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The A.E. McKenzie Co. Ltd. and A.E. McKenzie Foundation Act

R.S.M. 1990, c. 250

The A.E. McKenzie Co. Ltd. and A.E. McKenzie Foundation Act

WHEREAS pursuant to S.M. 1945(1st), c. 36, A.E. McKenzie transferred to the Province of Manitoba, 1028 fully paid up shares of the capital stock of A.E. McKenzie Co. Ltd. (the "company"), Seedsmen, the head office and main plant of which is at the City of Brandon, Manitoba;

AND WHEREAS the Government of Manitoba accepted the gift of the shares, and as a token of appreciation of the beneficence of Mr. McKenzie appropriated the benefits of such gift to the advancement of those matters in which he has, for many years, taken a keen interest;

AND WHEREAS Mr. McKenzie had been interested mainly in higher education as exemplified by numerous benefactions given to Brandon University which is situate in the City of Brandon;

AND WHEREAS the inital transfer of shares gave the government ownership of 90% of the issued capital stock of the company and therefore gave it control of the company;

AND WHEREAS the government subsequently acquired all the shares of the company;

AND WHEREAS it is desirable to make provision for the proper management and operation of the company to the end that its business may continue and its profits made available for higher education in the Province of Manitoba and in particular for the purposes provided in this Act;

AND WHEREAS the Minister of Justice has caused this 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:

Approval of plan and authorization of payments

1           The plan which is set out in the Schedule is approved and enacted as part of this Act and shall govern the management and operation of the company, and the application and payment of the moneys which may be received by the Government of Manitoba from the company or by reason of the said gift, and shall apply to the other matters set out in the plan, and the Minister of Finance is hereby authorized to make from time to time the payments called for by the plan.

Grant to Brandon University

2           From and out of the Consolidated Fund with money authorized by an Act of the Legislature of Manitoba to be paid and applied for the purpose, there shall be paid to Brandon University in addition to any moneys which may be payable to it under the plan, the sum of $22,500. per annum as long as the university is entitled to receive moneys from the A.E. McKenzie Foundation under the terms set out in the plan.

Regulations

3           The Lieutenant Governor in Council may, by Order in Council, make such regulations and orders not inconsistent with this Act and with the plan, as are necessary to carry out the provisions of the plan according to the obvious intent of the plan or to meet cases which arise and for which no provision is made in the plan, and such regulations and orders shall be a part of this Act.

SCHEDULE (section 1)

PLAN

Directors and operation of the company

1(1)        The company, all the shares of which are now owned by the Government, shall continue to be operated as a corporation under The Corporations Act of Manitoba, and as a "private company" as defined in The Securities Act.

Directors appointed by L.G. in C.

1(2)        The directors of the company shall be appointed by the Lieutenant Governor in Council in such numbers and for such terms as the Council may from time to time determine.

Declaration of dividends by the company and their application

2           The shareholders of the company shall receive any dividends declared by the company without any obligation on the part of the company or the Government to apply such dividends or amounts equivalent thereto to the Foundation or to the University whether such dividends are declared on shares owned by the Government or on shares owned by any other shareholder.

A.E. McKenzie Foundation

3           The liquidated value of the Foundation held in the A.E. McKenzie Foundation Account, including accumulated dividends and interest, in the aggregate amount of Two Hundred and Eighty Thousand Dollars ($280,000.) more or less, shall be transferred by the Government on the requisition of the Educational Advisory Board to the University which shall deposit this amount to the Brandon University Endowment Fund under a perpetual irrevocable trust recognizing the original benefaction from the late A.E. McKenzie and designating the purposes for which the income or revenue from the trust may be used.

Educational Advisory Board

4           After requisitioning payment out of the A.E. McKenzie Foundation Account of the liquidated value of the Foundation, the Educational Advisory Board will have completed and concluded its function, and responsibility for managing and applying the proceeds of the Foundation, including the receipt of any additional amounts which the Foundation may be entitled to, will be assumed by the Brandon University Endowment Fund and the trust established thereunder for this purpose as herein provided.

Waiver by university

5           In consideration of the transfer to the University of the liquidated value of the Foundation held in the A. E. McKenzie Foundation Account by the Government as provided herein, the University hereby releases the Government and the company, waives any further rights, or claims it may have against the Government, the company, and the Foundation, or against any of the shares of the company held by any of them, or benefits arising therefrom, or against any dividends declared by the company or against any monies earned by the company, under the Act and the Plan.

Further amendments to the plan

6           The provisions of the Plan may be amended by the Lieutenant Governor in Council pursuant to section 3 of the Act.

NOTE:  This Act replaces S.M. 1945(1st), c. 36.