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RSM 1990, c. 217
The Providence University College and Theological Seminary Incorporation Act
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WHEREAS R. Wesley Affleck, Clergyman, Stewart M. Battram, Barrister-at-law, Abraham Buhr, Barrister-at-law, William Ellis, Tinsmith, Robert Gemmel, Architect, Dr. Herbert Harlow Janetzki, Clergyman, Hugh L. MacKinnon, Wholesale Merchant, William Pearce, Banker, Harry D. Slater, Express Manager, Stanley Steinman, Teacher, Walter D. Shunk, Clergyman, all of the City of Winnipeg, in the Province of Manitoba, for a number of years carried on the work of Christian Education in Winnipeg and St. James, Manitoba, under the name Winnipeg Bible Institute;
AND WHEREAS it was desirable that the institution have power to carry on instruction and teaching in such branches as might be determined by it;
AND WHEREAS those persons, by their petition, prayed that the institution should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate "Winnipeg Bible Institute and College of Theology", assented to April 22, 1948;
AND WHEREAS that Act was subsequently amended and the name of the corporation changed to Winnipeg Bible College and Theological Seminary;
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 Providence University College and Theological Seminary (hereinafter referred to as "the corporation") is continued as a corporation consisting of those persons who are members of the corporation on the coming into force of this Act and such other persons as may become members of the corporation, in accordance with the statutes and ordinances or by-laws of the corporation.
2 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, with gardens or pleasure grounds pertaining thereto, and may sell, alienate and dispose of them, and other in their stead purchase, acquire and hold for the uses and purposes aforesaid.
3 The corporation shall have power and authority to take, accept or receive to the use and to and for the purposes of the corporation, any and all lands, tenements and hereditaments, and any and all property, movable and immovable, stocks, lands, debentures, or securities for the payment of money by purchase, gift, devise, bequest or otherwise however, and shall have and hold every of one them and every part thereof, to and for the use and purpose of the corporation.
4 The corporation 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, at the passing of this Act, or at any future time, become seized, possessed or in any way 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 corporation.
5(1) Subject to subsections (2) to (7), the corporation may
(a) invest money in real, personal or mixed property, and vary, realize, convert, sell or dispose of such investments; and
(b) lend and invest money by way of mortgage, hypothec or charge upon real or personal property and for that purpose do the following:
(i) take, receive and accept mortgages or assignments of mortgages, whether made or executed directly to the corporation or to any person or entity in trust for it,
(ii) sell, grant, assign, transfer and discharge such mortgages or assignments, in whole or in part.
5(2) For the purpose of this section, the money that the corporation may invest is money that belongs to the corporation or is held by it in trust.
5(3) The corporation's power to invest is subject to any limitations imposed by a trust.
5(4) In exercising the power to invest, the corporation must exercise the care, diligence and skill that a reasonable and prudent person should exercise in administering the property of others.
5(5) The corporation has all the powers necessary to invest, including, but not limited to, those powers set out in subsections (6) and (7).
5(6) The corporation may enter into one or more agreements with any financial institution, trust company or other person with respect to the custody, management and ownership of
(a) all or part of the money belonging to the corporation or held by it in trust; and
(b) any other real, personal or mixed property belonging to the corporation.
Such an agreement may be amended, terminated or revoked by the corporation.
5(7) The corporation may retain and engage one or more persons who have specialized or technical knowledge
(a) to provide advice to the corporation regarding investments or administration of the corporation's property; and
(b) to make and manage investments on behalf of the corporation in any manner that the corporation directs.
6 All the property of every kind whatsoever of which the corporation shall at any time be seized, possessed or in any way interested in, as well as any income, interest, dividends, rents, issues or revenues therefrom arising or accruing, shall from time to time and at all times, be exclusively, applied and appropriated to the maintenance and support of the corporation and the advancement and promotion of the training and education of the pupils and scholars therein, and to no other purpose or object.
7 The corporation may by all lawful ways and means, carry on such educational work as may be determined by it, and may continue, enlarge, and perpetuate, the corporation, and to this end may make and establish such rules, orders and regulations not contrary to law or to any Act of the Legislature or any regulations thereunder, as to it shall seem expedient, as well in respect of the course and system of training and instruction in the said school as in respect of the teachers, pupils and scholars thereof.
8 The affairs of the corporation shall be managed by a board of directors consisting of the membership of the corporation.
9 The board of directors shall at its first meeting after the annual meeting of the corporation appoint from among the members thereof a chairman, a secretary, a treasurer and such other officers as the corporation may require.
10 The board of directors may, in addition to exercising the powers herein conferred upon it or by law vested in, or incident to, a corporation aggregate, draw up, pass and enact statutes and ordinances, or by-laws, for the holding of annual, general, or special meetings, the appointment and continuance in office of the directors, naming the number of directors who shall constitute a quorum for the transaction of business of the corporation and the exercising of the power thereof, for the admission of persons desirous of becoming members of the corporation, for the appointment of teachers, and the prescription of the course of study, instruction, training, discipline, and for whatsoever else in their discretion may be deemed needful and expedient for the welfare of the corporation and for any and all other matters and things connected with or incident to the corporation.
11 All the estate and property, rights and credits both real and personal, held by the trustees of Winnipeg Bible Institute for and on behalf of Winnipeg Bible Institute are hereby vested in the corporation; and all debts owing by Winnipeg Bible Institute shall be paid and discharged by the corporation.
12(1) The board of directors shall have the whole management of the financial affairs of the corporation, and shall receive and distribute all its moneys, keep and manage all its property and transact all business relating to the property and money committed to its care, in accordance with this Act.
12(2) The board of directors may set
(a) the terms and conditions of an agreement described in subsection 5(6) that the board considers necessary or advisable, including
(i) setting out the manner of the custody, management and ownership of the money and property referred to in that subsection,
(ii) providing advice to the corporation regarding investments or the administration of the money and property referred to in that subsection,
(iii) permitting a party to the agreement to act as a trustee of the corporation, and
(iv) permitting a party to the agreement to make and manage investments on behalf of the corporation in any manner that the corporation directs; and
(b) the terms and conditions under which, or the manner in which, experts may be retained or engaged by the corporation under subsection 5(7).
13 All transfers, deeds, mortgages and other instruments or documents to which the corporation is a party shall be deemed to be properly executed by the corporation if the corporate seal is affixed thereto, attested by the signature of the chairman or vice-chairman of the board of directors and of either the secretary of the said board or the president of the corporation, or by such other persons as the said board may by resolution appoint for that purpose.
14 No member of the corporation shall be individually liable or accountable for the debts, contracts, acts or defaults of the corporation.
15 The corporation shall when thereunto required by the Minister of Advanced Education and Literacy, render an account in writing of its affairs, which account shall set forth in particular the annual income derived from lands, tenements and hereditaments held or owned by the corporation, other income and the source whence it is derived, and the members of the corporation; the number of teachers employed in the various branches of education, and the course of instruction.
16 The corporation shall have, hold and continue to exercise the right, power and privilege in the name of the corporation to grant degrees, including honorary degrees, diplomas and certificates which may be deemed necessary or useful for carrying into effect the object and purposes of the corporation.
NOTE: This Act replaces S.M. 1948, c. 102.
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