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R.S.M. 1990, c. 89
The Manitoba Automobile Museum Foundation Incorporation Act
|Table of Contents||Bilingual (PDF)|
WHEREAS the persons hereinafter named, by their petition, prayed that The Manitoba Automobile Museum Foundation should be incorporated: John
James Norris, Pharmacist, Ronald Gardner, Creamery Manager, Kenneth Corbett, Elevator Agent, Earl George Bartley, Telegrapher, and Jack Waller, Bookkeeper, all of the Village of Elkhorn in Manitoba, and Isaac Clarkson, Farmer, and Harvey O'Dell, Farmer, both of the Rural Municipality of Wallace in Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate "The Manitoba Automobile Museum Foundation", assented to March 30, 1961;
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 Manitoba Automobile Museum Foundation (hereinafter referred to as "the foundation") is continued as a corporation consisting of those persons who are members of the corporation on the coming into force of this Act and such other persons as become members.
The objects of the foundation are to establish, operate, maintain, and extend an automobile museum in the Village of Elkhorn in Manitoba, to co-operate with other organizations, whether incorporated or not, that have objects similar in whole or in part to the objects of the foundation, and to do all such other things as are incidental or conducive to the attainment of the objects hereinbefore mentioned.
The affairs of the foundation shall be governed by a board of trustees of seven persons of whom
(a) one shall be Isaac Clarkson of the Rural Muncipality of Wallace in Manitoba, Farmer, during his lifetime or at his pleasure; and thereafter such person as is appointed to replace him as herein provided;
(b) one shall be the mayor of the Village of Elkhorn in office from time to time;
(c) three shall be members of, and represent, the council of the Village of Elkhorn; and
(d) two shall be residents of the Province of Manitoba, neither of whom is a member of the council of the Village of Elkhorn.
The persons referred to in clauses (1)(c) and (d) shall be appointed by the council of the Village of Elkhorn at a regular meeting of the council or special meeting thereof held for that purpose, by the affirmative vote of a majority of council.
At any meeting the council of the Village of Elkhorn may remove any member appointed by it under clause (1)(c) or (d) by the affirmative vote of a majority of council.
Where a vacancy in the board of trustees occurs by reason of
(a) the death or resignation of Isaac Clarkson;
(b) the death, resignation, removal from office or expiration of the term of office of a member of the council of the Village of Elkhorn;
(c) the death, resignation, or removal from office of a member appointed under clause (1)(d);
the council of the Village of Elkhorn shall, by the affirmative vote of a majority of the council appoint a person qualified under subsection (1) to fill the vacancy thus created, and the person so appointed shall immediately become a member of the board of trustees.
The mayor of the Village of Elkhorn in office from time to time shall be chairman of the board of trustees.
The board of trustees shall administer the affairs of the foundation in all things and may make, or cause to be made, for the foundation any description of contract into which the foundation may by law enter, and shall make by-laws, rules, and regulations, not contrary to law or to this Act, for all purposes bearing on the affairs, business, and property of the foundation, its management, government, and interests, and in particular, and without restricting the generality of the foregoing, shall make rules and regulations respecting the functioning of boards or committees appointed by the board of trustees.
The board of trustees may, subject as herein provided, appoint committees and chairmen thereof, including
(a) an advisory committee composed of 12 persons residing in Manitoba who, by virtue of their positions in life and their interest in the foundation are deemed by the board to possess the qualifications to assist the foundation in determining the operating policy, raising capital funds, and giving publicity to the foundation; and
(b) a general committee composed of the chairmen of all such committees as may be so appointed.
Of the members of the board of trustees appointed under clause 3(1)(d), one, selected by council of the Village of Elkhorn, shall be chairman of the advisory committee and the other shall be chairman of the general committee.
The board of trustees, at any regularly held meeting, may, subject as herein provided
(a) appoint suitable persons to fill vacancies in the advisory committee and other committees;
(b) by resolution passed by the affirmative votes of the majority of the trustees, remove from office any member of the advisory committee or other committees.
The foundation has all the powers necessary to do so 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) for the furtherance of its purposes and objects receive as a gift or bequest, buy, rent, or otherwise acquire and hold, control, administer, lease, sell, lend, give, or otherwise dispose of such real property, wheresoever situated, as is necessary or desirable for those purposes or objects, and either alone or in concert with any other person, and may convert any such real property into any other form;
(b) delegate to any one or more trust companies the custody and management of all or any portion of any property from time to time held by the foundation, upon such terms as the board of trustees may consider requisite;
(c) invest any funds received by it in any investments authorized for trustees under The Trustee Act;
(d) borrow money upon the credit of the foundation in such amounts, and on such terms as may be considered expedient, and give security therefor in any manner upon all or any of the assets, real and personal, moveable or immoveable, of the foundation, either alone or in concert with any person.
None of the powers set out in subsection (1) relieves the foundation from compliance with any express term of a trust of donation under which money or other property has been received and accepted by the foundation.
The head office of the foundation shall be at the Village of Elkhorn in Manitoba.
The foundation shall cause an audit to be made of its books of account and financial records at least once in every fiscal year, by an independent auditor appointed by the board of trustees.
Nothing herein exempts the foundation from the provisions of any other Act of the Legislature; and in particular, and without restricting the generality of the foregoing, all the provisions of The Corporations Act that by that Act are made applicable to the foundation apply to it as therein stated.
NOTE: This Act replaces S.M. 1961 (1st sess.), c. 96.