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L.M. 2004, c. 46
The Jewish Foundation of Manitoba Act
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(Assented to June 10, 2004)
WHEREAS The Jewish Foundation of Manitoba was incorporated by An Act to incorporate The Jewish Foundation of Manitoba, S.M. 1964 (1st Sess.), c. 90, and was continued by The Jewish Foundation of Manitoba Incorporation Act, R.S.M. 1990, c. 81;
AND WHEREAS The Jewish Foundation has presented a petition requesting that The Jewish Foundation of Manitoba Incorporation Act be replaced with the following, 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:
The following definitions apply in this Act.
"board" means the board of directors of the Foundation. (« conseil »)
"by-laws" means the by-laws of the Foundation. (« règlements administratifs »)
"director" means a member of the board. (« administrateur »)
"donation" includes a gift, grant, legacy, bequest, devise, testamentary disposition, deed of trust or other form of contribution. (« donation »)
"Foundation" means The Jewish Foundation of Manitoba continued by section 2. (« Fondation »)
"property" includes both personal and real property. (« biens »)
"registered charity" means a registered charity under the Income Tax Act (Canada). (« organisme de bienfaisance enregistré »)
The Jewish Foundation of Manitoba is continued as a corporation without share capital.
The members of the Foundation are the directors and any other persons admitted as members in accordance with the by-laws.
The Foundation is to maintain its head office in the City of Winnipeg.
The objects of the Foundation are to receive donations and to establish and manage funds to be used for the following charitable purposes:
(a) the care of needy persons, and in particular of the sick, aged, destitute and helpless;
(b) the betterment of underprivileged or delinquent persons;
(c) the promotion of educational advancement for the increase of human knowledge and the alleviation of human suffering;
(d) other charitable purposes or activities as determined by the board.
BOARD OF DIRECTORS
The board is to manage and administer the affairs of the Foundation.
The board is to consist of a maximum of 25 directors elected in accordance with the by-laws at the annual meeting of the members.
Each director must be a resident of Manitoba at the time of his or her election to the board and must meet any other requirements established by by-law.
The directors are not entitled to remuneration for serving as directors but are entitled to be reimbursed for their expenses as approved by the board.
The board may authorize the appointment of the officers and employees of the Foundation and provide for the determination of their remuneration.
The board must establish for the Foundation's funds an investment policy that is consistent with the duty of care that a trustee has in administering the property of others. Subject to section 16 (compliance with donor's conditions), the Foundation must adhere to that policy.
The board must establish a distribution policy that takes into account
(a) the Foundation's needs, including its need to maintain a reasonable balance between the capital value of its funds and the amounts to be distributed;
(b) the estimated total return on investments;
(c) the Foundation's disbursement quota requirements under any applicable taxation legislation; and
(d) any other factor the board considers relevant.
The board may make by-laws
(a) establishing one or more classes of membership, and establishing the qualifications, rights, privileges and obligations of the members of each class;
(b) establishing the number of directors, the procedure for electing or removing them, and their terms of office;
(c) respecting eligibility for election or re-election as a director;
(d) respecting the calling and conduct of meetings of the board or of the members;
(e) providing for the indemnification of directors, officers and employees of the Foundation;
(f) respecting liability insurance for directors, officers and employees of the Foundation;
(g) determining the fiscal year of the Foundation;
(h) respecting how documents are to be executed on behalf of the Foundation;
(i) respecting any other matter the board considers necessary or advisable for administering the Foundation or carrying out its objects.
The board may establish committees and may authorize a committee to do anything the board is authorized to do, except make by-laws.
CAPACITY AND POWERS OF THE FOUNDATION
Subject to the other provisions of this Act, the Foundation has the capacity, rights, powers and privileges of a natural person for the purpose of carrying out its objects.
Without limiting subsection (1), but subject to section 16 (compliance with donor's conditions), the Foundation may
(a) solicit and receive property by donation, transfer or otherwise for the objects of the Foundation;
(b) acquire, hold and administer property wherever it is situated;
(c) pay the expenses of administering the Foundation and property received or held by it, and charge those expenses against the income arising from the property it holds, on a proportionate basis or on any other basis the board considers equitable; and
(d) retain a financial institution or other person, on terms approved by the board, to
(i) provide advice regarding investments or the administration of property, or
(ii) make and manage investments on behalf of the Foundation, in accordance with the board's investment policy.
With the board's approval, the Foundation may enter into an agreement with a non-profit organization or registered charity authorized to operate in Manitoba for the Foundation to receive, invest and manage funds on behalf of the organization or charity.
The powers of the Foundation may be exercised in respect of all property held by the Foundation, whether it was received before or after the coming into force of this Act.
DONATIONS AND DISTRIBUTIONS
This Act is to be liberally construed to give effect to charitable donations within the objects of the Foundation.
Any form of words is sufficient to constitute a donation for the purposes of this Act, so long as the donor indicates an intention to contribute presently or prospectively to the Foundation.
The board, in respect of a donation made in trust of any property that takes effect in the future, may accept and exercise
(a) any power of appointment, settlement or distribution with respect to some or all of the income derivable from the property in the interim; and
(b) the power to nominate executors and trustees in the manner provided in the instrument creating the trust.
The Foundation must
(a) comply with any trusts or conditions that attach to property it receives; and
(b) observe any directions of the donor expressed in the instrument creating the trust or effecting the donation to the Foundation;
unless, in the board's opinion, to do so would jeopardize the Foundation's status as a registered charity. In that case, the Foundation may depart from the trusts, conditions or directions to the extent the board considers necessary to maintain that status.
To the extent required, the board may depart from the donor's directions or from the trusts or conditions attaching to property if
(a) the donor has died or is not available or, in the case of a corporate donor, the corporation has been dissolved; and
(b) conditions make it no longer possible, practical or wise for the board to carry out the express wishes of the donor.
Subject to section 16 and the board's distribution policy, donations to the Foundation, or substituted property, are to be held in perpetuity by the Foundation for the purpose of earning income to be used for the Foundation's objects.
The board must determine the amount to be distributed each year in the advancement of its objects and, subject to section 16, distribute it to organizations in Canada that, in the board's opinion, are engaged in one or more of the Foundation's charitable purposes.
In addition to distributing funds under subsection (1), the Foundation may
(a) establish and administer scholarships and fellowships; and
(b) provide funds for constructing and improving buildings to further the work of other charitable organizations.
A trustee or other person holding property in trust for a purpose similar, in whole or in part, to the objects of the Foundation, may, with the consent of the Foundation, apply to a judge of the Court of Queen's Bench for an order directing the person to hand over the property to the Foundation to be used
(a) by the Foundation in the same manner, and for the same purposes as other donations made to the Foundation; or
(b) for any charitable purpose stipulated in the application.
The judge may make the order requested. Upon handing over the property in compliance with the order, the trustee or other person is discharged from all further responsibilities with respect to the property.
The Foundation must not relieve a financial institution or other person retained under clause 11(2)(d) from having to exercise the degree of care that the institution, person or company is required to exercise at law.
The board must
(a) have an audit of the financial statements of the Foundation made at least once in every fiscal year by an independent auditor;
(b) make copies of the auditor's report available to the public on request; and
(c) distribute to the members, or publish in a newspaper with general circulation in the City of Winnipeg, a summary of the audited financial statements.
On the dissolution of the Foundation and after payment of all its debts and liabilities, its remaining assets must be distributed to other registered charities.
The Corporations Act does not apply to the Foundation.
REPEAL AND COMING INTO FORCE
The Jewish Foundation of Manitoba Incorporation Act, R.S.M. 1990, c. 81, is repealed.
This Act comes into force on the day it receives royal assent.
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