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The Talmud Torah Foundation Incorporation Act
This is an unofficial version.
If you need an official copy, use the bilingual (PDF) version.

This version is current as of July 19, 2017.
It has been in effect since November 14, 1990, when this Act came into force.
 

RSM 1990, c. 191

The Talmud Torah Foundation Incorporation Act

WHEREAS the persons hereinafter named were desirous of ensuring the perpetual existence and continuity of education in the tenets and practices of traditional Judaism in the Province of Manitoba, and for such purposes were desirous of ensuring the perpetual existence and maintenance of The Winnipeg Hebrew School, a parochial school providing such education and operated by The Winnipeg Hebrew School (hereinafter referred to as "the school"), a corporation incorporated by private Act of the Legislative Assembly of Manitoba;

AND WHEREAS to achieve this end the persons hereinafter named were desirous of associating together to create a charitable foundation to receive donations in trust as hereinafter provided devoted perpetually to the operation, conduct and maintenance of the said parochial school so as to preserve and foster such education in the Province of Manitoba;

AND WHEREAS the persons hereinafter named, by their petition, prayed that the Talmud Torah Foundation should be incorporated:  Saul Benjamin Zitzerman, Barrister-at-law, Oscar Bert Grubert, Barrister-at-law, and Irwin Witty, Rabbi, all of the City of Winnipeg, in the Province of Manitoba;

AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to Incorporate The Talmud Torah Foundation, assented to May 22, 1969;

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;

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

Continuation

1           The Talmud Torah Foundation (hereinafter referred to as "the foundation") 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.

Head office

2           The head office of the foundation shall be in the City of Winnipeg, in the Province of Manitoba.

Board of governors

3(1)        The affairs of the foundation shall be administered by a board of governors (hereinafter referred to as "the board") consisting of 12 persons.

Honorary governor

3(2)        The board may, with the affirmative vote of nine of its members, appoint any member of the foundation as an honorary governor for such period of time as it may prescribe.

Officers

4           The board shall from time to time elect from among its members a chairman, vice-chairman, recording secretary, financial secretary and an investment chairman, whose duties shall be prescribed by by-law of the foundation and the board may appoint, name and classify any other officers it deems necessary or expedient in the interest of the foundation.

Ex-officio members

5           The following persons shall be ex-officio members of the board entitled to attend all meetings thereof:

(a) the principal of the school;

(b) the president or chairman of the board of the school;

(c) the chairman of the board of education of the school;

(d) a member of the foundation appointed an honorary governor;

but such persons shall have no right to vote on any matter or thing whatsoever at any of such meetings.

Decisions of board

6           Subject to the provisions of subsection 3(2) and section 21, all decisions of the board and all powers, authority and discretion exercisable by the board shall be made and exercised by a majority decision of the members thereof, present at any duly constituted meeting.

Qualification of membership on board

7           Except for ex-officio members, all other members of the board shall be elected from residents of Manitoba for a term to be fixed by the by-laws of the foundation not to exceed three years; but members of the board shall be eligible for re-election provided however that no persons shall be eligible to serve on the board for more than three consecutive terms.

Investment committee

8           The board shall appoint an investment committee consisting of the investment chairman and four other members of the board whose duty it shall be to recommend to the board any and all investments to be made by the board from the donations received by the foundation and the investment chairman, with the prior consent of the board shall have the power to engage counsel, consultants and advisors, with respect to determining investments to be recommended to the board.

Non-liability

9           No member of the foundation shall be individually liable or accountable for the debts, contracts, acts or defaults of the foundation.

Powers

10(1)       The corporation has all the powers necessary to do such things as are incidental or conducive to the attainment of its purposes and objects, including, without limiting the generality of the foregoing, the power to

(a) receive and accept gifts, donations, devises, bequests, grants and transfers of property of every kind and description, whether real or personal and wheresoever situate;

(b) acquire, purchase, own, hold, control, receive income from, develop, manage, administer and subject to any terms, provisions or conditions attached to any gift, donation, devise or bequest, or to any property, by the donor thereof, sell, assign, transfer, exchange, lease, let, give, distribute, turn to account or otherwise in any way dispose of or deal with property of every kind and description, whether real or personal and wheresoever situate;

(c) observe, carry out, perform and give effect to all terms, provisions and conditions which in any instance may be attached by the donor to any gift, donation, devise or bequest of any property, and expressed in the instrument creating such gift, donation, devise, bequest or trust;

(d) from time to time appoint The Winnipeg Foundation or a trust company to have the custody and management of all or any portion of the property of the foundation, whether real or personal, and to act as trustees thereof for the foundation, upon such terms and conditions as the foundation may deem proper, and to enter into agreements with The Winnipeg Foundation or the trust company with regard thereto, and at any time revoke any such appointment, trust or agreement;

(e) enter into such contracts as in the opinion of the foundation may be necessary or desirable;

(f) apply the income of the funds, investments and properties of the foundation in furtherance of the purposes and objects of the foundation in such manner as the foundation may deem proper; and

(g) do and perform all such acts and things as bodies corporate generally can do and perform.

Capacity

10(2)       The foundation shall have the general capacity which attaches, at common law, to corporations incorporated by royal charter under the great seal.

By-laws, etc.

11          The board may make such by-laws, rules and regulations as it may deem necessary or advisable for the due carrying out of the purposes and objects of the foundation, and for regulating the carrying out of the duties and powers of the foundation and, without restricting the generality of the foregoing, may make by-laws, rules and regulations with respect to

(a) the calling and holding of all meetings of the board and the foundation, the time and place of such meetings, the quorum and the procedure in all things to be followed at such meetings;

(b) the election of one of its members to be chairman, and another to be vice-chairman, of the foundation;

(c) the appointment, functions, duties, and removal, of all officers, servants and agents of the foundation and their remuneration;

(d) the adoption of a common seal;

(e) the fixing of the fiscal year of the foundation;

(f) the execution of deeds, transfers, conveyances, assignments, contracts, agreements, orders, directions, requisitions, notices and other instruments on behalf of the foundation;

(g) the conduct in all other particulars of the affairs of the foundation, and the administration, management and control of the properties of the foundation; and

(h) the auditing of the accounts of the foundation;

and the foundation may repeal, amend, or re-enact the same at any time and from time to time.

Appointments of agents and employees

12(1)       the board may appoint such officers and engage such employees, solicitors, real estate agents, stock brokers, trust companies, and other trustees at such salaries or for such remuneration as the board may deem proper and necessary, and may incur such expenditures incidental to the conduct of the affairs of the foundation and carrying on of its objects as to the board may appear proper and the board shall approve of the payment of all such salaries, remuneration and expenditures before payment thereof shall be made.

Powers of trustees for foundation

12(2)       A trust company having the custody and management of all or any property of the foundation

(a) may make such investments, re-investments, conversions, sales or dispositions thereof as may from time to time appear necessary or desirable, but no investment shall be made other than in investments and securities in which trustees are authorized by the laws of the province to invest trust funds;

(b) shall observe, carry out, perform and give effect to all terms, provisions and conditions which may in any instance be attached to a gift, donation, devise or bequest of any property by the donor thereof and expressed in the instrument creating such gift, donation, devise, bequest or trust;

(c) subject to the provisions of clause (b), shall give effect to and observe all written directions of the foundation with regard to any property entrusted to it by the foundation under the provisions of this Act; and

(d) shall apply and disburse the income arising from the funds, properties and investments of the foundation to the foundation or pursuant to the written directions of the foundation and is under no obligation to see to the application of such income.

Distribution of assets on winding-up

13          Upon the dissolution or winding-up of the foundation, its assets, after all its debts and liabilities have been paid, shall be distributed to other charitable organizations in Canada.

Authority to invest

14          The foundation shall have power to retain investments in the form received by the foundation so long as the foundation thinks it proper, but the foundation shall not make any new investments or invest any moneys as come into its possession or control in other than securities and investments in which a trustee is authorized to invest trust funds under The Trustee Act or in which life insurance companies are permitted to invest their trust funds under the Canadian Insurance Companies Act (Canada), and amendments thereto, and may advance moneys to protect any estate, trust or property entrusted to it and may charge lawful interest upon such advances.

Administration of capital and income

15          Except as in this Act otherwise provided, in the absence of any direction by the donor, all contributions shall be invested and the net income therefrom shall be devoted in perpetuity to any purpose within the scope of the foundation and if so directed by donor in an instrument creating a trust or effectuating a gift to it, the foundation may administer the capital thereof, and distribute the income therefrom for any purpose within the scope of the foundation.

Use and distribution of funds

16          All money available to the foundation for distribution in each fiscal year shall be used and distributed only in and towards the conduct, operation and maintenance of the school.

Form of donations

17          Any form of words shall be sufficient to constitute a gift, donation, devise or bequest for the purposes of this Act so long as the donor includes a desire to contribute, presently or prospectively to the foundation, and this Act shall be construed liberally and in furtherance of making gifts to the foundation for any purpose within the scope of the foundation effective.

Exercise of powers of appointment

18          Where a donation has been made to the foundation in trust of any property to take effect in the future, the board may accept and exercise any and all powers of appointment settlement, or distribution with respect to the income in whole or in part derivable from such property in the interim, and may nominate executors and trustees in the manner provided in the instrument creating the trust.

Trusts beyond objects of foundation

19          Where property has been given, donated, devised or bequeathed to the foundation, and the donor is desirous that a part of the income derivable therefrom shall be used for a purpose or purposes other than those set out in this Act, and so indicates in the instrument creating the gift, donation, devise or bequest, the foundation may accept and exercise the trust in respect of the use and distribution of such part as fully and effectually as in respect of the remainder of such income.

Use of capital

20          Notwithstanding anything in this Act contained, the board may, with the affirmative vote of nine of its members, in respect of any part of the total value of capital moneys and property of the foundation exceeding $500,000., encroach upon and use at any time any part of such excess for any purpose which the board deems vital for the continued existence of the school.

Varying trust provisions

21          The board shall be governed by any particular wish that may be expressed by the donor in the instrument creating a trust, but if in the course of time after the death of the donor conditions should arise whereby, in the opinion of the board, the departure from such wishes would further the true intent and purpose of this Act, the board shall have power in its absolute discretion to make such departure to the extent necessary to further such true intent and purpose.

Annual audit

22          The foundation shall cause an audit to be made once in every fiscal year by an independent auditor of the receipt and disbursements of each separate donation and shall cause to be published a certified statement by such auditor in any daily or weekly newspaper circulating in the City of Winnipeg, showing

(a) in detail, the investments made of all funds donated to and vested in the foundation;

(b) the amount of income received during the preceding fiscal year;

(c) the purpose for which the income was used;

(d) a classified statement of the expenses of the board;

(e) the amount of property which donors have set apart for the benefit of the foundation to become effective in the future;

(f) the names of all donors

(g) such other matters as the board may require;

unless all of the assets of the foundation are being administered by a trust company.

NOTE:  This Act replaces S.M. 1969 (1st sess.), c. 34.