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R.S.M. 1990, c. 71
The Icelandic Festival of Manitoba or Islendingadagurinn Manitoba Incorporation Act
|Table of Contents||Bilingual (PDF)|
WHEREAS The Icelandic Festival of Manitoba or Islendingadagurinn Manitoba (hereinafter referred to as "the festival") was an unincorporated organization existing in the Province of Manitoba;
AND WHEREAS the persons hereinafter named, by their petition, prayed that The Icelandic Festival of Manitoba or Islendingadagurinn Manitoba should be incorporated: Valdimar Arnason, of the Town of Gimli, in Manitoba, Merchant, and Brian Jakobson, Salesman, Dennis Neil Stefanson, School Principal, Rudolph Bristow, Accountant, and Mattie Haldorson, all of the City of Winnipeg, in Manitoba.
AND WHEREAS their prayer was granted and resulted in the enactment of An Act to incorporate "The Icelandic Festival of Manitoba" or "Islendingadagurinn Manitoba", assented to July 20, 1972;
AND WHEREAS the Minister of Justice has caused the 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:
The Icelandic Festival of Manitoba, also known as Islendingadagurinn Manitoba, (hereinafter referred to as "the corporation") is continued as a corporation consisting of those persons who are members on the coming into force of this Act and such other persons as may from time to time become members.
The names of the corporation may be used either in combination or separately.
The head office of the corporation shall be in Manitoba.
The corporation has all the powers necessary to do such things as are incidental or conducive to the attainment of its objects, including, without limiting the generality of the foregoing, the power to
(a) continue, carry on and promote the work of the festival;
(b) provide facilities for the carrying on of the work of the festival;
(c) promote public interest in and inform the people of Manitoba of the role, culture and heritage of the Icelandic people in Manitoba;
(d) foster the growth of better understanding between the various racial and ethnic groups in the province;
(e) provide for social intercourse and reunion of people of Icelandic ancestry and others.
Any profits or gains of the corporation shall be used in promoting its objects; and no part of any such profits and none of the assets of the corporation shall be payable to, or otherwise made available for the personal benefit of any member thereof, except insofar as they may be required for payment of salaries of employees and reimbursement of reasonable expenses incurred by directors, officers, or employees.
If, upon the winding up or dissolution of the corporation there remains, after the satisfaction of all its debts, liabilities, and obligations, any property whatsoever, that property shall not be paid to or be distributed among the members of the corporation, but shall be given or transferred to any other organization or number or organizations, incorporated or unincorporated, having objects similar to the objects of the corporation, or, if no organization of that nature can be found, then the property shall be used for a charitable object and the benefitting organization or organizations or the charitable object, as the case may be, shall be selected by the members of the corporation at or before the time of winding up or dissolution or, if they are unable to agree or fail to make the selection for any other reason, then by the directors of the corporation, or if the directors are unable to agree or fail to make the selection for any other reason, then by a Judge of the Court of Queen's Bench.
The corporation may
(a) borrow money for the purpose of carrying out its objects and hypothecate, pledge or mortgage its real or personal property or both;
(b) issue bonds and debentures in such denominations or amounts as it deems advisable, secured by mortgage or otherwise;
(c) sign bills, notes, or contracts or other evidence or securities for money borrowed or to be borrowed for the purposes aforesaid; and
(d) pledge debentures as security for temporary loans, and re-issue debentures after redemption thereof.
The corporation in its corporate name, may purchase, take, hold, receive, acquire, lease, build, improve, possess and enjoy any property, real or personal, corporeal or incorporeal whatsoever and any estate or interest therein.
On July 22, 1972
(a) all assets that were vested in the festival were transferred to and vested in the corporation;
(b) all liabilities of the festival were assumed by the corporation; and
(c) the corporation became entitled to all benefits to which the festival was entitled by virtue of effluxion of time or the performance of or compliance with prerequisites.
Any person that is eligible for membership under the by-laws of the corporation, may become a member thereof.
The board of directors of the corporation shall consist of not less than five nor more than 25 directors, as may be fixed from time to time by by-law of the corporation.
Directors shall be elected in such manner as may be provided by the general by-laws of the corporation.
A quorum of directors shall be not less than 50% of the directors, but the quorum may be increased by by-law of the corporation.
The board of directors of the corporation may administer in all things the affairs of the corporation and may make or cause to be made for the corporation any description of contract that it may, by law, enter into; without limiting the generality of the foregoing, the board of directors may
(a) exercise all the powers of the corporation;
(b) make and enter into any agreement or arrangement with other organizations for furthering the objects of the corporation;
(c) authorize any director, officer, or employee of the corporation or other person to manage, transact, and settle the banking business of the corporation and to draw, make, accept, endorse, execute, and issue cheques, bills of exchange, and other negotiable or transferable instruments;
(d) determine by whom the signing powers of the corporation shall be exercised with respect to all contracts, deeds, or other documents of any kind whatsoever;
(e) fix the salaries to be paid to employees.
The general by-laws may be amended repealed, substituted, or added to only by resolution approved at a general meeting of the corporation, upon such notice and in such manner as the general by-laws may provide.
Subject to subsection (3), the board of directors may make such by-laws, not inconsistent with the general by-laws, as they deem necessary or advisable for the due carrying out of the objects of the corporation, and may repeal, amend or re-enact them.
Unless ratified and confirmed at the next general meeting of the corporation held after the making of the by-law, each by-law of the corporation ceases to have force and effect at the end of that general meeting.
NOTE: This Act replaces S.M. 1972, c. 96.