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RSM 1990, c. 216
The Winnipeg Art Gallery Incorporation Act
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WHEREAS for many years there existed an unincorporated charitable association known as The Winnipeg Art Gallery Association;
AND WHEREAS certain persons, by their petition, prayed that The Winnipeg Art Gallery should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate The Winnipeg Art Gallery, assented to May 6, 1963;
AND WHEREAS the persons hereinafter named, who were the members of the board of governors of The Winnipeg Art Gallery Association, were the first members of the corporation: Mary Eileen Abbott, Edmund Allan, George Aitken, Jacques Joseph Bernard, Virginia Gingerick Berry, Perry Stafford Bower, John Noel Thompson Bulman, Elswood Roscoe Eastman Chaffey, Roland Gerard Couture, Albert Gerald Culver, Eleanor Edmond, James Robert Finlay, Roger James Hansell, Thomas John Harrison, Charles Richard Hiscocks, Jacob Hoogstraten, Gordon Hall Horner, William Arthur Johnston, William Darrell Laird, Clara Lander, Duncan Craig Lennox, John Alexander MacAulay, Herbert Henry Gatenby Moody, William Kenneth McIntyre, Dorothy Anna Naylor, Samuel B. Nitikman, Bernard Noonan, Gordon Peter
Osler, William Lawrence Palk, Helen Kathleen Purves, William McGillivray Rait, John Alonzo Russell, Stewart Augustus Searle, the Elder, George Henry Sellers, Gerald Sidney Swindell, Lucille Marion Skynner, Edith Irene Tennant, Edgar James Thomas, Arthur James Vincent, Richard Emerson Williams, Allan Harvie Waisman, and Eric Nicholas Wright;
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:
1 The Winnipeg Art Gallery (hereinafter referred to as the "gallery") is continued as a corporation consisting of those persons who were members of the corporation on the coming into force of this Act and such other persons as may from time to time become members.
2(1) The purposes and objects of the gallery are
(a) to promote and cultivate the fine and applied arts and to establish and maintain an art gallery, and collections and exhibitions of paintings, sculpture, engravings, and other works of art, and an art library;
(b) to conduct exhibits of pictures and other objects of art from time to time;
(c) from time to time to preserve and exhibit in suitable manner such pictures and other works of art as may be secured by the gallery from time to time;
(d) to facilitate the education and training of those desirous of applying themselves to art studies from time to time; and
(e) generally to encourage, promote and futher art in all its branches within Manitoba.
2(2) No part of the income or assets of the gallery shall enure to the personal profit of, or be paid or payable to, any member of the gallery by reason only of his membership therein.
3 The corporation has all the powers necessary to do such things as are incidental or conducive to the attainment of its objects, including, without limiting the generality of the foregoing, power
(a) with a view to furthering the purposes and objects of the gallery, to purchase, acquire, accept, receive, whether by way of purchase, grant, donation, gift, devise, bequest or otherwise, and to own, hold, control, receive income from, improve, develop, manage, administer, and, subject to any terms, provisions or conditions attached to the donation or gift of any property by the donor thereof, to sell, assign, transfer, exchange, lease, let, turn to account or otherwise dispose of, or deal with, property of every kind and description, whether real or personal and wheresoever situate;
(b) to entrust to one or more trust companies or The Winnipeg Foundation the custody and management of all or any portion of the property received or held by the gallery in such manner, and on such terms and conditions as the board of governors of the gallery may deem proper, and to enter into agreements with such trust companies or The Winnipeg Foundation with regard thereto;
(c) to borrow, from any chartered bank or banks or from any corporation or person, such sum or sums of money as may be required for the purposes of the gallery and to give promissory notes or other evidence of debt in connection therewith, and, if deemed necessary or expedient, to assign, mortgage or pledge any of its properties or assets to secure the repayment of any money borrowed;
(d) to invest or re-invest all funds and moneys of the gallery in securities authorized by the laws of the province for the investment of trust funds, or in any securities which are considered eligible as investments for insurance companies under the Canadian and British Insurance Companies Act (Canada), as amended;
(e) to establish and maintain one or more art galleries, art libraries, collections and exhibitions of paintings, sculpture, engravings or other works of art;
(f) to conduct exhibits of pictures and other objects of art from time to time; and
(g) to assist by way of grants, gifts, loans, prizes, scholarships, fellowships, employment or otherwise howsoever, those desirous of applying themselves to art studies.
4 The number and qualifications of members, the various classifications of members, the voting and other rights attaching to each classification, the conditions of, circumstances and manner of entry into and termination of membership and generally the conditions, privileges and obligations attaching to membership in the gallery, shall be such as may be determined from time to time by by-law of the board of governors hereinafter referred to.
5 The property, business and affairs of the gallery shall be managed by a board of governors (herein referred to as the "board") as may be determined from time to time by the members of the gallery in the manner provided in its by-laws.
6(1) The board may make such by-laws, rules and regulations, not contrary to law, as it deems necessary or advisable for the due carrying out of the purposes and objects of the gallery; and, without restricting the generality of the foregoing, may make by-laws, rules and regulations, not contrary to law, with respect to
(a) the adoption of a common seal;
(b) the appointment, functions, duties and removal of all officers, servants and agents of the gallery and their remuneration;
(c) the election or appointment of persons to the board and their term of office;
(d) the time and place of the calling and holding of all meetings of the board and of the members of the gallery, and the quorum and the procedure in all things to be followed at such meetings; and
(e) the conduct in all other particulars of the affairs of the gallery;
and may repeal, amend or re-enact any by-law, rule or regulation.
6(2) Every by-law, rule and regulation and every repeal, amendment or re-enactment thereof shall have force and effect until the next ensuing general meeting of the members of the gallery and, in default of confirmation thereat, shall at and from that time cease to have validity, force or effect.
6(3) Nothing contained in this section shall in any way detract from the rights, powers and privileges of the members in general meeting to make such by-laws, rules or regulations with respect to any of the affairs of the gallery as the members see fit.
7 The principal office of the gallery shall be at The City of Winnipeg or at such other place within Manitoba as determined by the board of governers.
8(1) Subject to subsection (2) hereof, the gallery shall observe, carry out, perform and give effect to all terms, provisions and conditions which in any instance may be attached by any donor or testator to any donation, gift, bequest or devise to the gallery of any property.
8(2) Nothing herein contained shall impose any obligation on the gallery to accept any donation, gift, bequest or devise which the gallery does not wish to accept.
9(1) The gallery shall cause an annual audit of its accounts to be made at least once in every fiscal year by an independent auditor who shall be a chartered professional accountant authorized to provide public accounting services and who shall be appointed at the annual meeting of the members of the gallery.
9(2) The board shall give full information to the auditor and permit necessary inspections to enable the audits to be made, and shall cause the auditor's report and financial statements, showing the receipts and expenditures of the gallery for the preceding fiscal year and the investments, if any, held by the gallery at the time of the audit for that year, to be laid before the first meeting of the members of the gallery held after completion of that audit.
10 Any form of words shall be sufficient to constitute a donation or gift for the purposes of this Act so long as the donor indicates an intention to contribute, presently or prospectively, to the gallery.
11 On May 6, 1963,
(a) all assets that, at that date, were vested in the association known as The Winnipeg Art Gallery Association, were transferred to and vested in the gallery; and
(b) all liabilities of the said association at that date were charged on the gallery and became liabilities thereof.
NOTE: This Act replaces S.M. 1963, c. 138.
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