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It has been in effect since November 14, 1990, when this Act came into force.
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R.S.M. 1990, c. 212
The Westminster United Church Foundation Incorporation Act
|Table of Contents||Bilingual (PDF)|
WHEREAS the persons hereinafter named, by their petition, prayed that the Westminster United Church Foundation should be incorporated: George Edward Sharpe, Company Executive, James Edward Wilson, one of Her Majesty's Judges of the Court of Queen's Bench, and Stanley Douglas Arnott, Company Executive, all of The City of Winnipeg, in the Province of Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Westminster United Church Foundation, assented to May 25, 1968;
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:
Westminster United Church Foundation (hereinafter referred to as the "Foundation") is continued as a corporation.
The Foundation shall consist of the members of the board of trustees (hereinafter called "the board") for the time being of the Foundation.
The head office of the Foundation shall be in The City of Winnipeg, in the Province of Manitoba.
The objects of the Foundation are to receive donations in trust for Westminster United Church, in The City of Winnipeg, in the Province of Manitoba, and to provide for the management and control of the property so donated to the end that the property shall be devoted to the maintenance and work of Westminster United Church as a centre of Christian teaching and welfare work in The City of Winnipeg.
The Foundation may solicit and receive donations of money and other property of every kind and description wheresoever situate by transfer, deed, will, assignment or other writing either absolutely or on trust conditions.
The Foundation 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 borrow moneys for the furtherance of its objects and the power to issue bonds, debentures or other evidence of indebtedness to secure the repayment of moneys borrowed by the Foundation.
The Foundation as soon as practicable after a donation has been received and become operative may appoint a trust company to have the custody and management of the whole or part of the property included in the donation to act as trustee thereof for the Foundation.
The Foundation may at any time revoke the appointment of any trust company as a trustee and appoint another trust company in substitution for the original appointment.
All of the resources of the Foundation shall be devoted to the furtherance of its objects and no part of the income or other assets of the Foundation shall be payable to or otherwise available for the personal benefit of the members of the board or any other person except in so far as may be required for payment of salaries of employees or re-imbursement of expenses incurred on behalf of the Foundation.
The board, by resolution passed by a majority of the board, shall determine the manner in which the moneys available in each fiscal year shall be distributed and the board shall, in so determining, respect and be governed by any particular wishes that may have been expressed by the donor of property, but if, in the course of time after the death of the donor, conditions arise whereby, in the opinion of the board, a departure from the expressed wishes of the donor would further the usefulness of the donation according to the true intent of this Act, the board may, in its absolute discretion, depart from the expressed wishes of the donor to the extent necessary to further the objects and purpose of the Foundation.
In the absence of direction by the donor, it shall be deemed that all donations received by the Foundation are to be invested and that the Foundation may
(a) use or distribute any income derived or received from the investment of any donations received and all or any part of the capital of any donations received for the purposes of the maintenance and work of Westminster United Church as provided in this Act; or
(b) accumulate any income derived or received from the investment of any donations received for such period as the Foundation may deem advisable.
The board of trustees of the Foundation shall consist of 11 persons, six of whom shall be ex officio members as follows:
(a) the Minister of Westminster United Church;
(b) the Chairman of the Board of Trustees of Westminster United Church;
(c) the Chairman of the General Board of Westminster United Church;
(d) the immediate past Chairman of the General Board of Westminster United Church;
(e) the Secretary of the General Board of Westminster United Church;
(f) the Treasurer of the General Board of Westminster United Church;
and five of whom shall be elected by the congregation of Westminster United Church at its annual meeting, one of whom shall retire each year, but shall be eligible for re-election.
The board shall fill any vacancies existing on the board from time to time, and for this purpose may appoint such persons to the board as they, in their sole discretion, deem qualified.
The board of trustees of the Foundation shall administer in all things the affairs of the Foundation, and may make or cause to be made for the Foundation any description of contract that it may, by law, enter into; and without limiting the generality of the foregoing, the board of trustees may
(a) exercise all of the powers of the Foundation as herein provided;
(b) exercise all of the powers of directors under the applicable provisions of The Corporations Act;
(c) make and enter into any agreement or arrangement with other organizations for furthering the objects of the Foundation;
(d) authorize any member of the board of trustees or any officer or employee of the Foundation or other person, to manage, transact and settle the banking business of the Foundation and to draw, make, accept, endorse, execute and issue cheques, bills of exchange, or other negotiable or transferable instruments;
(e) determine by whom the signatory powers of the Foundation may be exercised with respect to all contracts, deeds, or other documents of any kind whatsoever; and
(f) fix the compensation to be paid to employees of the Foundation.
The board of trustees may make, amend and repeal by-laws for the governing of the Foundation not inconsistent herewith or with any law in force in Manitoba.
Any form of words shall be sufficient to constitute a donation for the purpose of this Act, so long as the donor indicates an intention to contribute presently or prospectively to a fund or foundation of the general character indicated in this Act.
This Act is to be construed liberally, and in furtherance of the idea that the courts of Manitoba will assist in making effective gifts for religious and benevolent purposes, and will, in case of any failure on the part of the Foundation or of the board, do what is necessary to carry out the true intent and purpose of this Act.
Where property has been donated to the Foundation, and the donor is desirous that a part of the income derivable therefrom should be distributed for a purpose or purposes other than those set out in this Act, and so indicates in the instrument creating the trust, the board may accept and exercise the trust in respect of the distribution of such part, as fully and effectually as in respect of the remainder.
The board shall cause an audit to be made, at least once in every fiscal year, of the receipts and disbursements in connection with all donations, and shall present to the Congregation of Westminster United Church at its next annual meeting a certified statement of the audit showing in detail the investments made of all funds donated to and vested in the Foundation, the amount of the income received during the preceding fiscal year and the purpose for which the income had been used, and a statement of the expenses of the trustees and of the board.
The statement shall also show the amount of property which donors have set apart for the benefit of the Foundation to become effective in future, and the names of the donors.
The board shall give full information and permit the necessary inspections to enable such audits to be made.
If the fund is would up or otherwise liquidated, the assets of the Foundation, subject to any trust conditions attached thereto, shall be transferred to the Winnipeg Presbytery of the United Church of Canada.
NOTE: This Act replaces S.M. 1968, c. 102.