as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 6
The Association for Community Living - Manitoba Inc. Incorporation Act
WHEREAS the persons hereinafter named, by their petition, prayed that an Act to incorporate Association for Retarded Children in Manitoba should be passed:
Margaret Scott Graham and Margaret Sparrow, both of Brandon, Betty Gerdis, of Regent, Dorothy Linden, of Flin Flon, Stephan Stefanson, of Gimli, Kathleen Davidson and Lome Givson Shewfelt, both of Killarney, Sophia Leckner, of Morden, Betty Ruth Smith, of Selkirk, Wilbert Alvin Friesen and Edmar Janz Rempel, both of Steinbach, Peter Hamm and Henry Hildebrand, both of Winkler, and Marguerite Chown, Davin Crawford Dobbin, Matthew Gordon McKenzie, Dean William Nicholson, Jean Una Johnstone, and Milla Elida Rasmussen, all of Winnipeg, and all in the Province of Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Association for Retarded Children in Manitoba, assented to March 30, 1961;
AND WHEREAS the name of the corporation was subsequently changed to Canadian Association for the Mentally Retarded, Manitoba Division and then to Association for Community Living - Manitoba Inc.;
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 die advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
Association for Community Living - Manitoba Inc. is continued as a corporation consisting of those persons who are members on the coming into force of this Act and all other persons who from time to time hereafter become members of the Corporation.
In this Act,
"Corporation" means Association for Community Living - Manitoba Inc.; («Corporation»)
"local association" means a branch of the Corporation established under section 11. («association locale»)
The head office of the Corporation shall be in The City of Winnipeg, in Manitoba, or at such other place in the province as is determined by the board of directors of the Corporation.
The objects of the Corporation are
(a) to promote the welfare and education of mentally handicapped persons in all possible ways and to develop a better understanding by the public of problems associated with mental handicaps;
(b) to promote research into the cause, treatment, and prevention of mental handicaps;
(c) to operate schools, clinics, and programs for mentally handicapped persons.
Any profits or gains of the Corporation shall be used in promoting its objects, and no part of any such profits, and none of the assets of the Corporation shall be payable to, or otherwise made available for the personal benefit of any member, except in so far as they may be required for payment of salaries of employees and reimbursement of expenses incurred by directors, officers, or employees.
For the attainment of its objects, the Corporation has all the powers, privileges and immunities conferred by, and is subject to the limitations and liabilities set out, in The Corporations Act.
On March 30, 1961
(a) all assets that, at that time, were vested in the Corporation named "Association for Retarded Children in Manitoba" and prior to that time incorporated under Part V of The Companies Act (herein called "the predecessor corporation") were transferred to and vested in the Corporation; and
(b) all liabilities of the predecessor corporation at that time were charged on the Corporation and became liabilities thereof.
The membership of the Corporation shall consist of the persons who pay the annual membership fee fixed by the board of directors of the Corporation.
The board of directors of the Corporation shall consist of such number of persons as from time to time is fixed by the general by-laws of the Corporation.
General by-laws for governing the Corporation may be amended, repealed, substituted or added to only by resolution of the directors approved by a general meeting of the Corporation, upon such notice and in such manner as the general by-laws may provide.
Subject to subsection (3), the board of directors may make such by-laws, not inconsistent with the general by-laws as they deem necessary or advisable for the due carrying out of the objects of the Corporation, and may repeal, amend, or re-enact them.
By-laws made, repealed, amended, or re-enacted by the board of directors subsequent to any annual meeting of the Corporation have force and effect only until the next ensuing general meeting of the Corporation; and in default of confirmation at such meeting, at and from that time they cease to have force or effect.
The board of directors of the Corporation may, by resolution in accordance with the general by-laws of the Corporation, establish a local association at any place within Manitoba.
Upon the filing of a certified copy of the resolution referred to in subsection (1) the member of the Executive Council charged with the administration of The Corporations Act, if satisfied as to the matter constituted in the resolution, may issue in respect of the local association established by the resolution a certificate of incorporation in the form set out in the Schedule, or to like effect.
A local association incorporated pursuant to subsection (2), subject to the by-laws, rules, and regulations of the Corporation and to the provisions of this Act, shall have thereafter like powers and privileges as are herein conferred upon the Corporation and from and after the time when such local association shall have become so incorporated all real and personal property belonging to or held for or on behalf of such local association at the time of the filing of a certified copy of the said resolution shall be vested in and be the property of such local association so incorporated.
All local associations incorporated under the provisions of this Act and the members thereof are subject and amenable to the by-laws, rules, and regulations of the Corporation and shall have and exercise all their powers and privileges under this Act subject to the by-laws, rules, and regulations of the Corporation and not otherwise.
A local association which has been constituted a body corporate and politic by a certificate of incorporation issued pursuant to subsection 11(2) may by a majority vote of the members present at an annual or special meeting adopt a resolution changing its name.
A copy of the resolution adopted under subsection (2) signed by the proper officer in that behalf, approved by the Corporation, shall within six months after the date of its adoption, be filed in the office of the member of the Executive Council charged with the administration of The Corporations Act and is conclusive evidence of the change of name.
A copy of the resolution, certified by the member of the Executive Council charged with the administration of The Corporations Act, shall be received in all cases as prima facie proof of the facts and matters stated therein.
CERTIFICATE OF INCORPORATION
I, .............................. (Director of the Corporations Branch)
of Manitoba, hereby certify that the members of Association for Community Living - ........ Branch Inc., in.............. Manitoba, being a branch of Association for Community Living - Manitoba Inc., are hereby incorporated; and on, from, and after the date hereof the said branch is a body politic and corporate under the name of the Association for Community Living - .............. Branch Inc.
DATED this .... day of .......... 19..
[Seal of the Department]
Note: This Act replaces S.M. 1961 (1st sess.), c. 103.