Date: June 10, 2004
RSM 1990, c. 81
The Jewish Foundation of Manitoba Incorporation Act
WHEREAS the persons hereinafter named were desirous of associating together to receive donations in trust to the end that the net annual income for such donations should be devoted perpetually to charitable, educational, and cultural purposes in accordance with the directions of a board whose members would give their services gratuitously and would be chosen periodically from persons evincing an interest in the public welfare;
AND WHEREAS the persons hereinafter named, by their petition, prayed that The Jewish Foundation of Manitoba should be incorporated: Joseph Halprin, Barrister-at-Law, Abe Werier, Manager, Samuel Werier, Manager, Jack Isaac Arkin, Manager, Nathan Arkin, Manager, Edgar Judah Aronovitch, Realtor, Abe Averbach, Manufacturer, Allan T. Bass, Realtor, Martin Berney, Manager, Hyman Norman Bernstein, Manager, J. Morris Bernstein, Manager, Frank Billinkoff, Barrister-at-Law, Morley Blankstein, Architect, Aaron Bricker, Manager, Frank Buchwald, Manager, Harold Buchwald, Barrister-at-Law, Alex. E. Cantor, Queen's Counsel, Barrister-at-Law, Leon Chechik, Manager, Joseph A. Cherniack, Barrister-at-Law, Saul Mark Cherniack, Queen's Counsel, Barrister-at-Law, Albert D. Cohen, Manager, Samuel N. Cohen, Manager, David Moses Copp, Merchant, Hyman I. Corne, Barrister-at-Law, Mark H. Danzker, Alderman, Louis Diner, Manager, Manual Diner, Manager, Irwin Dorfman, Queen's Counsel, Barrister-at-Law, I. Joseph Dreman, Grain Merchant, Alvin R. Druxerman, Manager, Shia Feldman, Manufacturer, Melvin Fenson, Student-at-Law, Max Freed, Manufacturer, Samuel Freedman, Justice of Appeal, Max Gardner, Manager, Harold Genser, Merchant, Max Gladstone, Merchant, Morris Globerman, Manufacturer, Israel Globerman, Manufacturer, William Goldberg, Manager, Gerry B. Gray, Manufacturer, Morris A Gray, M.L.A., Oscar Grubert, Barrister-at-Law, Edward Halprin, Manager, Paul William Halprin, Barrister-at-Law, Rivan Kenneth Halprin, Barrister-at-Law, Yude Maurice Henteleff, Barrister-at-Law, Michael S. Hollenberg, Physician, Moyer Hurtig, Merchant, A. Montague Israels, Queen's Counsel, Barrister-at-Law, Sol Kanee, Barrister-at-Law, David Kaufman, Manager, Hyman Kay, Manager, David Korn, Chartered Accountant, John J. Korman, Manager, Charles Kroft, Manager, Sylvan Leipsic, Manager, Joseph Margulius, Manager, Archie Robert Micay, Queen's Counsel, Barrister-at-Law, S. Richard Miles, Barrister-at-Law, Izzy Miller, Manufacturer, Alex. W. Mitchell, Merchant, Sidney L. Morantz, Manager, Paul Morton, Barrister-at-Law, Morris Neaman, Manager, The Honourable Mr. Justice Israel Nitikman, Tom Z. Olenick, Manager Sid J. Oreck, Manager, Sam Pesochin, Manufacturer, Maurice M. Pierce, Physician, Samuel R. Posner, Manager, Maxwell Solomon Rady, Retired Physician, Ernest Rady, Barrister-at-Law, Alfred Richman, Manufacturer, Bernard Rosenberg, Manager, Leo Rosenberg, Manager, Murray Rosenberg, Manager, Ben Rosenblat, Manager, Edward Rosenblat, Manager, David Rothstein, Hotel Operator, Sam Sair, Manager, Irvin C. Schacter, Chartered Accountant, Hyman Schulman, Queen's Counsel, Barrister-at-Law, Andrew O. Schwartz, Manager, Abe Schwartz, Insurance Underwriter, Joseph Secter, Manager, A. Mark Shinbane, Queen's Counsel, Barrister-at-Law, Phillip Sheps, Manager, Max Shore, Manufacturer, Morris Shore, Manager, Ben A. Shuckett, Barrister-at-Law, Harry Silverberg, Manager, Saul Simkin, Manager, David Slater, Realtor, Ronald B. Slater, Barrister-at-Law, Maleck D. Spivak, Queen's Counsel, Barrister-at-Law, Abe Steinberg, Manufacturer, The Honourable Maitland B. Steinkopf, Queen's Counsel, Barrister-at-Law, Max Steiman, Manager, Morris Swartz, Manager, William C. Swartz, Manager, Daniel D. Tallman, Manager, Sol Tapper, Manufacturer, Murray Harvey Tapper, Barrister-at-Law, Samuel Waldman, Manufacturer, Harry Walsh, Queen's Counsel, Barrister-at-Law, Arthur Werier, Student-at-Law, Max Wiener, Manager, Max Wolinsky, Barrister-at-Law, Joseph Wolinsky, Manager, and others, 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 The Jewish Foundation of Manitoba, assented to April 16, 1964;
AND WHEREAS the Minister of Justice has caused that 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 Jewish Foundation of Manitoba (hereinafter called "the foundation") is continued as a corporation.
The foundation is hereby empowered
(a) to receive donations of and hold, control, and administer property of every kind and description, whether real or personal, and wheresoever situate;
(b) if not in contravention of an expressed term of the donation under which it be received, to convert any property at any time or from time to time received or held by the foundation into any other form, and for such purpose, to sell, dispose of, assign, transfer, lease, or exchange the same;
(c) to lease any lands at any time held by the foundation.
Where any person holds any property in trust for any charitable, educational, or cultural purpose or for the benefit of any institution or class or group of persons, or for any purpose of a nature similar to the objects for which the income of the foundation may be used under the provisions hereof, and by reason of the object of the trust having ceased to exist or the trust for any cause having become incapable of performance the trust cannot be further administered, such person may upon notice to the foundation apply to the Court of Queen's Bench for Manitoba or a judge thereof for an order directing him to hand such property over to the foundation to be used for such charitable, educational, or cultural purposes as the court or judge thereof may by order direct, or otherwise to be used by the foundation in the same manner and for the same purposes as other donations which may be made to the foundation under the provisions hereof; and the said court or a judge thereof is hereby empowered to make such order for the handing over of such property to the foundation as may appear proper, and any trustee complying with such an order shall thereupon be relieved and discharged from all further responsibility in respect of the property so handed over pursuant to any such order.
All transfers, assignments, leases, or conveyances of property by the foundation shall be executed by or on behalf of the foundation in such manner as the foundation from time to time may by by-law prescribe.
The foundation shall
(a) have the custody of and manage and deal with all property entrusted to it, and make all investments, re-investments, conversions, sales, or disposition thereof which may at any time or from time to time appear necessary or desirable, with power to retain investments in the form received by the foundation so long as the foundation thinks it proper, but the foundation shall not make any new investments or re-investments in any property or security other than securities in which a trustee or trust company may invest trust moneys under the laws of the Province of Manitoba and in so investing or re-investing, the foundation shall exercise the judgment and care that a person of prudence, discretion and intelligence would exercise in administering the property of others;
(b) observe, carry out, perform, and give effect to all terms, provisions, and conditions which may be attached to the donation of any property by the donor thereof, and, in deciding the manner in which the income from such property may be used or applied, shall be governed by any particular wish that may be expressed in the instrument creating the trust or effectuating the gift to the foundation;
(c) not be required to accept any gift, whether of real or personal property where, in the opinion of the board, the acceptance thereof is not in the best interests of the foundation; and the board may require any donor to absorb the costs and expenses made necessary by reason of the nature of the gift to the foundation, or by reason of the conditions imposed by the donor;
(d) pay all accounts and expenses of the foundation as the board directs;
(e) adopt a corporate seal.
The affairs of the foundation shall be administered by a board consisting of not more than 25 persons all of whom shall be residents of Manitoba and shall be elected at the annual meeting of the members of the foundation called for such purposes.
The procedure for the election and the fixing of the number of members of the board and their terms of office shall be determined in accordance with the by-laws of the foundation.
The board may constitute and appoint such committees as it considers necessary or advisable from time to time to assist the board in administering the affairs of the foundation, and shall prescribe the duties and authority of each committee on a basis not inconsistent with this Act and the by-laws of the foundation.
The board may use and distribute such portion of the income of the foundation as the board deems proper for
(a) providing care for needy men, women, and children, and in particular for the sick, aged, destitute, and helpless;
(b) the betterment of under-privileged or delinquent persons;
(c) promoting educational advancement for the increase of human knowledge and the alleviation of human suffering;
(d) any charitable or educational purposes that make for mental, moral, or physical improvement;
(e) awarding scholarships, fellowships, and grants-in-aid;
(f) providing funds for the erection and extension of homes and buildings for organizations and institutions in furthering their work where the objects of such organization or institution are of a charitable nature;
(g) any other charitable purpose or activity that the board from time to time determines.
The foundation, if so directed by the donor in an instrument creating a trust or effectuating a gift to it, may administer the capital thereof, and distribute the income therefrom for any purpose within the scope of the foundation.
In the absence of any direction by the donor, all contributions shall be conclusively deemed to be received in trust and subject to the condition that the property given to the foundation, or property substituted therefor, is to be held permanently by the foundation for the purpose of gaining or producing income therefrom, the net income shall be devoted in perpetuity to any purpose within the scope of the foundation.
For the purpose of achieving the objects of the foundation the portion of the income to be distributed shall, in each year, be used for the assistance of such institutions, organizations, agencies, and bodies as may be engaged in the promotion or advancement of the objects of the foundation or any of them; and the board may determine what institutions, organizations, agencies, or bodies in Canada are to benefit by that assistance in each year and to what extent.
Where, after the death of a donor, or if the donor be a corporation, after the dissolution thereof, conditions arise whereby in the opinion of the board, a departure from the expressed wish of the donor as to how the income from the donation should be applied, would further the true intent and purpose of the trust, the board may, in its absolute discretion, make such a departure to the extent necessary to further that true intent and purpose.
Despite anything to the contrary in this Act or the foundation's by-laws, if so directed by a donor, the foundation may, at any time and from time to time, distribute all or part of the donor's donation, or any money or property substituted for it, for furthering the foundation's purposes or objects.
The board may appoint such officers and engage such employees, solicitors, real estate agents, stock brokers, trust companies, and other trustees or agents at such salaries or for such remuneration as the board may deem proper or necessary, and may incur such expenditures incidental to the conduct of the affairs of the foundation and carrying out of its objects as to the board may appear proper and the board shall approve of the payment of all such salaries or remuneration and expenditures before payment thereof shall be made.
The board may from time to time make by-laws not contrary to law or to any provisions of this Act applicable thereto to regulate
(a) the carrying out of such duties as are by this Act assigned to it;
(b) the fixing of the fiscal year and the time or times of distribution and audit;
(c) the election, appointment, functions, duties, term of office and removal of the members of the board or of any committee of the board;
(d) the time and place at which meetings shall be held, and the calling of meetings, regular and special, and the quorum, and the procedure at such meetings;
(e) the conduct in all other particulars of the affairs of the foundation not provided for in this Act;
and may from time to time repeal, amend, or re-enact any such by-laws.
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 to the foundation; and this Act shall be construed liberally and in furtherance of making gifts to the foundation for any purpose within the scope of the foundation effective.
Where a donation has been made to the foundation in trust of any property to take effect in future, the board is empowered to accept and exercise any and all powers of appointment, settlement, or distribution with respect to the income in whole or in part derivable from such property in the interim, and also power to nominate executors and trustees in the manner provided in the instrument creating the trust.
Upon the dissolution or winding up of the foundation its assets, after all its debts and liabilities have been paid, shall be distributed to other charitable organizations in Canada.
The foundation shall cause an audit to be made once in every fiscal year by an independent auditor of the receipts and disbursements of each separate donation and shall require such auditor to prepare and certify a statement showing in detail the investments made of all funds donated to and vested in the foundation, the amount of income received during the preceding fiscal year, and the purposes for which such income has been used, and a classified statement of the expenses of the board; and the said certified statement shall be published in any daily or weekly newspaper circulating in The City of Winnipeg, or distributed annually to the members of the foundation.
The head office of the foundation shall be in The City of Winnipeg.
NOTE: This Act replaces S.M. 1964 (1st sess.), c. 90.