Skip to main content
The Winnipeg Canoe Club Incorporation Act
This is an unofficial version.
If you need an official copy, use the bilingual (PDF) version.

This version is current as of September 22, 2017.
It has been in effect since November 14, 1990, when this Act came into force.
 

RSM 1990, c. 219

The Winnipeg Canoe Club Incorporation Act

WHEREAS the Winnipeg Canoe Club, Limited, was incorporated by letters patent under the great seal of the Province of Manitoba, dated June 6, 1893, under The Manitoba Joint Stock Companies Act;

AND WHEREAS the said Winnipeg Canoe Club, Limited, by its petition, prayed that R.K. Hemphill, president, known as commodore; H.P. Story, vice-president, known as vice-commodore; B.J. McLeod, treasurer; E.P. Thompson, secretary; D.F. Macdonald, E.T. Leech, W.B. Trotter, E.N. Ross and Lorne J. Elliott and its other members be incorporated by an Act of the Legislative Assembly of the Province of Manitoba;

AND WHEREAS its prayer was granted, and resulted in the enactment of an Act to Incorporate "The Winnipeg Canoe Club", assented to February 20, 1914;

AND WHEREAS the Minister of Justice has caused the Act to be prepared 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 Winnipeg Canoe 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 such other persons as become members.

Objects

2           The objects of the club are to carry on the business incidental to a canoe club and to promote and carry on any amateur sports.

Capital stock

3           The capital stock of the club shall be 2,000 shares without nominal or par value, but the aggregate consideration for the issue of the common shares without nominal or par value shall not exceed in amount or value the sum of $1,000,000.

No dividends

4           No dividend shall be declared or paid upon or in respect of any share of the capital stock of the club.

Distribution on dissolution

4.1         Upon the dissolution of the club and after the payment of all its debts and liabilities, the remaining property of the club shall be distributed or disposed of to charitable organizations or to organizations the objects of which are beneficial to the community.

S.M. 1991-92, c. 51, s. 2.

Governors

5           The club may by by-law provide for any increase or decrease in the number of governors and for the election or appointment of other officers of the club as may be deemed expedient from time to time.

By-laws, rules and regulations

6           The by-laws, rules and regulations of the club shall be subject to repeal, amendment or change at the annual meeting by a three-fifths majority vote of the members present at such meeting, or at any general meeting called for such purpose, in accordance with the by-laws, rules and regulations of the club.

Powers

7           The club shall have power to make and alter its common seal by by-law to that effect, and shall have power to promote and carry on any amateur sports which may be deemed expedient from time to time, and for such purposes to build, own, equip, alter and maintain any club house or buildings, and to provide for the entertainment of club members and guests as may be deemed expedient from time to time, to purchase, acquire, hold, possess and enjoy, and to have, take and receive to it and its successors, to and for the actual use and occupation of the club, any lands, hereditaments, premises and real and immovable property and estate, and shares or stock in any company affording facilities or conveniences for the better carrying out of the purposes of the club, with all power to sell, alienate, mortgage, lease, exchange and otherwise dispose of the same whensoever the club may deem it expedient so to do, and apply the proceeds thereof for the purposes of the club.  The club shall have power from time to time to borrow money at such rate of interest and upon such terms as it may think proper, and for such purpose may make, execute or issue any mortgage, bonds, debentures or other instruments under the seal of the club, which shall operate as a mortgage and charge against the lands or other assets of the club as security for such loan.

Execution of instruments

8           All such mortgages, bonds, debentures or other instruments shall be sealed with the seal of the club and signed by such officers of the club as may be designated by resolution of the board of governors from time to time.

Negotiable instruments

9           The club shall have power to draw, make, accept and endorse all cheques, bills of exchange and promissory notes necessary for the purposes of the club, under the hands of such officers as may be designated by resolution of the board of governors from time to time of the club, by and with the authority of the board of governors, and in no case shall it be necessary for the seal of the club to be affixed to any such bill or note, nor shall the officers designated by resolution of the board of governors, or any other person or persons appointed in their place or stead, so signing as aforesaid, be personally or individually responsible therefor; provided, however, that nothing herein contained shall be construed to authorize the club to issue notes or bills of exchange payable to bearer or intended to be circulated as money or as bills of a bank.

Liability of members of club

10(1)       No member of the club shall be in any way liable for or chargeable with the payment of any debt or payment due by the club beyond the amount of his indebtedness to the club for his original entrance fee and his annual subscription, and for any unpaid accounts he may have incurred to the club, and any member of the club not so indebted may withdraw and cease to be a member on giving notice to that effect according to the form that may be provided for by the by-laws, rules and regulations of the club, and from thenceforth be free from all duties and payments due by the club.

10(2)       Subsection (1) is subject to the provisions of any by-law or by-laws enacted by the club under this Act and relating to the allotment, price, or ownership of stock, the forfeiture of stock for non-payment, and the disposal of forfeited stock and of the proceeds thereof, the transfer of stock and the restricting of transfer of stock, and the creation and realization of a lien upon stock in respect of any debt owing to the club by the holder thereof.

By-laws, rules and regulations

11          The club shall have power to make by-laws, rules and regulations, not being contrary to law or to the provisions of this Act, with power to amend or repeal the same, for all purposes relating to or bearing on the affairs, business, property, management, aims, objects and interests of the club, and for the admission, retirement and expulsion of members and the allotment of stock, the price of stock, the 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 of the proceeds thereof, and the transfer of stock and the restricting of transfer of stock, and for the creation and realization of a lien upon stock in respect of any debt owing to the club by the holder thereof.

Building restriction agreement

12          In the case of the building restriction agreement heretofore registered by way of caveat in the Winnipeg Land Titles Office as No. 64034, the restrictions or provisions therein contained relating to the said lands or regulating the character, regulation or kind of building erected thereon, or otherwise restricting the use or occupation of the said lands or the said buildings, shall be held not to apply to the above mentioned lands, save as provided for in and by agreement registered in the said land titles office by way of caveat No. 70809, and the club is hereby relieved from all obligation, liability, claim or demand or cause of action which heretofore may or could have arisen under or in respect of the said building restriction agreement first mentioned in this section.

Suits for personal injuries

13          No suit or action shall be brought or maintained against the club by reason of or for damages for any personal injuries which may be sustained by any member of the club or by any other person while such person is a participant in, spectator or attendant at any sports, games or amusements promoted by or carried on under the auspices of the club, unless such person, not being a member, is a spectator only, and has paid to the club any admission fee demanded by the club for the privilege of becoming a spectator at such sports, games or amusements.

NOTE:  This Act replaces S.M. 1914, c. 161.