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S.M. 2004, c. 22
Bill 27, 2nd Session, 38th Legislature
The Agricultural Societies Act
(Assented to June 10, 2004)
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
The following definitions apply in this Act.
"association" means a corporation that is recognized as an agricultural society under subsection 4(3). (« association »)
"board of directors" means the board of elected or appointed persons who direct the policies and activities of a society. (« conseil d'administration »)
"certificate of organization" means a certificate issued by the superintendent in respect of the organization or continuation of a society. (« certificat de constitution »)
"constitution" means a general by-law that governs a society's internal corporate structure, governance and management. (« acte constitutif »)
"director" means a person who is a member of the board of directors of a society, and includes the society's president and vice-president. (« administrateur »)
"MAAS" means the Manitoba Association of Agricultural Societies Inc. (« MAAS »)
"minister" means the minister appointed by the Lieutenant Governor in Council to administer this Act. (« ministre »)
"officers" means a society's president, vice-president and other directors, and includes the society's secretary and treasurer or secretary-treasurer. (« dirigeants »)
"society" means an agricultural society organized or continued under this Act. (« société »)
"superintendent" means the Superintendent of Agricultural Societies appointed under subsection 2(1). (« inspecteur général »)
A Superintendent of Agricultural Societies may be appointed in accordance with The Civil Service Act.
Superintendent's authority and responsibilities
(a) is responsible for the day-to-day administration of this Act;
(b) is responsible for the general direction of societies and for advising societies with regard to exhibitions, fairs, competitions and other educational activities; and
(c) is authorized to supervise societies and, when required by the minister, to inspect the books of account and records of a society and give any advice and instructions to its officers that he or she considers appropriate.
OBJECTS OF A SOCIETY
The objects of a society are
(a) to encourage improvement in agriculture, food production and rural living;
(b) to provide leadership in sustaining the social structure of rural communities, including, but not limited to, maintaining educational opportunities and traditional activities in communities; and
(c) to provide programs, services and facilities based on needs in rural communities.
CONTINUATION OF EXISTING SOCIETIES
In this section, "former Act" means The Agricultural Societies Act, R.S.M. 1987, c. A30.
Former agricultural societies continued
Subject to subsection (3), all agricultural societies organized under or continued by the former Act and operating with a subsisting certificate of organization on the day this Act comes into force are continued. The officers of the societies continue to hold office until their successors take office.
Certain corporations recognized as societies
Subsection (2) does not apply to the following corporations, but they are recognized as agricultural societies despite being incorporated under other Acts of the Legislature:
(a) The Red River Exhibition Association;
(b) The Provincial Exhibition of Manitoba;
(c) The Portage Industrial Exhibition Association;
(d) any other corporation prescribed in the regulations.
ORGANIZING A SOCIETY
A group of persons who wish to organize a society must submit to the superintendent
(a) an application for the minister's permission, on a form approved by the superintendent, including or accompanied by the information the superintendent requires; and
(b) a copy of the by-law that they intend to pass as the proposed society's constitution.
Application for permission to organize
Without limiting the generality of subsection (1), the application must
(a) explain how the society intends to carry out its objects;
(b) be signed by at least 60 organizers who are adult Manitoba residents and who undertake to become members of the society and pay the membership fee set out in the proposed constitution; and
(c) name at least three provisional directors from among the organizers, and include each one's signed consent to act.
Proposed constitution must be acceptable
The constitution submitted under clause (1)(b) must be acceptable to the superintendent before he or she submits the application to the minister for consideration. The superintendent may require the applicants to amend the proposed constitution before he or she accepts it.
Minister's permission required
After considering the application, the minister may give the applicants permission to organize the society or may refuse to give the permission.
Before deciding whether to give permission, the minister may consult MAAS on any matter that the minister considers appropriate.
If the minister gives permission to organize the society, he or she is to issue a certificate of organization to the applicants in accordance with the regulations. The certificate of organization is to state the information about the society prescribed in the regulations and any other information the superintendent considers appropriate.
The minister is to decide the society's name and state it in the certificate of organization in the form: "The (place or area of operations) Agricultural Society".
Minister may change a society's name
If there is a dispute about the name of a society or the minister believes that the name of a society prejudicially affects the interests of another society, the minister may change the name of the society.
Powers of provisional directors
Between the date a society's certificate of organization is issued and its organizational meeting,
(a) the constitution accepted by the superintendent takes effect for the purpose of governing membership in the society; and
(b) the provisional directors may accept members into the society, and open and operate a deposit account for the society.
Where a society may be organized
A society may be organized in any part of the province as long as its headquarters is not closer than 50 km to the headquarters of another society.
Minister's approval for headquarters within 50 km
Despite subsection (1), the minister may, on request from the persons who wish to organize a society, permit the society's headquarters to be closer than 50 km to the headquarters of another society.
Without delay after a certificate of organization is issued, the provisional directors must call an organizational meeting. They must inform the superintendent about the time and place of the meeting, and advertise the meeting in the manner prescribed in the regulations and any other manner they consider appropriate.
Provisional directors must conduct meeting
The provisional directors must conduct the organizational meeting and put before the members the following items of business:
(a) the ratification of the constitution accepted by the superintendent;
(b) the appointment of an auditor for the society's first financial year or, if the members resolve not to appoint an auditor, the appointment of a qualified person to review and verify the society's accounts for its first financial year;
(c) the election, from among the adult members of the society, of a president, one or more vice-presidents and the number of additional directors provided for in the society's constitution.
Provisional directors cease once new board elected
The provisional directors have no further powers once the president, vice-president and required numbers of directors are elected under clause (2)(c). Any further business at the organizational meeting is to be conducted by the president, vice-president and other directors.
Within two weeks after the organizational meeting, the society's president must send the superintendent a report about the meeting, including, but not limited to,
(a) a statement of the number of society members when the meeting was opened;
(b) a list of the names and addresses of the officers elected at the meeting; and
(c) a certified copy of the constitution ratified under clause (2)(a) and any other by-law passed at the meeting.
Membership in a society is open to individuals who are 14 years of age or older and to corporations.
An individual or corporation wishing to become a member must
(a) provide the society with the individual or corporation's name and mailing address;
(b) agree to allow the society to provide the member's name and mailing address to the superintendent;
(c) pay the membership fee required under the society's constitution; and
(d) meet any other requirements provided for in the society's constitution.
A corporate member must provide the society with the name of a corporate representative and alternate representative, each of whom, in the absence or incapacity of the other, will be entitled to
(a) receive member notices on the corporation's behalf;
(b) cast the corporation's vote on society business requiring a vote of members; and
(c) attend members' meetings.
STATUS AND GOVERNANCE OF SOCIETIES
Societies are bodies corporate
A society organized or continued under this Act is a body corporate. Except when it is inconsistent with a provision of this Act, The Corporations Act applies to a society as though the society were incorporated under Part XXII of that Act.
Effective date of corporate status
A society's status as a body corporate is effective on the date of its certificate of organization and continues until the society is dissolved under section 26.
The officers of a society are the president, vice-president, secretary and treasurer, and, if the society's constitution so provides, the past-president.
Certain officers are also directors
The president and vice-president are by virtue of their election also directors of the society. A society's constitution may provide that the past-president is a director during his or her term as past-president.
Directors and officers must be adult Manitobans and members
A person may not be elected or appointed as a director or officer unless he or she is an adult, a resident of Manitoba and a member of the society.
Appointment of secretary and treasurer
Without delay after they are elected, a society's directors must appoint a secretary and a treasurer. The directors may appoint one person as secretary-treasurer if they so choose, and he or she has the duties and powers of both the secretary and treasurer.
Secretary-treasurer not automatically a director
A society's secretary, treasurer or secretary-treasurer is not a director by virtue of his or her appointment. However, the directors may appoint one of their number as secretary, treasurer or secretary-treasurer.
Term of office of elected officers and directors
Unless the society's constitution provides otherwise, an elected officer or director holds office until the next annual meeting after his or her election, or until such later time as his or her successor takes office.
Term of office of the secretary-treasurer
The secretary, treasurer or secretary-treasurer holds office during the pleasure of the directors.
Filling vacated elected offices
If an elected officer resigns or in any other way leaves office during his or her term of election, the directors may appoint an adult member of the society to the vacated office for the unexpired term.
Duties and powers of secretary
A society's secretary has the duties and powers set out in the society's constitution.
Duties and powers of treasurer
In addition to any duties and powers set out in a society's constitution, the treasurer has the following duties and powers:
(a) to receive all money paid to the society and deposit or invest it as allowed by subsection 15(2);
(b) to keep a complete and detailed record of all the society's financial transactions and maintain copies of all receipts and invoices issued by or to the society;
(c) at the end of the society's financial year, to close and balance the society's books of account and prepare the financial statements that subsection 149(1) of The Corporations Act requires to be submitted at the society's next annual meeting;
(d) when called for by the directors, auditor or superintendent, to hand over to the directors or a person named by them all books, papers and money belonging to the society.
Before the next annual meeting after the end of a society's financial year, the treasurer must prepare financial statements for the year and
(a) submit the financial statements and books of account to the society's auditor for preparation of the auditor's report; or
(b) if the society's members resolved not to appoint an auditor for the financial year, submit the financial statements and books of account to the person appointed to review and verify the accounts for preparation of the review report.
At each annual meeting, the members must appoint an auditor for the society's current financial year, or if the members resolve not to appoint an auditor, must appoint a qualified person to review and verify the society's accounts for the financial year.
Special resolution not to appoint an auditor
A resolution under subsection (2) or clause 8(2)(b) not to appoint an auditor is a special resolution as defined in subsection 1(1) of The Corporations Act.
Special resolution to appoint qualified person
A resolution under subsection (2) or clause 8(2)(b) to appoint a qualified person to review and verify a society's accounts is a special resolution as defined in subsection 1(1) of The Corporations Act.
Superintendent may require auditor to be appointed
The superintendent may require a society to appoint an auditor in any circumstances when the superintendent considers it appropriate.
Society must comply with requirement
The society must comply with the superintendent's requirement without delay.
Constitution must not be inconsistent with Act
A society's constitution and other by-laws must not be inconsistent with this Act or The Corporations Act. If a provision of the constitution or another by-law is inconsistent, it is not effective to the extent of the inconsistency.
Constitution may increase members' minimum age
Despite subsection (1), a society's constitution may provide that the minimum age for membership is higher than 14 years.
Secretary to send by-laws to superintendent
Without delay after a by-law is passed, amended or repealed, the society's secretary must send a certified copy of the by-law or amended by-law to the superintendent or notify the superintendent that the by-law has been repealed. If there is no secretary, another society officer must send the certified copy.
Approval required for certain by-law changes
A society must not change its headquarters or amend or repeal the constitution ratified under clause 8(2)(a) without the superintendent's approval.
Resolution not effective until approved
In any case mentioned in subsection (4), the society must submit to the superintendent the resolution that approved the change, amendment or repeal. The resolution does not take effect until the superintendent approves it in writing.
Certified copy of amended or new constitution
If the superintendent approves a resolution to amend or repeal a society's constitution, the society's secretary must send a certified copy of the amended or new constitution to the superintendent. If there is no secretary, another society officer must send the certified copy.
A society must use its funds and assets only for purposes that are consistent with the objects set out in section 3.
Deposit or investment of funds
A society must
(a) deposit its funds in a bank, trust company, credit union or caisse populaire whose deposits are insured or guaranteed by the Canada Deposit Insurance Corporation established under the Canada Deposit Insurance Corporation Act, or The Credit Union Deposit Guarantee Corporation or the Société d'assurance-dépôts des caisses populaires established under The Credit Unions and Caisses Populaires Act; and
(b) if it invests any of its funds, invest them only in investments that are insured or guaranteed by the Canada Deposit Insurance Corporation, The Credit Union Deposit Guarantee Corporation or the Société d'assurance-dépôts des caisses populaires.
Deposit or investment in society's name
A society's funds must be deposited or invested in its name and its assets must be held in its name. The society's officers must ensure that the society complies with this subsection.
Annual report to superintendent
Without delay after a society's annual meeting, the secretary or another officer must send the superintendent an annual report that includes
(a) a list of the officers in office as of the date of the report, and the date each of them was elected or appointed;
(b) a certified copy of the financial statements that were presented to the meeting and of the auditor's report or the report of the person appointed to review and verify the statements;
(c) a certified copy of each resolution passed at the meeting;
(d) a review of the society's activities since its last annual report; and
(e) any other information or documentation the superintendent requires.
Effect of failing to send annual report
A society that does not comply with subsection (1) is not eligible for a grant under Part 3 for the year of the report or a later year.
Associations must submit annual report
Subsections (1) and (2) apply, with necessary changes, to an association.
GRANTS TO SOCIETIES, ASSOCIATIONS AND RECOGNIZED ORGANIZATIONS
The following definitions apply in this Part.
"qualifying activity" means an event or activity mentioned in clause 19(1)(b). (« activité admissible »)
"recognized organization" means a corporate body or other organization that is not a society or association but is recognized by the minister under section 19. (« organisme reconnu »)
Grants to societies and associations
The minister may, out of money appropriated by the Legislature for making grants under this Act, make one or more of the following kinds of grants to a society or association:
(a) an infrastructure grant to assist the society or association to
(i) purchase, lease or improve land,
(ii) construct, repair or improve a building, or
(iii) purchase, lease, repair or improve equipment,
that it uses or will use in connection with activities that promote one or more of the objects set out in section 3; or
(b) an education grant to assist the society or association to hold events or carry on educational activities that promote the objects set out in section 3, including, but not limited to, exhibitions, fairs and competitions.
Minister may recognize organizations
For the purpose of making a grant under this section, the minister may, in writing, recognize a corporate body or other organization in Manitoba that
(a) has one or more of the objects set out in section 3; and
(b) holds an event or carries on an exhibition, fair, competition or other educational activity that promotes the objects.
Grants to recognized organizations
The minister may, out of money appropriated by the Legislature for making grants under this Act, make one or more of the following kinds of grants to a recognized organization
(a) an infrastructure grant to assist the recognized organization to
(i) purchase, lease or improve land,
(ii) construct, repair or improve a permanent building, or
(iii) purchase, lease, repair or improve equipment,
that it uses or will use in connection with its qualifying activities; or
(b) an education grant to assist the recognized organization to hold or carry on a qualifying activity.
Minister may impose conditions on grants
The minister may impose conditions on a grant under this section, including, but not limited to, requiring the recognized organization to give him or her a report about its use of the grant and a copy of its annual financial statements for the financial year in respect of which the grant is made.
Failure to comply with conditions
If a recognized organization does not comply with a condition, the minister may refuse to pay any unpaid portion of the grant and to make further grants to the organization.
Factors in deciding grant amounts and entitlement
When deciding whether a society, association or recognized organization is to be given a grant and, if so, the amount, the minister may consider its infrastructure and education expenditures in the applicable financial year.
Requirements for obtaining grant
A society, association or recognized organization that wishes to obtain a grant must request it in a manner acceptable to the minister. The society, association or organization must, either at the time of the grant request or before it is paid, provide the minister with any information he or she requires about the project or activity for which it is requesting the grant.
No grant if Act not complied with
The minister must not pay a grant to a society, association or recognized organization if at the intended time of payment the superintendent has reasonable grounds to believe that
(a) the society, association or organization is not in compliance with a provision of this Act, another applicable Act of the Legislature or a regulation under this Act or another applicable Act; or
(b) the project or activity for which the grant was requested
(i) did not promote the objects set out in section 3, or
(ii) was done unlawfully or included unlawful gaming or an immoral or obscene activity.
No grants for similar activities in same year
A grant must not be paid to a society, association or recognized organization for a project or activity if it has been given a grant for a similar project or activity in its same financial year.
SUSPENSION OR CANCELLATION OF CERTIFICATES, INACTIVE SOCIETIES AND DISSOLUTION OF A SOCIETY
Suspension of certificate of organization
The superintendent may suspend the certificate of organization of a society or association that contravenes a provision of this Act or regulations made under this Act and does not correct the contravention. The superintendent must give the society or association notice of the suspension.
No grants while certificate suspended
A society or association whose certificate of organization is suspended
(a) may not apply for a grant during the suspension; and
(b) is not eligible for a grant in respect of an event or activity that it holds or carries on during the suspension.
The superintendent may, with or without conditions, reinstate a society's or organization's certificate of organization if
(a) the society or organization corrects the contravention; or
(b) the superintendent considers it appropriate to reinstate the certificate.
Superintendent's authority re inactive society
If at any time a society has no officers or fewer officers than the number required for a quorum, or if the officers refuse to act, the superintendent may
(a) authorize any person to call a meeting of the society for any purpose; and
(b) take any action on the society's behalf that he or she considers necessary in its interest.
Dissolution of society by minister's order
The minister may, by order, dissolve a society on the day stated in the order, if
(a) the superintendent advises the minister that the society is inactive or has contravened a provision of this Act or regulations made under this Act and has not corrected the contravention; or
(b) the minister considers that it is necessary to dissolve the society for another reason.
Order is to be published in The Manitoba Gazette
If the minister orders a society to be dissolved, the superintendent must without delay publish a copy of the dissolution order in The Manitoba Gazette.
The society ceases to be a body corporate on the dissolution date stated in the order. On that date, its officers cease to hold office and to have any authority with respect to its assets and affairs.
Cancellation of certificate of organization
A society's certificate of organization is cancelled on the dissolution date stated in the order. A person in possession of the certificate or any of the society's books of accounts or records must send them to the superintendent without delay after learning that society has been dissolved.
After he or she orders a society to be dissolved, the minister may appoint a liquidator of the society's assets for the purpose of winding up its affairs and distributing its assets. Subject to the claims of any secured creditors, the liquidator may sell or otherwise dispose of all of the society's assets.
Liquidator to observe reversionary interests
If the society has possession of gifted property that was given on the condition that it be returned to its giver when the society is dissolved or wound up, the liquidator must comply with the condition.
Payment of costs of liquidation and creditors
The liquidator must apply the money he or she receives from the society or the sale of its assets
(a) first to pay the expenses of the liquidation, including the liquidator's fee approved by the minister; and
(b) second to pay the proven claims of the society's remaining creditors.
Payment of creditors in the case of a deficiency
If the money remaining after payment of the liquidation expenses is insufficient to fully pay the proven claims of the society's creditors, the liquidator must pay each creditor a proportional share of the money determined by dividing the amount of the creditor's proven claim by the total amounts of all the remaining creditors proven claims.
A liquidator appointed under subsection (1) has, with necessary changes, the duties of a liquidator under clauses 214(b) to (f) of The Corporations Act and the powers and immunity of a liquidator under section 215 of that Act.
The liquidator must report to the minister on his or her activities
(a) when the liquidation is finished; and
(b) whenever else the minister requests a report.
Primary disposition of surplus
If a surplus of money remains after paying or providing for payment of the costs of liquidation and the proven claims of all the society's creditors, the liquidator must give the surplus to the rural municipalities in which the society's activities were primarily located.
If a rural municipality refuses the gift, the liquidator must, in accordance with the minister's instructions, call a meeting of all persons who were members of the dissolved society immediately before its dissolution. The former members may, by majority resolution at the meeting, authorize the liquidator to give all or part of the surplus to an agricultural society or a community-service organization in the area where the dissolved society operated.
Cancellation of certificate of an association
The minister may cancel an association's certificate of organization if
(a) the superintendent advises the minister that the association is inactive, or has contravened a provision of this Act or regulations made under this Act and has not corrected the contravention; or
(b) the minister considers that cancellation is necessary for another reason.
Surrender of certificate of organization
The person in possession of the former association's certificate of organization must send it to the superintendent without delay after he or she learns that the certificate has been cancelled.
Former association must not call itself an agricultural society
A corporation whose certificate of organization is cancelled must without delay change its corporate name to remove the words "agricultural society" from the name.
Unauthorized use of title "agricultural society"
No person other than a society or association in good standing shall
(a) use the words "agricultural society" in a corporate name or a name registered under The Business Names Registration Act; or
(b) represent itself as being an agricultural society under this Act.
Clause (1)(a) does not apply to MAAS.
The minister or superintendent may consult with or seek advice from MAAS whenever he or she considers it appropriate on any matter affecting societies.
Examination of books by Auditor General
The minister may ask the Auditor General to examine the books of account and records of a society or a corporation that is prescribed in the regulations for the purposes of clause 4(3)(d). In such a case, the minister may require the society or association to give the Auditor General access to the books of account and records and provide the Auditor General with copies of them on request.
The Lieutenant Governor in Council may make regulations
(a) prescribing corporations that are recognized as agricultural societies under clause 4(3)(d);
(b) respecting certificates of organization and their issuance;
(c) respecting the organization, management and activities of societies;
(d) respecting grants;
(e) defining any word or expression used but not defined in this Act;
(f) respecting any matter the Lieutenant Governor in Council considers necessary or advisable to carry out the purposes of this Act.
Regulations re pari-mutuel levy exemptions
The minister may make regulations exempting societies or associations that collect levies at horse racing meets from the obligation to remit those levies to the Horse Racing Commission under subsection 10(1) of The Pari-Mutuel Levy Act.
The Agricultural Societies Act, R.S.M. 1987, c. A30, is repealed.
This Act may be referred to as chapter A30 of the Continuing Consolidation of the Statutes of Manitoba.
This Act comes into force on the day it receives royal assent.