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S.M. 2002, c. 51
Bill 302, 3rd Session, 37th Legislature
THE CONGREGATION ETZ CHAYIM AMALGAMATION ACT
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(Assented to August 9, 2002)
WHEREAS the congregations known as Beth Israel Congregation, Bnay Abraham Synagogue and Rosh Pina Congregation have carried on the conduct and practice of the Jewish faith as separate congregations in north Winnipeg;
AND WHEREAS it is considered essential and beneficial to each congregation and the Jewish community in Winnipeg in general, and in north Winnipeg in particular, that they merge to form one congregation that will continue the conduct and practice of the Jewish faith in succession to them;
AND WHEREAS certain real property and other assets of Beth Israel Congregation are held through two corporations without share capital, Hebrew Sick Benefit Association of Winnipeg and H S B A Synagogue Inc., whose members are the members of the Beth Israel congregation;
AND WHEREAS Bnay Abraham Synagogue has in the past been known as the West Kildonan Synagogue Society and certain of its real property is held through an incorporated body under The Religious Societies' Lands Act, Trustees of the West Kildonan Synagogue Society, a religious society, in the Municipality of West Kildonan, in the Province of Manitoba, and certain of its real property is held under that Act and registered in the name of David Thompson, Jacob Shulman, Elias Weinberg, and Nathan Elkin, all of the City of Winnipeg, Trustees of the West Kildonan Synagogue Society, and the Society also incorporated a second body under that Act, Trustees of the West Kildonan Synagogue Society, a religious society, of the City of Winnipeg, in the Province of Manitoba, which holds no real property;
AND WHEREAS Rosh Pina Congregation is a corporation without share capital that was continued under a special Act of the Legislature;
AND WHEREAS at votes taken at separate meetings held on April 15, 2002 the members of Beth Israel Congregation, Bnay Abraham Synagogue, and Rosh Pina Congregation approved the merger of the congregations under the name "Congregation Etz Chayim" and approved an agreement in principle setting out the terms of the merger, including the amalgamation of the five amalgamating corporations referred to in section 1;
AND WHEREAS, among other matters, the agreement in principle establishes an interim board whose duties include determining the specific means by which the merger is to be effected, grants power of attorney to the interim board on behalf of the three congregations, and provides that the interim board is to examine the advisability of petitioning the Legislature for special legislation to effect the merger;
AND WHEREAS the interim board has determined that it is advisable to so petition, and the three congregations and five amalgamating corporations have petitioned for special legislation in respect of the matters set out in this Act, and it is appropriate to grant the petition;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
Meaning of "amalgamating corporations"
In this Act, "amalgamating corporations" means
(a) Hebrew Sick Benefit Association of Winnipeg, a corporation without share capital incorporated under The Charitable Associations Act, R.S.M. 1902, c. 18;
(b) H S B A Synagogue Inc., a corporation without share capital incorporated under The Companies Act, R.S.M. 1970, c. C160;
(c) Trustees of the West Kildonan Synagogue Society, a religious society, in the Municipality of West Kildonan, in the Province of Manitoba, a body corporate incorporated under The Religious Societies' Lands Act, R.S.M. 1954, c. 225;
(d) Trustees of the West Kildonan Synagogue Society, a religious society, of the City of Winnipeg, in the Province of Manitoba, a body corporate incorporated under The Religious Societies' Lands Act, R.S.M. 1970, c. R70; and
(e) Rosh Pina Congregation, a corporation without share capital continued under The Rosh Pina Congregation Incorporation Act, R.S.M. 1990, c. 153.
The amalgamating corporations are amalgamated and continued as one corporation without share capital named "Congregation Etz Chayim".
The members of Congregation Etz Chayim are those persons who
(a) when this Act comes into force are members of Beth Israel Congregation, Bnay Abraham Synagogue and Rosh Pina Congregation; and
(b) may join as members of Congregation Etz Chayim from time to time after this Act comes into force.
Application of Corporations Act
The Corporations Act applies to Congregation Etz Chayim.
Purposes of Congregation Etz Chayim
Congregation Etz Chayim is to carry on the practice of the Jewish faith committed to Torah (learning and tradition), Avodah (prayer and spirituality) and Gemilut Hasadim (acts of loving kindness) and, in accordance with the principles of the United Synagogue of Conservative Judaism and any other principles approved by the members, is to strive to foster participation and a strong identification with Jewish practice, tradition and the State of Israel.
The first directors of Congregation Etz Chayim are Reeva Abrams, Norman David Freedman, Gail Sandra Hechter, Barbara Roselyn Hirt, Sidney Morley Kasner, Howard Kideckel, Susan Lipnowski, Marilyn Melnyk, Ralph David Neuman, David Perlov, Irwin Louis Permut, Joe Reisen, Sid Rosenhek, Randy Schwartz, Merrill Shulman, Morris Silver, Richard Allen Stokoloff and Esther Sztulwark, all of the City of Winnipeg, in the Province of Manitoba.
Subject to The Corporations Act, the first directors may
(a) exercise the powers of Congregation Etz Chayim directly or indirectly through its employees and agents;
(b) direct the management of the congregation's affairs; and
(c) by resolution,
(i) appoint officers,
(ii) appoint an auditor to hold office until the first meeting of members, and
(iii) make, amend, or repeal any by-laws that regulate the congregation's affairs.
Congregation Etz Chayim must carry on its activities without pecuniary gain to its members and is to use any profits or other gains it may realize to carry out its purposes.
The activities that Congregation Etz Chayim may carry on are those activities of a charitable, religious, educational or philanthropic nature that are consistent with its purposes, including, but not limited to,
(a) the promotion, encouragement, assistance and conduct of the public worship and practice of Judaism;
(b) the provision of education, including education in the customs, usage and methods of Judaism;
(c) the acquisition, establishment, construction, maintenance and conduct of synagogues in Manitoba;
(d) the acquisition, establishment, construction and maintenance of cemeteries;
(e) the acquisition, holding, maintenance, sale, leasing or other disposition of, or dealing in, any other personal or real property in furtherance of its purposes; and
(f) the acquisition and holding of shares or memberships in corporations or other bodies that carry out any of the undertakings described in clauses (a) to (e).
For greater certainty,
(a) on the day this Act comes into force,
(i) the property of each amalgamating corporation continues to be the property of the amalgamated corporation, Congregation Etz Chayim, and
(ii) Congregation Etz Chayim is liable for the obligations of each amalgamating corporation;
(b) this Act does not affect an existing cause of action or claim against, or liability to prosecution on the part of, any of the amalgamating corporations; and
(c) after this Act comes into force,
(i) a civil, criminal or administrative action or proceeding pending by or against an amalgamating corporation may continue to be prosecuted by or against Congregation Etz Chayim, and
(ii) a conviction against, or ruling, order or judgment in favour of or against any amalgamating corporation may be enforced by or against Congregation Etz Chayim.
Vesting of specific properties
Without limiting the generality of clause (1)(a), all the right, title and interest of the West Kildonan Synagogue Society in and to any real or personal property is transferred to and vested in Congregation Etz Chayim without further act, conveyance or deed, to and for the absolute use and benefit of Congregation Etz Chayim, its successors and assigns. This includes, but is not limited to, the following real property:
(a) any real property registered in the name of Trustees of the West Kildonan Synagogue Society, a religious society, in the Municipality of West Kildonan, in the Province of Manitoba;
(b) any real property registered in the name of David Thompson, Jacob Shulman, Elias Weinberg, and Nathan Elkin, all of the City of Winnipeg, Trustees of the West Kildonan Synagogue Society.
Approval of Court of Queen's Bench not required
Despite The Religious Societies' Lands Act, the transfer and vesting of the real property described in subsection (2) is not subject to the prior approval of a judge of the Court of Queen's Bench.
Registration of Act not required
For the purposes of every Act affecting the title to property, both real and personal, the vesting of title in Congregation Etz Chayim of every property affected by subclause (1)(a)(i) or subsection (2) is effective without the registration or filing of this Act, or any other instrument, document or certificate showing a change of title, in any public office whatsoever within the jurisdiction of the Province of Manitoba.
Rights of certain third parties unaffected
Nothing in this Act affects the rights of any person having a claim against David Thompson, Jacob Shulman, Elias Weinberg and Nathan Elkin, in their capacity as trustees of the West Kildonan Synagogue Society under The Religious Societies' Lands Act. All such rights as may be enforceable in Manitoba may be asserted against Congregation Etz Chayim, and it is responsible for the debts, liabilities and obligations of David Thompson, Jacob Shulman, Elias Weinberg and Nathan Elkin in that capacity.
In the event of the dissolution or winding up of Congregation Etz Chayim, its assets, after the payment of all of its debts and liabilities, must be distributed to one or more recognized charitable organizations in Canada that have similar purposes to those of Congregation Etz Chayim.
This Act comes into force on the day it receives royal assent.