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RSM 1990, c. 164
The St. Andrew's College in Winnipeg Incorporation Act
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WHEREAS the persons hereinafter named, by their petition, prayed that St. Andrew's College in Winnipeg should be incorporated: Samuel W. Sawchuk, Priest, Miroslaw Stechishin, Editor, Wasyl Kudryk, Priest, Joseph Behonos, Social Worker, Rev. J. Dmytriw, Priest, Andrew Pawlik, Chartered Accountant, all of the City of Winnipeg, in Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of St. Andrew's College in Winnipeg Act, assented to April 13, 1946 and proclaimed in force June 1, 1946;
AND WHEREAS the Minister of Justice has caused the 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;
NOW THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
1 In this Act,
"board" and "board of directors" means the board of directors of the college; (« conseil »)
"college" means St. Andrew's College in Winnipeg; (« collège »)
"consistory" means the Board of Consistory of The Ukrainian Greek Orthodox Church of Canada; (« consistoire »)
"corporation" means the corporation of the college; (« corporation »)
"general council" means the General Council of The Ukrainian Greek Orthodox Church of Canada, as incorporated by chapter 98 of the Statutes of Canada, 1929; (« conseil général »)
"graduate in theology" means
(a) a person who, on or after June 1, 1946, receives certification of the completion by him of a course in theology or divinity from the college, or
(b) a person who, on or after June 1, 1946 receives from the college the degree of Doctor of Divinity honoris causa, or
(c) a person who, on or after June 1, 1946 is admitted by the college to the status of graduate in theology or divinity, ad eundem gradum; (« diplômé en théologie »)
"head of a faculty" means a dean or acting dean; (« directeur de la faculté »)
"member" means a member of the college; (« membre »)
"principal" means the principal of the college, and includes an acting principal; (« directeur »)
"registrar" means the registrar of the college; (« registraire »)
"senate" means the senate of the college; (« sénat »)
"university graduate" means a person to whom, while registered as a student in the college, The University of Manitoba, or any other university with which the college may be affiliated, shall grant a degree of that university. (« diplômé universitaire »)
2 St. Andrew's College in Winnipeg is continued as a corporation consisting of the persons who are members on the coming into force of this Act and such other persons as may become, under the provisions of this Act, members of the corporation.
3 The object of the corporation is the maintaining and conducting of a residential and day college for the purpose of giving tuition in university and secondary education subjects, and in theology, and in preparatory courses for each of them, and in general of promotion of knowledge according to the principles of the Christian religion.
4 The corporation may purchase, acquire, hold, possess and enjoy, and may have, take, and receive, for it and its successors, lands, tenements and hereditaments, and real and immovable property and estate within the province, necessary for actual use and occupation as school buildings, residences for professors, tutors, teachers, and officers, and for students, with grounds, gardens, and pleasure grounds, pertaining thereto, and may sell, alienate, and dispose of, the same, and in their stead purchase, acquire, and hold, others for the uses and purposes aforesaid.
5 The college may take, accept, or receive, to the use of, and to and for the purposes of, the corporation, any and all lands, tenements and hereditaments, and any and all property, movable and immovable, stock, shares, lands, debentures, or securities for the payment of money, by purchase, gift, devise, bequest, or otherwise howsoever, and shall have and hold the same, and every of them and every part thereof, to and for the use and purposes of the college: Provided always that the real property in the province held and owned by the corporation shall not at any time exceed in its annual value the sum of $10,000.
6 The college may sell, exchange, mortgage, hypothecate, or otherwise dispose of or pledge, any lands, tenements, or hereditaments, or other real or personal property, stocks, shares, bonds, debentures, or securities, of which it may become seized, possessed, or in any wise interested in, by virtue of this Act or howsoever otherwise; and make and execute under its common seal, or otherwise according to law, all proper deeds and instruments, and do all other acts, matters, and things, requisite or necessary to effectuate and accomplish all and singular the premises; and the corporation shall stand seized and possessed of the real and personal property, securities, or moneys, resulting from any transaction taking place under this section, to and for the uses and purposes of the college.
7 The college may invest all or any sums of money of, or belonging to, the college, or given or bequeathed to it, in any bonds or securities of Canada, or of any province thereof, or of the United Kingdom, or of any foreign state, or in any debentures of any municipality of the province, and may also lend and invest any such moneys upon the security of any real or personal property, and the corporation may, under its corporate name, take and hold any real or personal property, or any interest therein by way of mortgage, to secure any such investment.
8 The college may fix, charge, and collect, fees for any services rendered by the college, including fees for instruction and for the board and lodging of students.
9(1) The college may make and enter into treaties, contracts, and arrangements, for affiliating with the college any other corporation having similar objects.
9(2) The college may apply to The University of Manitoba or to any other university for affiliation; and, with the consent of such university, may be affiliated therewith.
10 The college may, in the corporate name of the college, grant degrees in theology and divinity, including honorary degrees, diplomas, and certificates of standing therein.
11(1) The affairs of the college shall be managed by the board of directors comprised of,
(a) four members ex-officio who shall be
(i) the head bishop of the resident bishop of The Ukrainian Greek Orthodox Church of Canada,
(ii) the administrator of The Ukrainian Greek Orthodox Church of Canada,
(iii) the principal, and
(iv) the dean of theology;
(b) nine members appointed by the general council and holding office from the time of their appointment to the next regular general council;
(c) six members appointed by the annual meeting of the members;
11(2) The board shall set the date, and make regulations, for the election of the members of the board who are required to be elected; and the election shall be carried on under the direction of the board: Provided
(a) that until there shall be at least 20 university graduates, the director from the university graduates shall be appointed every year by the consistory; and
11(3) In the event of any of the electing or appointing bodies failing to elect or appoint directors as aforesaid, the directors last appointed by such body shall hold office until their successors are appointed.
11(4) All retiring directors shall be eligible for re-election.
12 Subject to clause 11(1)(a), no person who is a full time member of the teaching or administrative staff of the college shall be eligible to be elected as a member of the board.
13 Seven members shall constitute a quorum of the board for the transaction of business.
14(1) Any vacancies in the board that shall arise from any cause whatsoever may be filled by the board; and any person so appointed as a director shall hold office during the balance of term of the director whose place he has been appointed to fill, or until an appointment of a director to fill such vacancy has been made by the body which would ordinarily have the right to fill such vacancy at the time of general appointment.
14(2) If any vacancies in the board shall occur at any time from any cause whatsoever, the remaining directors shall constitute a fully qualified board for carrying on the business and affairs of the college.
15(1) The board shall appoint from among its members a chairman, who shall preside at all meetings of the board.
15(2) The board shall also appoint from among its members a vice-chairman who shall have the powers and discharge the duties of the chairman in his absence.
15(3) In the absence of the chairman and vice-chairman, the board shall appoint from its members a chairman pro tem.
16 The government, conduct, management, and control, of the college, and of the property, revenue, business, and affairs, thereof shall be vested in the board.
17(1) Without limiting the general powers by this Act conferred upon or vested in the board, it is hereby declared that the board shall have the following powers:
(a) to adopt, make, and alter or vary, rules and regulations touching and concerning the time and place of holding of the meetings of the board, notices thereof and procedure thereat, the transaction of its business, and the good ordering and government of the college;
(b) to appoint the principal, who shall be the chief executive officer, the registrar, the bursar, the librarian, all heads of faculties and heads of different departments under the faculties, and all professors and lecturers of, and in, the college, and all such officers, clerks, employees, and servants, as the board may deem necessary; and to fix their salaries or remuneration; and to define their duties and their tenure of office or employment which, unless otherwise provided, shall be during the pleasure of the board;
(c) to appoint the representative of the college on the senate of The University of Manitoba, or any other university with which the college shall become affiliated;
(d) to fix and determine all fees to be paid to the college, including for board and lodging;
(e) to conduct courses of study in theology and divinity as recommended by the general council and the consistory or either of them, and leading to any certificate, diploma, or degree, therein;
(f) to conduct courses of study leading to any certificate, diploma, or degree, of The University of Manitoba, or of any other university with which the college may become affiliated, in compliance with the requirements of the senate of the said university;
(g) to determine upon, and to provide for, the establishment of, or abolition of, or any changes in, faculties, departments, chairs, lectureships, fellowships, or scholarships, in harmony with the provisions of the general council, the rulings of the consistory and this Act;
(h) to appoint a secretary, treasurer, or secretary-treasurer, auditors, and other officials;
(i) to exercise purely internal disciplinary jurisdiction over students of the college with power to fine, suspend, or expel;
(j) to erect, construct, and maintain, with the consent of the general council or the consistory, all such buildings as the board may deem necessary or convenient for the purposes of the college; and to alter, repair and improve same;
(k) to do all such things as the board may think incidental or conducive to the attainment of the purposes and objects, and the exercise of the powers, of the college.
17(2) In the appointment of the principal and of the head of the theological faculty, and in the appointment of any professor, assistant professor, or lecturer, to the faculty of theology, the board shall first obtain approval of the consistory; and, when such approval is given, the board may then make the appointment.
17(3) In the event of the dismissal of the principal, or of the head of the theological faculty, or of any professor, assistant professor, or lecturer, of the theological faculty, the board shall submit such dismissal to the consistory for approval, and, when such approval is given, the board may then give effect to the dismissal.
17(4) Nothing in this section shall in any way restrict the right of the board to suspend any member of the teaching staff.
17(5) Neither the arts faculty including the collegiate department, nor the theological faculty shall be abolished or discontinued by the board without the approval and the consent of the general council or the consistory.
17(6) The board alone shall have power to authorize expenditures and make financial commitments.
17(7) The action of the board in any matter with which it may deal shall be by resolution or by-law, as the board may determine, but it shall not be essential to the validity of any resolution or by-law that it be under the corporate seal of the college if it is authenticated in the manner prescribed by the board.
18 No member of the board shall as such receive any salary or emolument, but the board may authorize the payment of actual expenses of the members of the board while attending meetings or while engaged in work for the college.
19 The board shall keep proper records and minutes of all its proceedings and shall keep proper books of account of the financial affairs of the college, and present yearly reports of the college, accompanied by a duly audited financial statement, to the consistory.
20 There shall be one senate, which shall be composed of two divisions as follows:
(a) the arts division of the senate consisting of:
(i) the principal,
(ii) the head of the arts faculty and all members of the arts teaching staff,
(iii) the deans of residence and the head of collegiate department, and
(iv) two members nominated by the board because of their knowledge of, and interest in, arts training, and approved by the consistory, and
(b) the theological division of the senate consisting of:
(i) the principal,
(ii) the head bishop or the resident bishop of The Ukrainian Greek Orthodox Church of Canada,
(iii) the administrator of the said church,
(iv) the head of the theological faculty and all members of the theological teaching staff, and
(v) two members nominated by the board because of their interest in, and knowledge of, theological training, and approved by the consistory.
21(1) The senate shall have charge of the reception, academic superintendence, and discipline, of the students and of all other persons within the college.
21(2) The senate may determine the degrees in theology and divinity, including honorary degrees, diplomas, and certificates of standing therein, to be granted by the college, and the persons to whom they shall be granted, on the recommendation of the appropriate division.
21(3) The senate may confer all degrees, and grant diplomas and certificates of standing in theology, and grant other certificates of standing as may be required.
21(4) The senate may make rules and regulations for its meetings and the transaction of its business, appoint such committees as it may deem necessary, and define what number of membership present shall constitute a quorum of the senate or of its committees.
21(5) The senate may regulate the order, form, size, and wording, of diplomas and certificates of proficiency, on the recommendation of its appropriate division.
22(1) The theological and arts divisions of the senate shall operate separately, and the head of each faculty shall be the chairman of the respective division of the senate.
22(2) Subject to the control, authority, direction, or approval, of the senate and its general policy, each division of the senate shall have responsibility for the academic details of its division, and shall appoint its own secretary, who shall keep the minutes of the meetings of the division, and records, and shall submit the records of examinations and the standing of students at the close of session to the registrar.
22(3) Each division shall make provision for consultation with students as to courses of study and the filling in of registration cards before presenting them to the registrar.
22(4) The senate shall be responsible for the management of the library, each division of the senate having primary responsibility for the selection of the books for its section of the library.
22(5) The senate shall make report of its transactions yearly to the board; and shall, before beginning of each session, make an estimate of the financial requirements for the library.
22(6) The senate shall not spend money or make financial commitment without authorization of the board.
23 The board may delegate to the senate, and take away from the senate, such other duties and powers as it may from time to time deem expedient.
24 The senate shall assume and perform the duties and exercise the powers from time to time delegated to it by the board.
25 All the powers conferred on the senate by this Act shall be subject to the plenary powers vested in the board; and the board may alter, modify, or set aside, any action of the senate.
26(1) Subject to subsection (2), the principal shall
(a) be chairman of the senate;
(b) call meetings of the senate; and
(c) with the registrar, sign all parchments, diplomas, certificates of standing, and other documents of academic standing.
26(2) The signature of the head of the theological faculty shall in addition be affixed to all diplomas or other documents granted pursuant to section 10.
26(3) The senate shall appoint from time to time from among its members a vice-chairman who, in the absence of the principal, shall have all powers of the chairman of the senate.
27 If any question shall arise as to the powers and duties of the senate, the principal, or any other officer or servant of the college, or of anybody therein not definitely provided for in this Act, the same shall be settled and determined by the board, whose decision shall be final.
28 Where power is given to the senate, or to any other body or person to make recommendations to the board in relation to any matter, the board may, of its own motion and without any recommendation, exercise its plenary powers in relation to such matter.
29(1) The membership of the college shall consist of all persons who contribute such initial sum, and thereafter such yearly sum, as the board may by resolution determine, to the funds of the college.
29(2) The board may grant life membership to any person who contributes the sum of $100. or more to the funds of the college.
29(3) The names of all annual members of the college, and the names of all life members of the college, shall be recorded in a book kept for that purpose; and all such members shall have right to take part in annual meeting of the college.
30(1) A general annual meeting of the members shall be convened at such time and place in the city of Winnipeg, as the board shall appoint.
30(2) Notice of the general annual meeting shall be given in the official organ of The Ukrainian Greek Orthodox Church of Canada at least 14 days previous to the date of such meeting.
31 The general annual meeting shall appoint six members to the board of directors pursuant to clause 11(1)(c), provided that if, for any cause, the general annual meeting shall not be held, the six members of the board last appointed by the general annual meeting shall continue in office until such general annual meeting is held and their successors are appointed.
32(1) The board shall submit a yearly report to the general annual meeting for its consideration, showing the condition of affairs of the college and including the treasurer's report, receipts, disbursements, and all other matters bearing on the interests of the college.
32(2) The board shall submit a copy of the minutes of general annual meeting to the consistory within 30 days after the meeting.
33 The general annual meeting may make recommendations for the guidance of the board, and the board may accept and act on such recommendations, if the said recommendations are not contrary to this Act or to the policy of the college, or repugnant to the laws of the province.
34 The general council may make provision in connection with the college, and as a part of the proper work thereof, for the education of students in theology under the authority and according to the faith, dogma, principles, and standards, of The Ukrainian Greek Orthodox Church of Canada.
36 No member of the college or of the board shall be individually liable or accountable for debts, contracts, acts, or defaults, of the college.
NOTE: This Act replaces S.M. 1946, c. 108.
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