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RSM 1990, c. 60
The Grand Lodge of Manitoba of the Independent Order of Odd Fellows Incorporation Act
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WHEREAS the persons hereinafter named, by their petition, prayed that The Grand Lodge of Manitoba of the Independent Order of Oddfellows should be incorporated, enabling Subordinate Lodges to be also incorporated: Harry Barton Rose, John Morrow, Joel Weaver Baker, Robert Hance Shanks, Donald Edward McKinnon, John Tucker, William John May, Richard J. Noxon, Robert Hamilton, The Very Reverend John Grisdale, Harry Meikle, Nelson Tracey, D.J. McDonald, Johnson Douglass;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate "The Grand Lodge of Manitoba of the Independent Order of Oddfellows", assented to March 19, 1896;
AND WHEREAS the Minister of Justice has caused this Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
1 "The Grand Lodge of Manitoba of the Independent Order of Odd Fellows" (hereinafter referred to as "the corporation" or "the Grand Lodge") is continued as a corporation consisting of those persons who are members on the coming into force of this Act and such other persons as may become members of the corporation.
2(1) The corporation shall have a common seal, with power to alter or change the said seal by by-law to that effect, and with power to purchase, acquire, hold, possess and exchange, and have, take and receive by gift or devise to and for the actual use or occupation of the corporation, any real and personal estates, and the same to sell, alienate, lease, exchange and otherwise dispose of whensoever the corporation may deem it expedient so to do.
2(2) The corporation may have any number of Subordinate Lodges in the Province to promote the objects thereof.
3 The corporation may from time to time borrow money for such purposes and upon such terms as it shall think proper and expedient, and may for such purpose make, execute or issue any mortgages, bonds, debentures or other instruments for securing the repayment of any money borrowed under the seal of the corporation, which shall operate as a mortgage and charge against the real or personal estate, or both, of the corporation, and may borrow money upon the promissory note or notes, or evidence of debt of the said corporation from any person or corporation.
4 The corporation shall have power to make any by-laws, rules and regulations not being contrary to law or to the provisions of this Act, with power to amend and repeal the same for all purposes relating to, and bearing on the well being and interests of the corporation, and any Subordinate Lodge in communion therewith, and shall in such by-laws, rules or regulations, declare the objects of such corporation and its Subordinate Lodges.
5 The corporation shall have power to appoint any of its officers or other members for the management of its funds and property as may be deemed expedient, to prescribe their duties and to require such security as may from time to time be deemed proper from such officer or officers or any of them for the faithful performance of their respective duties, and may, by itself or its Grand Master, suspend or remove them or any of them at pleasure, and may make and ordain and put in execution such by-laws and rules or regulations as may be deemed necessary for the purpose aforesaid, not inconsistent with the laws of this Province.
6 Each Subordinate Lodge of the Independent Order of Odd Fellows now organized in this Province or which may hereafter become organized by or under the authority of the Grand Lodge within this Province, may, in the manner hereinafter specified, be, and become a body politic and corporate by the name and number by which it may be designated by the Grand Lodge, and whenever a Subordinate Lodge shall become incorporated as aforesaid, it shall have the same powers and privileges as are hereinbefore conferred upon the corporation for acquiring, purchasing, holding, having, taking, receiving by gift or devise, exchanging, selling and leasing all real and personal estate, for prosecuting and defending any actions, and for borrowing money, and mortgaging and executing instruments as security thereof, and to make and pass, amend and alter, by-laws, rules and regulations, subject to the approval of the Grand Lodge, being first obtained thereto, before the same shall become valid and binding upon such Subordinate Lodge. Provided always that such approval of the Grand Lodge may be obtained from, given, rendered and signified by the executive committee or the advisory board of the Grand Lodge in meeting assembled, and the same when so given, rendered or signified, shall be valid and binding upon the Grand Lodge and be of the same import and effect as if given, rendered or signified by the Grand Lodge.
8 All deeds, mortgages, discharges, bonds or other instruments executed in accordance with powers conferred by this Act by the corporation or any Subordinate Lodge shall be sealed with the corporate seal and signed by the presiding officers and secretary of the corporation or Subordinate Lodge, or such other persons as may be thereunto appointed by by-law.
9 Each Subordinate Lodge now established, or which may hereafter be established under the authority of the Grand Lodge, and which may be desirous of becoming incorporated, shall, and may, by a resolution approved by a vote of at least two-thirds of the members present at any regular meeting resolve to become so incorporated, and upon evidence by statutory declaration being filed with the member of the Executive Council charged with the administration of The Corporations Act showing that said Lodge is a Subordinate Lodge of the Grand Lodge, and that such resolution has been passed, and upon filing therewith a copy of its constitution or by-laws, if any, and if there be no constitution or by-laws, evidence of the fact, and a certificate of the Grand Lodge, under the seal thereof, and under the signatures of its presiding officer and secretary that such Subordinate Lodge is in good standing in the Order, the members of such Subordinate Lodge whose names may be included in such resolution aforesaid and their associates and successors, members of such Subordinate Lodge shall be and become from the time of the issuing of the certificate provided for in section 11, a body politic and corporate as aforesaid, by the style or name and number by which it may be designated by the Grand Lodge, and as such shall have perpetual succession and a common seal, with power to change or alter the said name and number or the said seal by by-law to that effect, approved according to such regulations as may be in force under any rule, regulation or by-law of the Grand Lodge.
10 Any Subordinate Lodge of the Grand Lodge which was established prior to May 18, 1896 and which has been or become incorporated under any law in force in this Province, may become a body corporate and politic, entitled to and invested with all the powers, rights, immunities and privileges granted to Subordinate Lodges under this Act, upon a certificate being filed with the member of the Executive Council charged with the administration of The Corporations Act, sealed with the corporate seal of such Subordinate Lodge and signed by the presiding officer and the secretary thereof, showing that the said Subordinate Lodge was incorporated, and the date of such incorporation, and furnishing therewith a copy of its constitution and by-laws and a certificate of the Grand Lodge under its corporate seal, and the signatures of its presiding officer and secretary that such Subordinate Lodge is a Subordinate Lodge of the Grand Lodge, and is in good standing in the Order, and such powers, rights, immunities and privileges so vested in such Subordinate Lodge under this Act shall take the place of those hitherto possessed, had, or enjoyed by such Subordinate Lodge under the Act authorizing its incorporation.
11 Any Subordinate Lodge which shall seek to become incorporated under this Act, or shall seek to become a body politic and corporate entitled to the powers, rights, immunities or privileges hereof shall be entitled upon production and filing of the proofs, documents and certificates aforesaid, to receive a certificate of incorporation under the provisions hereof, under the hand of the member of the Executive Council charged with the administration of The Corporations Act in such form as he may deem suitable, and such certificate shall be final and conclusive evidence of such Subordinate Lodge being a corporation under this Act.
12 It shall be lawful for the Grand Lodge or for any of the incorporated Subordinate Lodges, and they are hereby respectively empowered from time to time, by and with the consent of the Grand Lodge or of such Subordinate Lodge, to be attested in such manner as may be directed by their by-laws, to lay out and invest all such sums of money as they or any of them desire to lay out or invest, in real estate or on first mortgage on real estate, or in public or private stocks, or on deposit in any chartered bank of Canada or in such other manner as the Grand Lodge or any Subordinate Lodge may direct, but not on promissory notes or to its own members, and from time to time, and with the like consent, to alter, sell, transfer, assign and discharge such securities, real estate, stocks or deposits respectively, and otherwise reinvest and dispose of the same and the certificate, bill of sale, deed, or other instrument of transfer, assignment, sale or discharge of such estate, stock, deposits or security shall be made under the seal of the Grand Lodge or of such Subordinate Lodge, and signed by the Presiding Officer, and the Secretary and Treasurer of the Grand Lodge or of such Subordinate Lodge, and all such investments shall be made in the name of the Grand Lodge or of such Subordinate Lodge, provided always, that no such real estate shall be sold or otherwise disposed of without the consent first had and obtained of at least two-thirds of the members of the Grand Lodge or of such Subordinate Lodge, present at a regular meeting, such consent to be by a resolution of the Grand Lodge or Subordinate Lodge, passed at a regular meeting of the Grand Lodge or Subordinate Lodge, after the usual or reasonable notice to the members thereof respectively, stating the object of such meeting.
13 The Grand Lodge and each Subordinate Lodge so incorporated may receive from the Treasurer thereof, or any officer thereof receiving or handling moneys, from time to time, sufficient securities by bonds with one or more surety or sureties or otherwise, as such Grand or Subordinate Lodge may deem expedient for the faithful performance of his duty as such, and that he will when required to do so, truly account for and pay over from time to time as directed by such Grand or Subordinate Lodge, all such sum or sums of money, funds or other property as may come into his hands or under his control belonging to the said Grand or Subordinate Lodge, and shall render and deliver up to the said Grand or Subordinate Lodge, or his or its successors in office, or any other person authorized by this Act, or by any by-law or regulation passed hereunder to return them all such moneys, funds, deeds, bonds or mortgages, or stock or any other funds in his possession or under his control belonging to the said Grand Lodge or any Subordinate Lodge at the expiration of his term of office, or at any time fixed by the said Grand Lodge or Subordinate Lodge, and such security may be taken from a company duly empowered for such purposes.
14 No member of the Grand Lodge or of any Subordinate Lodge so incorporated shall have any power to assign or transfer to any person, any interest which he may have to or in the funds or property of the Grand Lodge or any Subordinate Lodge, but the same shall at all times be the property and remain under the control of the said Grand Lodge or Subordinate Lodge respectively, and no property or stock of any kind belonging to the Grand Lodge or any Subordinate Lodge shall be subject to the payment of the private debts of any of its members, nor liable to be taken in execution by any judgment creditor against any individual member or members of the Grand Lodge or any Subordinate Lodge.
15 Should any Subordinate Lodge cease to exist or be dissolved from any cause whatsoever, the property, real and personal, held or belonging to such Subordinate Lodge, shall at once vest in the Grand Lodge, but charged with the payment of the debts of such Subordinate Lodge, to the full extent of such property.
16 Whenever a debt has been or shall be contracted by any Lodge incorporated under this Act for the building, repairing, extending or improving of any building, or for acquiring land held by any lodge under the provisions of this Act, or for the purchase of the land on which the same has been or is intended to be erected, any such incorporated lodge may from time to time secure the debt or any part thereof by a mortgage upon the land and buildings or may borrow money to pay the debt or part thereof, and may secure the repayment of the loan and interest by a mortgage upon its lands and buildings or part thereof upon such terms as may be agreed upon.
17 Each Subordinate Lodge incorporated under the provisions of this Act, and the members thereof, shall from the date of that incorporation be subject to the by-laws, rules and regulations of the Grand Lodge, and shall have and exercise all its powers and privileges under this Act subject to the said by-laws, rules and regulations of the Grand Lodge, and not otherwise.
18 Any member who is expelled or suspended by any Subordinate Lodge or by the Grand Lodge shall cease to have any interest or claim whatever upon the funds or property of such Grand Lodge or Subordinate Lodge while under such suspension or expulsion. Provided, that in the case of a suspension such member shall be restored to his rights and privileges upon being reinstated or such suspension vacated.
19 In case the Grand Lodge declare the authority or charter of any Subordinate Lodge forfeited pursuant to the by-laws, rules and regulations of the said Grand Lodge, such Subordinate Lodge shall be and be held to be dissolved from the date of the resolution declaring such forfeiture.
20 No officer or member of the Grand Lodge or of any Subordinate Lodge shall be or be held liable or responsible for any debt or obligation of such Grand Lodge or Subordinate Lodge beyond the extent of any unpaid dues or subscriptions owing by him to such Lodge.
21 This Act shall be deemed a Public Act.
NOTE: This Act replaces S.M. 1896, c. 37.