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The Winnipeg Enterprises Corporation 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. 221

The Winnipeg Enterprises Corporation Incorporation Act

WHEREAS Winnipeg Enterprises Corporation was incorporated by An Act to incorporate Winnipeg Enterprises Corporation, assented to July 26, 1952;

AND WHEREAS the first members of the said corporation were the following:

William Culver Riley,

Ralph Scott Misener,

Karl Gladstone Slocomb,

Robert George Brian Dickson, and six members of the Winnipeg City Council, each to be appointed as a member for a one-year term by the council of the City of Winnipeg;

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           Winnipeg Enterprises Corporation (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 from time to time become members as herein provided.

Objects

2           The objects of the corporation shall be to carry on activities having for their purpose civic improvement, pleasure or recreation, and being of a sporting or community character or the like.

No pecuniary gain

3(1)        The corporation shall be carried on without the purpose of gain for its members.

Disposal of profits

3(2)        Any profits or other accretions to the corporation shall be used in promoting its objects and no part of the income of the corporation shall be payable to, or otherwise available for the personal benefit of, any member as such of the corporation.

General powers

4           In addition to the powers vested in the corporation under The Interpretation Act and any other Act of the Legislature, the corporation may

(a) build, promote, establish, own, maintain, organize, operate, conduct, and manage, an athletic stadium and other buildings and facilities for the conduct of sporting and other activities of all kinds;

(b) acquire by purchase, lease, or otherwise howsoever, build, erect, lay out, prepare, maintain, provide, own, and operate parks, grounds, grand or other stands, arenas, booths, garages, sheds, refreshment rooms, and other erections, buildings, and conveniences, whether of a permanent or temporary nature, and use them, or permit them or any part thereof to be used, on such terms as the corporation thinks fit, for any purposes, public or private, and in particular for any kind of athletic sports or games and for other public gatherings, or meetings or exhibitions and performances;

(c) conduct, hold and promote, athletic sports, matches of all kinds, and exhibitions and performances, and otherwise utilize the property, rights, and assets of the corporation, give and contribute towards prizes, cups, stakes, and other rewards;

(d) charge to, and collect from, the public, entrance and other fees for sports, games gatherings, meetings, exhibitions, performances, matches, shows, entertainments, meetings and for any of the activities of the corporation;

(e) draw, make, accept, endorse, execute, and issue, promissory notes, bills of exchange, bills of lading, warrants, and other negotiable or transferable instruments;

(f) sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with, all or any part of its property and rights;

(g) acquire, hold, improve, alienate, and convey, real estate requisite for the carrying on of the business corporation;

(h) sell or dispose of the undertaking of the corporation or any part thereof for such consideration as the corporation thinks fit, and in particular for shares, debentures, or securities, of any other company having objects altogether or in part similar to those of the corporation;

(i) transfer or otherwise convey to the City of Winnipeg or its nominees, upon request and without receiving any consideration therefor, all or any portion of the assets and undertaking of the corporation;

(j) carry on any other business that seems to the corporation capable of being conveniently carried on in connection with its business, or calculated directly or indirectly to enhance the value of, or render profitable any of the property or rights of the corporation;

(k) enter into any arrangement with any authorities, public, private, governmental, municipal, local or otherwise, that seems conducive to the objects of the corporation, or any of them, and obtain from any such authority any rights, privileges, and concessions that the corporation thinks it desirable to obtain, and carry out, exercise, and comply with, any such arrangement, rights, privileges, and concessions;

(l) purchase, take on lease or in exchange, hire, or otherwise acquire, any personal property and any rights or privileges that the corporation thinks necessary or convenient for the purposes of its business;

(m) apply for, secure, acquire by assignment, transfer, purchase, or otherwise, and exercise, carry out, and enjoy any charter, licence, power, authority, franchise, concession, right, or privilege, that any government or authority or any corporation or other public body is empowered to grant, and pay for, aid in, and contribute towards, carrying it into effect;

(n) carry on all or any of the objects of the corporation as principal, agent, contractor, or otherwise, and either alone or in conjunction with others;

(o) do all such other things as are incidental or conducive to the attainment of the objects of the corporation.

Borrowing powers

5(1)        Subject to subsection (2), if authorized by by-law, duly passed by the directors and sanctioned by the affirmative vote of a majority of the members of the corporation cast at a general meeting of the corporation, the directors may

(a) borrow money upon the credit of the corporation;

(b) limit or increase the amount to be borrowed;

(c) issue bonds, debentures, debenture stock or other securities of the corporation, and pledge or sell them for such sums, and at such prices, as are deemed expedient;

(d) hypothecate, mortgage, or pledge the real or personal property of the corporation, or both, to secure any such bonds, debentures, debenture stock, or other securities, and any money borrowed.

Borrowing on notes, etc.

5(2)        Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted, or endorsed, by or on behalf of the corporation or by over-drawing the account of the corporation with its bank.

Members appointed by City

6(1)        Those persons who are from time to time appointed as members by the council of the City of Winnipeg, shall always be included as members of the corporation.

Powers of board as to membership

6(2)        The number and qualifications of members, the conditions of, rights, obligations, circumstances, and manner, of entry into and termination of membership shall be such as may be determined from time to time by by-law of the board of directors hereinafter referred to.

Directors

7(1)        Subject to subsection (2), the property, business, and affairs, of the corporation shall be managed by a board of directors (hereinafter referred to as "the board") consisting of 17 members of the corporation.

Change in number of directors

7(2)        The corporation may, from time to time, in general meeting, increase or decrease the number of directors; and it may also determine in what rotation any such increased or reduced number is to go out of office.

Qualifications

7(3)        Any person over the age of 18 years and normally resident in the City of Winnipeg or in an adjacent municipality is eligible for election as a director of the corporation.

City of Winnipeg nominees

7(4)        Six of the directors of the corporation shall at all times be nominees of the City of Winnipeg.

Quorum

7(5)        A majority of the directors shall form a quorum for the transaction of business.

Passing of by-laws

8(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 corporation; 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 corporation and their remuneration;

(c) the election or appointment of directors 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 corporation, 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 corporation;

and may repeal, amend, or re-enact them.

Effect of by-laws, etc.

8(2)        Subject to subsection (3), every by-law, rule, and regulation, and every repeal, amendment, or re-enactment, made subsequent to any annual meeting of members, shall have force and effect until the next ensuing general meeting of the members of the corporation and, in default of confirmation thereat, shall at and from that time cease to have validity, force, or effect.

Rights of members preserved

8(3)        Nothing herein detracts 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 corporation as the members see fit.

Head office

9           The head office of the corporation shall be in the City of Winnipeg, in the Province of Manitoba.

Corporations Act

10          The provisions of The Corporations Act, to the extent that they are applicable, shall be deemed to be included in and to form part of this Act.

Audit

11(1)       The corporation 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 accountant and who shall be appointed at the annual meeting of the members of the corporation.

Assistance to auditor

11(2)       The board shall give full information to the auditor and permit necessary inspections to enable the audits to be made, and shall cause a certified statement of each audit, showing the receipts and expenditures of the corporation for the preceding fiscal year and the investments, if any, held by the corporation at the time of the audit for that year, to be laid before the first meeting of the members of the corporation held after completion of that audit, and to be published in a newspaper published in the City of Winnipeg.

NOTE:  This Act replaces S.M. 1952 (2nd sess.), c. 7.