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RSM 1990, c. 168
The St. Charles Country Club Incorporation Act
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WHEREAS the persons hereinafter named, by their petition, prayed that St. Charles Country Club should be incorporated: Frederick H. Brydges, Augustus M. Nanton, Frederick W. Drewry, J. Stewart Tupper, Honourable Robert Rogers, John Stanley Hough, James R. Waghorn, Thomas Graham Mathers, Robert Fortune, John Donald Cameron, Samuel P. Clark and F. W. Peters;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate St. Charles Country Club, assented to January 31, 1905;
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 St. Charles Country Club, (hereinafter referred to as "the club") is continued as a corporation consisting of those persons who are members of the club on the coming into force of this Act and those persons who shall thereafter become members.
2 The club is hereby authorized, in carrying on and maintaining its object, to acquire, by lease, purchase, gift or otherwise, and to own and hold property, real, personal and mixed, at such prices and upon such terms and conditions as may be agreed upon, and to improve and use the same by the construction of such buildings, paths, tracks, drives, golf links, tennis courts, and to make such provision for games and sports, works and improvements, either inside or outside the property of the said club, as are necessary and as may be deemed proper, and the same or any part thereof from time to time to sell, alienate, exchange, mortgage, lease or otherwise dispose of as the club may deem expedient.
3 The capital stock of the club shall be $100,000 - one hundred thousand dollars, divided into one 1,000 shares of 100 dollars each. No transfer of shares shall be made except by consent of the board of governors hereinafter named; 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, and calls may be made upon such stock, in such instalments and upon such notice, as shall be regulated by the by-laws of the club. No shareholder shall hold, own, or vote on more than one share in the capital stock of the club.
4(1) The affairs of the club shall be under the management of a board of governors, composed of twelve members, of whom eight shall each be a shareholder in his own right; and each of them shall be a member in good standing in the club.
4(2) Governors shall be elected at the annual meeting of members, or at a meeting of members for that purpose called in such a manner, and at such place and time, as the by-laws of the club may provide; and in the absence of a by-law, then as the board of governors may decide.
4(3) The election of governors and all other questions voted on at a meeting of members shall be decided by a plurality of votes of the members, and each member is entitled to one vote, and a member is entitled to vote by proxy as provided in the by-laws.
4(4) Each governor shall remain in office for the period fixed by by-law approved by the members, and thereafter until his successor is elected; but the terms of office of at least one-third of the governors shall expire each year.
4(5) A retiring governor is eligible for re-election.
4(6) Where a governor resigns, or any vacancy occurs by reason of the death of a governor or otherwise, the remaining governors may fill the vacancy by the election of a duly qualified member, who shall act until the next annual meeting, when a governor to fill the vacancy for the unexpired term shall be elected in addition to those to be regularly elected.
5(1) The governors may delegate any of their powers to committees consisting of such members of the club as they think fit.
5(2) Any committee so formed shall, in the exercise of the powers so delegated, conform and be subject to any directions, restrictions, and regulations, that may from time to time be imposed upon it by the governors.
6 The board of governors shall have power to make by-laws, rules and regulations, not contrary to law or to the provisions of this Act, with power to amend, repeal and re-enact the same, for all purposes relating to or bearing on the affairs, business and property of the club, its management, government, aims, objects and interests, to regulate the allotment of stock, and making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof, the transfer of stock, the term of service of governors, the appointment, functions, duties and removal of all agents, officers and servants of the club, their remuneration, the time at which and place where the annual meetings of the club shall be held, the calling of meetings, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, the admission of associate and honorary members to the privileges of the club, the fixing of the amount of the admission and annual fees and the collecting thereof, the suspension and expulsion of members, and the conduct in all other particulars of the affairs of the club; but every such by-law, and every repeal, amendment and re-enactment thereof, unless in the meantime confirmed at a general meeting of the club duly called for that purpose, shall only have force until the next annual meeting of the club; and in default of confirmation thereof shall at and from that time only cease to have force, and in that case no new by-law to the same or like effect shall have any force until confirmed at a general meeting of the club.
7 No share in the capital stock of the club can be owned or held by a partnership or corporation, and the holder of a share shall not be entitled to any of the privileges of the club house or grounds, or be capable of being elected one of the board of governors, or of attending or voting at any meeting of the members, unless and until such person has been duly elected and then is a member of the club, pursuant to the by-laws, rules and regulations.
8 No remuneration shall be paid to any governor as such or by virtue of any office occupied by him, except as authorized by the by-laws of the club.
9 No member of the board of governors shall be personally liable for the debts, torts, contracts or liabilities of the club beyond the amount remaining unpaid upon his stock.
10(1) The club shall have power from time to time to borrow money, and for such purpose may raise or borrow any sum or sums of money by the issue of negotiable instruments, bonds, debentures or other instruments, on such terms as it may think proper, and may pledge or mortgage all the property and assets, real and personal, and income of the club or any portion thereof, to secure the payment of the moneys so borrowed or the interest thereon.
10(2) The consent of the majority of those voting at a meeting of members duly called for that purpose shall be first held and obtained for the issue of bonds or debentures or the pledging or mortgaging of the property, assets or income of the club.
10(3) Notice of any such meeting shall be given in the manner, and for the length of time, prescribed by the by-laws of the club in that behalf.
11 In all matters not provided for by this Act, and where not inconsistent with any matter herein contained, the provisions of The Corporations Act for the time being in force shall apply to the said club as if the same were incorporated in this Act, with such modifications as the circumstances require.
NOTE: This Act replaces S.M. 1905, c. 70.
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