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R.S.M. 1990, c. 223
The Winnipeg Humane Society Foundation Incorporation Act
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WHEREAS The Winnipeg Humane Society for the Prevention of Cruelty to Animals (hereinafter called "the Society") was incorporated under The Companies Act by Letters Patent dated February 19, 1968;
AND WHEREAS the persons hereinafter named, by their petition, prayed that The Winnipeg Humane Society Foundation should be incorporated: Graeme T. Haig, Q.C., President of the Society, Elaine James, Secretary of the Society and President of the Women's Auxiliary of the Society, and Gordon Hunt, Treasurer of the Society;
AND WHEREAS their prayer was granted and resulted in the enactment of An Act to Incorporate The Winnipeg Humane Society Foundation assented to June 30, 1982;
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 Winnipeg Humane Society Foundation (hereinafter called "the Foundation") is continued as a corporation consisting of those persons who are members of the Board on the coming into force of this Act and such other persons as may from time to time be elected as members of the Board under section 4.
The objects of the Foundation are
(a) to receive donations in trust for the Society;
(b) to invest and manage any donations received under clause (a); and
(c) to use the net annual income from investments under clause (b), and any of the capital thereof as and when the Foundation deems advisable and if it is not inconsistent with the terms under which the capital was donated, in perpetuity, for the purposes of the Society as an organization devoted to the prevention of cruelty to domestic and wild animals and the encouragement of kindness toward and humane treatment of domestic and wild animals.
Without restricting the generality of subsection (1), the purposes of the Society include
(a) providing for the health, welfare, care and conservation of domestic and wild animals through the provision of shelter and sanctuary for the animals and such other means as the Society deems advisable;
(b) furthering scientific research for the benefit of domestic and wild animals; and
(c) furthering the education of the public in matters involving domestic and wild animals.
Any income not immediately required for the purposes of the Society may be accumulated by the Foundation and kept invested for such period of time as the Foundation deems advisable, if the accumulation is not inconsistent with any directions of the donor of the property from which the income is derived.
The affairs of the Foundation shall be managed and administered by a Board (herein called "the Board"), consisting of
(a) the persons who hold each of the following offices of the Society, for so long as they hold the office:
(i) the chairperson,
(ii) the vice-chairperson,
(iii) the treasurer,
(iv) the past chairperson; and
(b) three persons who are elected or appointed in accordance with the Foundation's by-laws.
The Board has and may exercise all the powers of the Foundation.
The Board may make by-laws
(a) establishing the procedure for electing or appointing members of the Board, including establishing their terms of office and procedures for their removal;
(b) respecting the Foundation's internal administration and governance; and
(c) respecting the conduct of the Foundation's business and affairs.
The members of the Board shall, by a simple majority vote, elect one of their number as chairperson.
Each member of the Board, including the chairperson, has one vote, but the chairperson has one additional vote in cases of tie votes.
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
(a) receive donations of, and hold, control, lease and administer, property of every kind and description whether real or personal and wheresoever situated;
(b) invest all or any part of any property donated to the Foundation, in investments which are by law authorized to be made by a trustee;
(c) convert all or any part of the property of any donation received into such form as the Foundation deems advisable if it is not in contravention of an express term under which the donation was made and may, for that purpose, sell, dispose of, assign, transfer or exchange the property or the part thereof as the Foundation deems advisable;
(d) acquire by purchase, lease or otherwise, and hold, any property, real or personal, and alienate any property so held.
The Board must establish, for any investments of property donated to the Foundation, an investment policy that is consistent with the duty of care that a trustee has in administering the property of others. Subject to section 10 (terms of donations), the Foundation must adhere to that policy.
Subject to section 10 (terms of donations), the Foundation may retain a financial institution or other person, on terms approved by the Board, to make and manage investments on behalf of the Foundation in accordance with the Board's investment policy.
Subject to subsections (2) and (3), the Foundation, in administering any property donated to it, whether the Foundation is administering the property itself or through a person retained by it, shall give effect or ensure that effect is given to any terms of the donation imposed by the donor.
Every donation accepted by the Foundation shall be accepted subject to the condition that the costs of administering the property donated and the operating expenses of the Foundation, including the salaries of the Foundation's employees and the fees and expenses of any person retained by the Foundation to administer the property, shall be paid out of the income derived from the property or, if there is no income, out of the capital thereof, in such amounts from time to time as the Foundation may determine.
(a) a donor imposes no terms upon a donation made to the Foundation; or
(b) due to the effluxion of time or otherwise, it is impossible to carry out the terms imposed by the donor upon a donation made to the Foundation;
and the donor is deceased or incapacitated, the Foundation may in its absolute discretion administer the property of the donation in such manner as it deems advisable but not inconsistent with the objects of the Foundation under this Act.
The Foundation may engage or appoint such employees or experts or other persons as it deems necessary for the purposes of carrying out its objects under this Act, and may pay their salaries or other remuneration.
Any form of words is sufficient to constitute a donation to the Foundation for the purposes of this Act, so long as the form expresses the intention of the donor to make the donation in favour of the Foundation or for the purposes of the Society.
Where a donation is made to the Foundation for the purposes of this Act, but to take effect on a future date or on the happening of a future event, the Foundation may accept the donation and may, during the period from the time of the making of the donation until the time the donation takes effect, administer the property thereof and may exercise in respect thereof the powers conferred upon it under this Act, and any power of appointment, settlement or distribution and any power to nominate executors and administrators conferred upon it by the instrument effecting the donation, notwithstanding that the expressed purposes of the donation during that period are unrelated to the purposes of the Foundation under this Act.
The Foundation shall cause an audit to be made at least once in every fiscal year thereof of its receipts and disbursements during the preceding fiscal year of property donated to it, and shall present to the Society, at its first annual meeting following the audit, a certified statement of the audit showing in detail, in respect of the preceding fiscal year,
(a) all investments made of donations received by the Foundation;
(b) the amount of income received from the investments;
(c) the purpose or purposes for which the income has been used;
(d) a list of the fees and expenses paid or payable to each person retained by the Foundation to manage its investments;
(e) a list of the operating expenses of the Foundation; and
(f) a list of the donations made to the Foundation to become effective in the future, showing the name of each donor.
The Foundation and any person retained by the Foundation to manage its investments shall allow the auditors making an audit under subsection (1) free access at reasonable times to their respective books and records for purposes of the audit.
The Foundation may make rules and by-laws regulating its affairs and its procedures under this Act, including, without restricting the generality of the foregoing, rules and by-laws
(a) fixing the fiscal year of the Foundation
(b) fixing the quorum required for meetings of the Board;
(c) fixing the remuneration of any person retained by the Foundation to manage its investments;
(d) fixing the time or times of any audit required under section 14;
(e) respecting the distribution of the income from donations; and
(f) respecting such other matters as the Foundation may deem advisable for the efficient carrying out of its objects under this Act;
and the Foundation may amend, repeal and replace any rule or by-law made.
In the event that the Society should cease to exist, the Foundation may dispose of any funds in its possession or under its control to any successor to the Society but, if there is no successor, the Foundation may, in its absolute discretion,
(a) dispose of the funds to such organization, association, society, body or group, whether incorporated or not, as in the opinion of the Foundation has purposes and objects similar to those of the Society; or
NOTE: This Act replaces S.M.1982, c. 58.
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