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R.S.M. 1990, c. 220
The Winnipeg Clinic Incorporation Act
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WHEREAS certain persons by their petition, prayed that Winnipeg Clinic should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate "Winnipeg Clinic", assented to March 25, 1949;
AND WHEREAS the persons hereinafter named were the first members of the said clinic: Gilbert L. Adamson, A. Wilson Andison, Lennox G. Bell, Brian D. Best, Louis Cherniack, Oswald J. Day, John Farr, Jacob E. Isaac, John M. Kilgour, Thomas A. Lebbetter, Ian S. Maclean, J. Wendell Macleod, Harry D. Morse, Maitland B. Perrin, George H. Ryan, Frederick A.B. Sheppard, C. Burton Stewart, Paul H.T. Thorlakson, Kenneth R. Trueman, Charles H.A. Walton;
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:
Winnipeg Clinic (hereinafter referred to as "the clinic") is continued as a corporation consisting of those persons who are members of the clinic on the coming into force of this Act and such other persons as may from time to time become members as herein provided.
The purposes and objects of the clinic shall be to provide diagnostic, consultative, treatment and administrative facilities for the physicians and surgeons who are or may become members of the clinic, and others, and who are practising their profession of medicine and surgery in co-operation and association with each other.
The clinic 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) acquire, establish, provide, operate, maintain and make available to its members and others, diagnostic, consultative, treatment and hospital facilities, or any of them, and buildings, premises and equipment, its organization and administrative staff and facilities, and engage, utilize and make available to its members and others, the services of duly qualified medical practitioners, pharmacists, technicians and staff members;
(b) enter into agreements with duly qualified medical practitioners whereby the practitioners agree to conduct the practice of medicine and surgery in association with each other and in so doing to make use of the facilities provided by the clinic, including its diagnostic, consultative, treatment and hospital facilities, or any of them, and its buildings, premises, equipment, technicians and staff, its organization and administrative staff and facilities, to make their services available to the clinic, its members and others, and to assign to the clinic all fees earned by them in the conduct of their practices, and whereby the clinic agrees to pay such practitioners salary and other payments or benefits;
(c) with a view to furthering the purposes and objects of the clinic, purchase, take on lease, acquire, accept, receive whether by way of purchase, grant, donation, gift, devise, bequest or otherwise howsoever, and own, hold, control, receive income from, develop, operate, manage and administer, and sell, assign, transfer, exchange, lease, let, make available to others, turn to account, or otherwise in any way dispose of, or deal in and with, property of every kind or description, whether real or personal and wheresoever situate;
(d) establish, assist by grant or otherwise, provide equipment for, maintain, and operate clinical, scientific, chemical, pathological, medical and surgical research laboratories, or any one or more of them;
(e) subject to the provisions of The Pharmaceutical Act and every other Act of the Legislature, carry on the business of a pharmacy, and manufacture, produce, blend, compound, improve, purchase, sell, distribute, exchange, dispose of, and deal in, drugs and medicine of all kinds, physicians', hospital and sick room supplies, proprietary articles and druggist's sundries, mineral, animal or vegetable oils, chemicals of every character, and chemical, electrical, surgical and scientific apparatus and equipment;
(f) from time to time borrow, from any chartered bank or banks or from any corporation or person, such sum or sums of money as may be required for the purposes of the clinic and give promissory notes or other evidence of debt in connection therewith, and, if deemed necessary or expedient, assign, mortgage or pledge any of its properties and assets to secure the repayment of any money borrowed;
(g) from time to time invest and re-invest all funds and moneys of the clinic;
(h) establish and support, or aid in the establishment and support of, associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the clinic or the dependants or connections of such persons, and grant pensions and allowances, and provide, and make payments towards group insurance and pension funds or plans, and subscribe or guarantee money for any medical, surgical, scientific, charitable or benevolent objects, and for any public, general or useful object.
Notwithstanding anything expressed or implied herein, the clinic, as distinct from its members, shall not for hire, gain, or hope of reward practise medicine or surgery and shall in the conduct of its affairs observe the provisions of The Medical Act and every other Act of the Legislature.
No person who is not a duly qualified medical practitioner may be a member of the clinic, and membership in the clinic may not be assigned and shall terminate on the death, resignation or expulsion of the member, or upon his ceasing to be a duly qualified medical practitioner; but otherwise the number and qualifications of members, the various classifications of members, the voting and other rights attaching to each classification, the conditions of, circumstances and manner of entry into and termination of membership, and generally the conditions privileges and obligations attaching to membership in the clinic, shall be such as may be determined from time to time by by-law of the council hereinafter referred to.
The property, business and affairs of the clinic shall be managed by a council (herein referred to as "the council") of such number of members of the clinic, not less than five nor more than nine, as may be determined from time to time by the members of the clinic in the manner provided in the by-laws.
The council may make such by-laws, rules and regulations, not contrary to law, as it deems necessary or advisable for the due carrying out of the purposes and objects of the clinic; and, without restricting the generality of the foregoing, may make by-laws, rules and regulations, not contrary to law, with respect to
(a) the adoption of a common seal;
(b) the appointment, functions, duties and removal of all officers, servants and agents of the clinic and their remuneration;
(c) the election or appointment of council members and their term of office;
(d) the time and place of the calling and holding of all meetings of the council and of the members of the clinic, and the quorum and the procedure in all things to be followed at such meetings; and
(e) the conduct in all other particulars of the affairs of the clinic;
and may repeal, amend or re-enact the same.
Every by-law, rule and regulation and every repeal, amendment or re-enactment thereof shall have force and effect until the next ensuing general meeting of the members of the clinic and, in default of confirmation thereat, shall at and from that time cease to have validity, force or effect.
Nothing herein contained shall in any way detract from the rights, powers and privileges of the members in general meeting called pursuant to provisions of the by-laws of the clinic to make such by-laws, rules or regulations with respect to any of the affairs of the clinic as the members see fit.
The principal office of the clinic shall be at the City of Winnipeg or at such other place in the Province of Manitoba as may be determined by by-law.
The clinic shall cause a meeting of its members to be held at least once annually and shall cause an annual audit of its accounts to be made at least one in every fiscal year by an independent auditor who shall be a chartered professional accountant authorized to provide public accounting services and who shall be appointed at the annual meeting of the members of the clinic.
The council shall give full information to the auditor and permit necessary inspections to enable the audits to be made, and shall cause a certified statement of each audit, showing the receipts and expenditures of the clinic for the preceding fiscal year and the investments, if any, held by the clinic at the time of the audit for that year, to be laid before the first meeting of the members of the clinic held after completion of that audit.
No part of the income of the clinic shall enure to the personal profit of, or be paid or payable to, any member of the clinic by reason only of his membership therein; nor shall any member upon his death or retirement as a member by reason only of such membership have or be entitled to any interest in the profits and assets of the clinic, but this shall not operate to deprive any such member of any claim which he may have by agreement or under any pension, benefit or retirement plan.
NOTE: This Act replaces S.M. 1949, c. 100.
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