriate to grant the petition;

THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

R.S.M. 1990, c. 188 amended

1           The Southwood Golf and Country Club Incorporation Act is amended by this Act.

2           Section 2 is replaced with the following:

Share capital

2(1)        The share capital of the club shall be 4,000 shares without nominal or par value made up of the following classes:

(a) 1,000 Class "A" shares;

(b) 1,000 Class "B" shares;

(c) 1,000 Class "C" shares;

(d) 1,000 Class "D" shares;

with the shares of each class having the same rights, privileges, restrictions and conditions as the shares of the other classes.

Issue of shares

2(2)        Subject to any restrictions in the by-laws of the club, shares may be issued at the times, to the persons and for the consideration that the board of governors may determine.

Consideration

2(3)        A share may be issued even if the consideration for the share is not fully paid.

Unpaid subscription amounts

2(4)        Any unpaid consideration for a share is a debt due by the shareholder to the club.

Stated capital account

2(5)        The club must maintain a separate stated capital account for each class of shares it issues.

Entries in stated capital account

2(6)        The club must add to the appropriate stated capital account the full amount of any consideration it receives with respect to every share it issues, and any additional amounts it subsequently receives respecting such a share.

Calls on issued shares

2(7)        A call may be made upon the shares of a class requiring the holder of each share of that class to pay an additional amount to the club in respect of each share.  All amounts paid to the club pursuant to a call on the shares of a class shall be added to the stated capital account for that class of shares.

Resolution authorizing a call upon shares

2.1(1)      Subject to any restrictions in the by-laws of the club, the board of governors may by resolution authorize a call to be made upon a class of shares, requiring the holder of each share of that class to pay an additional amount to the club in respect of each such share.  The resolution must specify the amount payable by the holder of each share and any terms and conditions respecting payment that the board of governors may establish.

Notice of call

2.1(2)      Each registered holder of a class of shares subject to a call must be informed of the call by a written notice mailed postage prepaid to the registered holder's latest address as shown on the club's records.  The notice must also specify the date by which the call must be paid.

Unpaid calls

2.1(3)      A call made against a share of a class and unpaid by a shareholder is a debt due to the club by the shareholder, and the club has a lien on each share in the amount of the unpaid call.  The club may refuse to approve the transfer of such a share until the unpaid call has been paid.

Limitation on shareholding

2.2(1)      No one person shall hold, own or vote on more than one share in the capital stock of the club.

Transfer of shares

2.2(2)      No transfer of any share of the club shall be made except by consent of the board of governors, and all shares shall be transferred on the books of the club in such manner, and subject to such restrictions and regulations, as may be imposed by the by-laws of the club.

3            Section 4 is amended in the part before clause (a) by striking out "to the attainment of its purposes" and substituting "to the attainment of the purpose of operating a sports and social club".

4            Section 8 is replaced with the following:

Redemption of shares

8(1)        The club may redeem a share

(a) at the request of the shareholder accompanied by the certificate representing the share offered for redemption;

(b) if the shareholder ceases to be a member in good standing of the club;

(c) if the shareholder fails to pay a call on the share within the time required for payment; or

(d) if the board of governors determines that redemption is in the best interests of the club;

on payment of a sum equal to the amounts the club received respecting that share, less any amounts owing by the shareholder to the club.

Notice of redemption

8(2)        A notice of redemption of a share must be mailed to the registered holder at least 15 days before the date specified for redemption, but the accidental failure to give the notice to a holder does not affect the validity of the redemption.

Contents of notice and payment

8(3)        The notice must set out the redemption price determined under subsection (1), the date on which redemption is to take place and the class of share being redeemed. On the date specified for redemption, the club must pay to or to the order of the registered holder the redemption price, less any amounts owing by the shareholder to the club, and cancel the certificate representing the share so redeemed.

Right of redemption by estate of shareholder

8(4)        At the request of a deceased shareholder's estate, the club must redeem a share on receiving a notice under subsection (5).

Notice by estate

8(5)        The right of redemption granted to the estate of a deceased shareholder may be exercised by the shareholder's duly authorized personal representative giving notice in writing signed by the personal representative.  The notice must specify the class of share sought to be redeemed and be delivered to the club at its registered office, accompanied by the certificate representing the share being redeemed.

Payment of redemption price to estate

8(6)        Not later than 60 days after receiving the notice referred to in subsection (5), the club must pay, to the order of the estate of the deceased holder of the share being redeemed, the redemption price determined under subsection (1), less any amounts owing by the deceased shareholder to the club.

Restoration of shares

8(7)        Shares that the club redeems are to be restored to the status of authorized but unissued shares of the class.

Limitation

8(8)        This section is subject to subsection 34(2) of The Corporations Act.

5            Section 10 is amended

(a) in the part before clause (1)(a), by striking out "on each share registered in the name of each member" and substituting "on a share registered in the name of a member"; and

(b) in clauses (1)(a) and (b), and in subsection (3), by adding "assessments," after "dues, fees,".

6            Subsection 11(1) is amended

(a) by replacing clause (h) with the following:

(h) the establishment of categories of members and the privileges and obligations applicable to the members of each such category;

(b) by replacing clauses (j) and (k) with the following:

(j) the fixing of dues, fees, and assessments payable by shareholders, or by members or categories of members or both, as the board of governors deems advisable;

(k) the admission of a shareholder into membership and the suspension or termination of the membership of a member;

7            The following is added after section 13:

Application of The Corporations Act

14          In all matters not provided for in this Act, and where not inconsistent with any matter provided for in this Act, the provisions of The Corporations Act apply to the club as if it was incorporated under that Act, with such modifications as circumstances may require, including substituting the word "club" for the word "corporation", the word "governors" for the word "directors" and the words "board of governors" for the words "board of directors".

Coming into force

8           This Act comes into force on the day it receives royal assent.

Explanatory Note

This Bill amends The Southwood Golf and Country Club Incorporation Act by making amendments to the club's corporate governance provisions, including amendments relating to the issuance and redemption of shares.