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S.M. 1988-89, c. 35
An Act to Incorporate the Dauphin General Hospital Foundation Act
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(Assented to November 30, 1988)
WHEREAS the persons named in this Act have, by their petition, prayed that this Act be enacted and it is expedient to grant the petition;
AND WHEREAS it is desirable that a corporation be created,
(a) to receive donations of real or personal property ("donated property") to be held in trust, for the purpose of assisting in
(i) the advancement of charitable objects on behalf of the Dauphin General Hospital ("the Hospital");
(ii) the provision of care, benefit and comfort to patients of the Hospital; and
(b) to act, where necessary, as a responsible trustee having custody and management of
(i) donated property, and
(ii) expenditures of capital or income that is derived from donated property,
having due regard to the directions, if any, made and given by the donor of donated property;
THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
There is hereby created a body corporate and politic under the name: "The Dauphin General Hospital Foundation" ("the corporation").
The membership of the corporation shall be composed of the members of the board of directors of the corporation ("the Board") appointed under section 4 and pending appointment of the members of the Board under this Act, the members of the corporation are: JOSEPH ARTHURS, retired farmer, VICTOR BARBER, retired, LEN LINTICK, retired, DONALD MARTIN, auto dealership owner, RANJIT SARIN, teacher, BETTY STEPHEN, housewife, LARRY ARTIBISE, barber, LOUIS TRACH, accountant, all of the Town of Dauphin, in the Province of Manitoba, ROBERT FORBES, retired farmer, ALLAN LYSACK, surgeon, BARBARA DURSTON, housewife, all of Rural Municipality of Dauphin, in the Province of Manitoba, WILLIAM URICHEN, farmer, of the Postal District of Valley River, in the Province of Manitoba, and STANLEY BABEE, farmer, of the Postal District of Sifton, in the Province of Manitoba.
The head office of the corporation shall be in the Town of Dauphin.
The Board shall be constituted as follows:
(a) one member appointed by each of the Town of Dauphin, the Rural Municipality of Dauphin, Dauphin General Hospital Health Care Auxiliary, Dauphin General Hospital Medical Staff and the Parkland Regional Health Authority; and
(b) six members at large, elected by the members at the annual meeting of the Board.
A member of the Board appointed under clause (1)(a) holds office for a term of one year or until a successor is appointed, whichever is later, but may not hold office for longer than six years.
Subject to subsection (4), a member of the Board elected under clause (1)(b) holds office for a term of three years and may be re-elected for one further term of three years.
The Board may vary the terms of office for some members of the Board to be elected under clause (1)(b) to provide for the expiry of terms in rotation.
In the event of a vacancy on the Board,
(a) in a position held by a person appointed under clause (1)(a), the appointing body shall appoint a successor to serve for the remainder of the term of the person; and
(b) in a position held by a person elected under clause (1)(b), the Board may appoint a successor to serve for the remainder of the term of the person.
The corporation has all the powers, privileges and immunities of a corporation under The Corporations Act and is subject to all the limitations and liabilities set out in The Corporations Act that are applicable to it and in addition, the corporation may
(a) receive, hold, control or administer property of every kind and description, whether real or personal;
(b) unless in contravention of an express term or condition under which a donation of property is made, convert donated property held by the corporation into any other form of property and for such purpose sell, dispose of, assign, transfer, lease or exchange donated property held by it;
(c) pass on and entrust to a trust company the custody and management of donated property, in the manner and in such portions as the Board may in its discretion determine;
(d) for purposes of clause (c), enter into agreements with trust companies; and
(e) lease donated property held by it.
Documents effecting a transfer, transmission, application, assignment or conveyance of donated property shall be executed by the corporation on its own behalf or, where the property is held by a trustee on behalf of the corporation, by the trustee, in such manner as the Board may by by-law prescribe.
Where the custody and management of donated property is entrusted to a trust company under clause 5(c), the trust company shall hold the property as a trustee for the corporation and shall,
(a) subject to subsection (2), have custody of, and authority to manage and deal with, the property and to make investments, re-investments, conversions, sales or dispositions with respect to the property as appear necessary or appropriate;
(b) observe, carry out, perform and give effect to all terms, provisions and conditions that are expressed by the donor when donating the property to the corporation;
(c) give effect to and observe directions of the Board with respect to donated property entrusted to the trust company where the directions are given by the Board in writing and do not contravene or are not inconsistent with either a term, provision or condition that is attached to the donation of the property or a provision of this Act;
(d) distribute moneys that are derived from donated property in such manner and in such amounts as the Board may direct; and
(e) on the written direction of the Board, pay the accounts and expenses of the corporation.
A trust company holding donated property as trustee for the corporation shall not make investments or re-investments in properties or securities other than properties or securities in which
(a) a trustee or a trust company may invest under the laws of the Province of Manitoba; or
(b) a life insurance company is permitted to invest its funds under the Canadian and British Insurance Companies Act (Canada).
Subject to subsection (2), the Board may use income earned from donated property and such part of the capital value of donated property as the Board deems proper for the enhancement of health care within the community served by the Hospital including, but without restricting the generality of the foregoing, for purposes of research, education and program development within the health field.
Where a donor of donated property directs in an instrument of donation creating a trust or making a gift to the corporation that the capital value of the donated property or the income earned by the donated property be used for a purpose within the scope of the corporation, the corporation, subject to subsection (3), shall not make use of the capital value or income except in accordance with the direction of the donor.
Where, after the death of a donor or, in the case of a corporate donor, after the dissolution or winding-up of the donor, furtherance of the true intent and purposes of this Act warrants, in the opinion of the Board, departure from a wish or direction that is expressed by a donor in an instrument of donation creating a trust or making a gift to the corporation, the Board may, with the consent of the Court of Queen's Bench, depart from the expressed wish or direction of the donor to the extent necessary to further the true intent and purposes of this Act.
The Board may appoint officers of the corporation and employ staff and determine the salaries and other remuneration, if any, to be paid to the officers and staff.
Subject to subsection (3), the corporation may make whatever expenditures are required for purposes of carrying out the objects of the corporation under this Act, including the payment of salaries and other remuneration, if any, to its officers and staff.
Before payment of an expenditure under subsection (2) is made by the corporation, the Board shall approve the payment.
The corporation may pass by-laws regulating the carrying out of its duties under this Act.
Where the property is donated to the corporation in trust and the trust objects take effect on a future date or on the happening of a future event, the corporation may, pending the arrival of the date or the happening of the event, accept and exercice its powers of appointment, settlement or distribution with respect to income that is derived from the donated property and may nominate executors and trustees as provided in the instrument creating the trust.
The Board shall cause an audit of the records of the corporation to be done at least once in each fiscal year of the corporation and shall submit the report of the auditor to the board of directors of the Hospital.
The corporation shall not be dissolved, except by a resolution passed by 2/3 of the members of the Board present at a meeting called for the purpose.
Upon the dissolution of the corporation, after payment of all debts and liabilities, the remaining property of the corporation shall be transferred to an organization with similar objects and purposes.
This Act comes into force on the day it receives the royal assent.