S.M. 1989-90, c. 13
Bill 38, 2nd Session, 34th Legislature
The Winnipeg School Division No. 1 Sinking Fund Trustees Act
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(Assented to December 22, 1989)
WHEREAS under The Public Schools Act, school districts have authority to raise annually, for the purpose of a sinking fund, the monies required to retire debenture issues when they mature;
AND WHEREAS The Winnipeg School Division No. 1 has for a number of years built up a sinking fund for the purpose of retiring debentures issued by the district;
AND WHEREAS it is considered advisable that a corporate body be created for the purpose of taking over and administering the sinking fund;
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:
In this Act, "sinking fund trustees" or "trustees" means the Sinking Fund Trustees of The Winnipeg School Division No. 1.
"The Sinking Fund Trustees of The Winnipeg School Division No. 1", a body corporate consisting of the persons appointed under section 5, is continued.
On each anniversary of the date of issue of any debentures or debenture stock issued by The Winnipeg School Division No. 1, the School Division shall pay to the sinking fund trustees the amount or instalment required to be raised annually by way of sinking fund, by the by-law authorizing the issue of such debentures or debenture stock, and the amount of the instalment shall be a debt due by the School Division to the trustees.
The sinking fund trustees shall from time to time, immediately before or at the maturity of any outstanding debentures or debenture stock issued by The Winnipeg School Division No. 1, pay to the School Division out of the sinking fund such sum as is necessary to retire the debentures or debenture stock, provided that where an instalment is not paid by the School Division to the trustees, as provided in section 3, the trustees shall withhold the monies payable to the School Division until all instalments unpaid are received by the trustees; and the School Division shall not apply any monies received from the sinking trustees other than in payment of the debentures or debenture stock.
There shall be three trustees appointed as follows: two, who are not members of the school board, shall be appointed by the Court of Queen's Bench, or any judge of that court, on the application of the School Division, and shall hold office for a period of three years or until they resign, die or are removed from office; and one shall be appointed by resolution of the school board from its members, to hold office during such period as the school board may prescribe in the resolution prescribe.
The two trustees appointed by the Court of Queen's Bench shall each be paid out of the sinking fund an amount not to exceed $100. for each meeting, or $1,800. a year.
The trustees may pay out of the sinking fund all expenses and disbursements, including legal expenses, fees for legal and other professional advice, secretary's salary and clerical assistance, incurred by them in connection with the administration of the sinking fund.
A trustee appointed by the Court of Queen's Bench may, on application of the School Division, be removed from office by the court, and a trustee appointed by the school board may be removed by resolution of the board.
A trustee may resign office by handing a resignation to the secretary of the School Division, and the resignation shall take effect on a date specified in the notice or, failing a date being specified, on the date on which the notice is delivered to the secretary of the School Division.
The trustees shall annually appoint a chairperson from among their number, the secretary of the School Division shall be the secretary of the trustees, and meetings of the trustees shall be called by the secretary on instructions of the chairperson, or of any one of the other trustees, by notice in writing, mailed or delivered to each of the trustees not less than twenty-four hours before the date of the proposed meeting; and the secretary shall keep, and the trustees shall see that there is kept, a true record of the proceedings of each meeting of the trustees, and of resolutions passed by them.
Two trustees shall form a quorum, and all acts done or performed by the quorum for or on behalf of the trustees shall be as effectual as if done by the three trustees.
All monies coming into the hands of the trustees shall be deposited in a chartered Canadian bank designated by the School Division, to the credit of such account or accounts as may be designated by the trustees, and no monies shall be withdrawn from an account except by cheque signed by such persons as the trustees may from time to time decide by resolution.
The trustees may invest the sinking fund in securities of any one or more of the following kinds:
(a) securities of Canada or of any province, township, county, city, town, village, rural municipality or school district of a province;
(b) debentures or other securities of the City of Winnipeg;
(c) promissory notes, debentures or other securities or form of indebtedness of The School Division of Winnipeg No. 1;
(d) any security, the principal and interest of which is guaranteed by the Government of Canada or by the government of a province;
(e) securities of The Greater Winnipeg Water District, The Greater Winnipeg Sanitary District and The Greater Winnipeg Transit Commission;
(f) securities of The Municipality of Metropolitan Toronto;
(g) bonds or debentures issued by a corporation that are secured by the payment, assignment or transfer to a trust corporation in Canada of subsidies, payable by or under the authority of a province of Canada, sufficient to meet the interest as it falls due on the bonds or debentures and the principal amount of the bonds or debentures on maturity.
The trustees shall be deemed always to have had the power of investment set out in subsection (1).
The trustees may invest the pension fund of the School Division in securities of any one or more of the kinds authorized by The Pension Benefits Act and the regulations made thereunder and not otherwise, but the monies of the fund shall not be used to purchase common shares or pooled equity funds, including equity investments in pooled real estate funds, at any time when the purchase would result in a book value of such investments exceeding 50% of the book value of the total investments of the fund.
The School Division may from time to time, by resolution, require the trustees to discontinue the investment of the sinking fund in any class of investment authorized by this Act, and to realize and dispose of any investments already made in the class of security; and on the resolution being communicated to the trustees, they shall not make any further investments of the class forbidden, and shall realize any investments of that class already made, with all convenient speed, provided that any such resolution may be rescinded by the School Division and the trustees may thereafter invest in such investments.
All investments of the sinking fund shall be made in the name of "The Sinking Fund Trustees of The School Division of Winnipeg Number 1", and the trustees may execute deeds and other writings in that style, signed by any one of the trustees and the secretary or, in the event of the absence of the secretary through illness or absence from the City of Winnipeg, by the assistant secretary-treasurer, and affix the seal to all deeds and other writings executed by them, and the seal shall be in the custody of the secretary and shall be affixed to a deed or writing only as directed by resolution of the trustees.
The trustees shall have power to collect and administer all monies and estate of every description belonging to the sinking fund, and may take all steps in regard to the their adjustment, compromise or collection, and may take collateral security, both real and personal, from any debtor, and shall have power to foreclose mortgages and other securities held by them, and the rights of all parties having any estate, interest or claim in and to the property or properties covered by such mortgages or other security, to exercise powers of sale under any such mortgages or other security, and to convey them to purchasers, and to sell and convey any land or other property to which they may acquire title by foreclosure proceedings or otherwise, and may sell and transfer any and all securities of every description in which the sinking fund may be invested, and make further investments with the proceeds, and may deal with the sinking fund in as full and ample manner as the sinking fund could be dealt with by a private individual in her or his own name; the intention being that, subject to sections 11 and 12, the trustees shall have power and authority to invest and reinvest the sinking fund, or any part of it, and to deal with investments for the benefit of the sinking fund in as full and ample a manner as if acting for themselves as private individuals.
The trustees may from time to time, when they consider it in the interests of the sinking fund, borrow sums of money, not exceeding five hundred thousand dollars, from a chartered bank of Canada, for a period not exceeding six months, and as security for such advances, may pledge or hypothecate any bonds, stocks, debentures or other securities held by them.
The trustees shall not be liable for or by reason of any failure of, or defective title to, or any incumbrance on, or depreciation in a security in which they may invest the sinking fund, and they shall not be responsible for any neglect or default on the part of any servant or agent appointed by them, nor for any error or mistake made in good faith, nor for the solvency of any chartered bank in which they may deposit any part of the sinking fund.
The sinking fund trustees shall take over from the School District of Winnipeg Number One all monies, securities, property and estate of every nature and kind held as sinking fund investments, and all rights and duties of the school district which administered the sinking fund, and all investments made by it, whether taken in the name of the "School District of Winnipeg Number One", or in any other style or designation, are deemed to be vested in the Sinking Fund Trustees of The Winnipeg School Division Number 1.
All right, title and interest in and to the ownership of monies, investments, bonds, debentures or securities of any kind held by the Sinking Fund Trustees of the School District of Winnipeg Number One is vested in the Sinking Fund Trustees of The Winnipeg School Division No. 1.
The School Division shall have power, by by-law, to vest in the sinking fund trustees any fund or sum of money and to impose on the trustees any trust in connection with any such fund or money and, in every such case, this Act, where not inconsistent with any other statute of the province, a statute of Canada, or the powers of the School Division or the trustees, shall apply, with such modifications as the circumstances require, to the fund or money.
The trustees shall cause proper books of account to be kept for each fund vested in them and shall maintain separate banking accounts for each fund; and all securities taken, made or held by the trustees out of or belonging to any such fund shall be kept separate and distinct; and every security held by the trustees shall belong to the designated fund, and no security or monies of one fund shall be used for the purposes or for the use of the claims of any other fund.
The books and accounts of the trustees shall be audited each year by the auditors of The Winnipeg School Division Number 1, and the auditors shall have access to all records, documents, vouchers, account books and minute books of the trustees, and the trustees shall make suitable arrangements for the examination of securities by the auditors when required by them; and the auditors shall report on each annual balance sheet issued by the trustees.
On or before February 28 in each year, the trustees shall lay before the School Division for each fund vested in the trustees:
(a) a balance sheet as at December 31 of the previous year;
(b) a statement of income and expenditure for the period ending on the date of the balance sheet;
(c) a statement of surplus, if any, showing any appropriations from it from the date of the previous balance sheet;
(d) the report of the auditors;
(e) such further information respecting the affairs or transactions as may be required by the School Division.
The sinking fund trustees may from time to time use any portion of surplus profits and earnings of the sinking fund, after providing for a reserve that the trustees consider necessary, for an authorized purpose of The Winnipeg School Division Number 1, when and as instructed by the School Division.
Every act done by the trustees or any of them as if they were a body corporate under the name "The Sinking Fund Trustees of the School District of Winnipeg Number One" is hereby validated.
NOTE: The original statute is found at S.M. 1935, chapter 95.