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R.S.M. 1990, c. 188
The Southwood Golf and Country Club Incorporation Act
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WHEREAS the persons herein named, by their petition, prayed that Southwood Golf and Country Club should be incorporated: Wilfred Richard Corner, Roderick James Macdonald, Harold St. George Stubbs, Donald Albert Tomlin, Jack Ewbank, James Norman McLachlan, Norman Taylor and James L. G. Hay; all of The City of Winnipeg, in Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of an Act to incorporate Southwood Golf and Country Club, assented to April 23, 1956;
AND WHEREAS the Minister of Justice has caused this 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:
Southwood Golf and Country Club, (hereinafter called "the club") is continued as a corporation consisting of those persons who are shareholders in the club on the coming into force of this Act and such persons as become shareholders.
The share capital of the club shall be 4,000 shares without nominal or par value made up of the following classes:
(a) 1,000 Class "A" shares;
(b) 1,000 Class "B" shares;
(c) 1,000 Class "C" shares;
(d) 1,000 Class "D" shares;
with the shares of each class having the same rights, privileges, restrictions and conditions as the shares of the other classes.
Subject to any restrictions in the by-laws of the club, shares may be issued at the times, to the persons and for the consideration that the board of governors may determine.
A share may be issued even if the consideration for the share is not fully paid.
Any unpaid consideration for a share is a debt due by the shareholder to the club.
The club must maintain a separate stated capital account for each class of shares it issues.
The club must add to the appropriate stated capital account the full amount of any consideration it receives with respect to every share it issues, and any additional amounts it subsequently receives respecting such a share.
A call may be made upon the shares of a class requiring the holder of each share of that class to pay an additional amount to the club in respect of each share. All amounts paid to the club pursuant to a call on the shares of a class shall be added to the stated capital account for that class of shares.
Subject to any restrictions in the by-laws of the club, the board of governors may by resolution authorize a call to be made upon a class of shares, requiring the holder of each share of that class to pay an additional amount to the club in respect of each such share. The resolution must specify the amount payable by the holder of each share and any terms and conditions respecting payment that the board of governors may establish.
Each registered holder of a class of shares subject to a call must be informed of the call by a written notice mailed postage prepaid to the registered holder's latest address as shown on the club's records. The notice must also specify the date by which the call must be paid.
A call made against a share of a class and unpaid by a shareholder is a debt due to the club by the shareholder, and the club has a lien on each share in the amount of the unpaid call. The club may refuse to approve the transfer of such a share until the unpaid call has been paid.
No one person shall hold, own or vote on more than one share in the capital stock of the club.
No transfer of any share of the club shall be made except by consent of the board of governors, and all shares shall be transferred on the books of the club in such manner, and subject to such restrictions and regulations, as may be imposed by the by-laws of the club.
The head office of the club shall be in the City of Winnipeg in the Province of Manitoba.
The club has all the powers necessary to do such things as are incidental or conducive to the attainment of the purpose of operating a sports and social club, including, without limiting the generality of the foregoing, the power to
(a) promote the game of golf and such other social and athletic activities as may be deemed by the club to be advisable or expedient;
(b) purchase, take on lease, build, hire or otherwise acquire, for the purpose of, or for the use in connection with, the club or club house, lands, buildings and other hereditaments, furniture, fixtures, fittings, and other chattels, and sell, mortgage, lease, surrender, or let on hire, all or any of them, and enter into and execute such building and other contracts as the board of governors may deem advisable, and make such regulations and rules for the control, use and enjoyment thereof as the club or the board of governors may determine;
(c) erect, maintain, alter, or improve, any building for the purposes of the club;
(d) afford all the usual privileges, advantages, conveniences, and accommodation, of a sports and social club;
(e) promote, manage, and conduct for profit golf tournaments and other entertainments;
(f) invest any of the money of the club not immediately required for the purposes thereof in such securities, and in such manner, as the board of governors may think fit, and vary or realize such investments.
The affairs of the club shall be under the management of a board of governors, the number of whom, and the method of whose election, shall be governed by the by-laws of the club.
The election of governors and all other questions voted on at a meeting of shareholders shall be decided by a plurality of the votes of the shareholders; but no shareholder shall be entitled to more than one vote.
The board of governors shall continue in office for two years, unless the by-laws of the club otherwise provide, and thereafter until their successors have been appointed; and if any vacancy occurs in the board, the remaining governors shall fill the vacancy for the balance of the term of the person in respect of whom the vacancy occurred.
The holder of a share is not entitled to any of the privileges of the club house or grounds, or to be elected a member of the board of governors, or to attend or vote at any meeting of the shareholders, unless he is a member of the club pursuant to the by-laws, rules and regulations.
The board of governors may delegate any of its powers to committees consisting of such member or members of the club as the board thinks fit.
Any committee so formed shall, in the exercise of the powers so delegated, conform and be subject to any directions, restrictions and regulations that may from time to time be imposed upon it by the board of governors.
The club may redeem a share
(a) at the request of the shareholder accompanied by the certificate representing the share offered for redemption;
(b) if the shareholder ceases to be a member in good standing of the club;
(c) if the shareholder fails to pay a call on the share within the time required for payment; or
(d) if the board of governors determines that redemption is in the best interests of the club;
on payment of a sum equal to the amounts the club received respecting that share, less any amounts owing by the shareholder to the club.
A notice of redemption of a share must be mailed to the registered holder at least 15 days before the date specified for redemption, but the accidental failure to give the notice to a holder does not affect the validity of the redemption.
The notice must set out the redemption price determined under subsection (1), the date on which redemption is to take place and the class of share being redeemed. On the date specified for redemption, the club must pay to or to the order of the registered holder the redemption price, less any amounts owing by the shareholder to the club, and cancel the certificate representing the share so redeemed.
At the request of a deceased shareholder's estate, the club must redeem a share on receiving a notice under subsection (5).
The right of redemption granted to the estate of a deceased shareholder may be exercised by the shareholder's duly authorized personal representative giving notice in writing signed by the personal representative. The notice must specify the class of share sought to be redeemed and be delivered to the club at its registered office, accompanied by the certificate representing the share being redeemed.
Not later than 60 days after receiving the notice referred to in subsection (5), the club must pay, to the order of the estate of the deceased holder of the share being redeemed, the redemption price determined under subsection (1), less any amounts owing by the deceased shareholder to the club.
Shares that the club redeems are to be restored to the status of authorized but unissued shares of the class.
This section is subject to subsection 34(2) of The Corporations Act.
The club may treat the registered holder of any share as the absolute owner thereof; and it shall not, except as ordered by a court of competent jurisdiction, be bound to recognize any equitable or other claim to, or interest in, any share on the part of any other person.
The club has a first and paramount lien on a share registered in the name of a member, whether solely or jointly with others, and upon the proceeds of the sale thereof,
(a) for the dues, fees, assessments, fines, and penalties, payable by that member to the club, either solely or jointly with any other person, and for all his other obligations to the club; and
(b) for the dues, fees, assessments, fines, and penalties, payable by, or in respect of, any member of the family of that member or by, or in respect of, any other person entitled to the privileges of the club by reason of the membership of that member, and for all other obligations to the club by, or in respect of, any such member of the family or other person;
whether the time for the payment, discharge, or fulfilment thereof has or has not arrived.
Any equitable interest created in any share is subject to section 8.
Unless otherwise specifically stipulated by the club at the time of registration, the registration of a transfer of shares operates as a waiver of the lien of the club in respect of dues, fees, assessments, fines, and penalties, payable under subsection (1) in respect of the tranferor, or of a member of his family or other person mentioned in clause (1)(b), or in respect of any obligation to the club by, or in respect of, the transferor or a member of his family or other person as aforesaid.
The board of governors of the club may administer the affairs of the club in all things, and may make or cause to be made, for the club any description of contract into which the club may by law enter, and may make by-laws, rules and regulations, not contrary to law or this Act, for all purposes bearing on the affairs, business, and property, of the club, its management, government, aims, objects, and interests; and in particular, and without restricting the generality of the foregoing, may make by-laws, rules and regulations, as aforesaid, in respect of
(a) the regulation of
(i) the allotment of stock and the making of calls thereon,
(ii) the payment of calls,
(iii) the issue and registration of certificates of stock,
(iv) the forfeiture of stock for non-payment,
(v) the disposal of forfeited stock and the proceeds thereof, and
(vi) the transfer of stock;
(b) the term of service of governors;
(c) the appointment, functions, duties, and removal, of all agents, officers, and servants of the club;
(d) the security to be given by them to the club and their remuneration;
(e) the time at which, and place where, the annual meetings of the club shall be held;
(f) the calling of meetings and the fixing of quorums at all meetings of shareholders and of the board of governors;
(g) the imposition and recovery of all penalties and forfeitures, admitting of regulations by by-law;
(h) the establishment of categories of members and the privileges and obligations applicable to the members of each such category;
(i) the fixing of the amount of admission and annual fees and the collection thereof;
(j) the fixing of dues, fees, and assessments payable by shareholders, or by members or categories of members or both, as the board of governors deems advisable;
(k) the admission of a shareholder into membership and the suspension or termination of the membership of a member;
(l) the conduct in all other particulars of the affairs of the club.
Every such by-law, and every repeal, amendment, and re-enactment thereof, unless in the meantime confirmed at a general meeting of the club duly called for that purpose, shall have force only until the next annual meeting of the club; and, in default of confirmation thereat, shall, and from that time only, cease to have force; and in that case no new by-law to the same or like effect shall have force until confirmed at a general meeting of the club.
No remuneration shall be paid to any member of the board of governors as such or by virtue of any office occupied by him, except as authorized by the by-laws of the club.
If authorized by by-law duly passed by the board of governors, and sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders duly called for considering the by-law, the board of governors may:
(a) borrow money upon the credit of the club;
(b) limit or increase the amount to be borrowed;
(c) issue bonds, debentures, debenture stock, or other securities of the club, and pledge or sell them for such sums, and at such prices as may be deemed expedient;
(d) hypothecate, mortgage, or pledge, the real or personal property of the club, or both, to secure any such bonds, debentures, debenture stock, or other securities, and any money borrowed for the purposes of the club.
Nothing in this section limits or restricts the borrowing of money by the club on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the club.
In all matters not provided for in this Act, and where not inconsistent with any matter provided for in this Act, the provisions of The Corporations Act apply to the club as if it was incorporated under that Act, with such modifications as circumstances may require, including substituting the word "club" for the word "corporation", the word "governors" for the word "directors" and the words "board of governors" for the words "board of directors".
NOTE: This Act replaces S.M. 1956, c. 95.
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