as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 9
The Bethesda Foundation Incorporation Act
WHEREAS the tragic events of 1884 and 1900 when the fledgling community of East Reserve was nearly annihilated by the scourges of diphtheria have not been forgotten by all men and women of the area;
AND WHEREAS the influenza epidemic of 1918 again posed a calamitous threat to the very survival of the community;
AND WHEREAS the residents of the community and the surrounding district continued their recognition that self-help was the most desirable form of seeking change and resolved to make imaginative strides as insurance for their sons and daughters by creating a "Verein fur Kranken Hilfe" (Society to aid the Sick);
AND WHEREAS the pioneers of the area demonstrated fastidious religious faith in an Almighty as evidenced by their development in the Bethesda Hospital Society;
AND WHEREAS some of those men and women of vision built much better than they knew whereby they epitomized their forefather's deep devotion to spiritual and physical betterment of mankind and for their ability to inspire and motivate others with a sense of urgency in creating a wide circle of intense and continuously interested persons in institutional and environmental health care;
AND WHEREAS no monument of steel or stone could as aptly perpetuate their memory of service of mind and body;
AND WHEREAS it was desirable to create a corporation to receive donations in trust and to distribute the principal thereof and the income therefrom for the development and enhancement of institutional health care services and other services emanating therefrom in the geographic area in accordance with the directions of a board;
AND WHEREAS, in the event that the Bethesda Hospital should cease operation in the geographic area or the management and control of the Bethesda Hospital should cease to be directed by persons resident in the geographic area, it was desirable to provide for the use of the principal of and the interest arising from the donations to be used for charitable, educational and cultural purposes in accordance with the directions of a board;
AND WHEREAS certain persons, by their petition, prayed that The Bethesda Foundation should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to Incorporate The Bethesda Foundation, assented to July 9, 1980;
AND WHEREAS the first board of directors of the foundation consisted of the following persons: Peter J. Reimer, Executive (Chairman), Arthur Erwin Mensch, Manager, Ernest Arthur Friesen, Superintendent and Peter Pauls, Administrator, all of the Town of Steinbach, in Manitoba;
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 Bethesda Foundation (hereinafter called "the foundation"), as constituted on the coming into force of this Act, is continued as a corporation.
The corporation shall be composed of the members for the time being of the board of directors and such other persons as hereinafter may become members of the board of directors provision for whose holding office is hereinafter made.
The board of directors shall consist of
(a) the immediate past chairman of the board of the Bethesda Health and Social Services District;
(b) the manager of the main or principle branch of the Royal Bank of Canada in the Town of Steinbach;
(c) the administrator of the Bethesda Hospital in the Bethesda Health and Social Services District; and
(d) two person who reside within the present area of the Bethesda Health and Social Services District who shall be appointed by the directors mentioned in clauses (a), (b) and (c) for a 3 year term of office.
Where there is no immediate past chairman of the board of the Bethesda Health and Social Services District living or no administrator of the Bethesda Hospital in the Bethesda Health and Social Services District, the Lieutenant Governor shall appoint a resident of the Bethesda Health and Social Services District as a member until there is an immediate past chairman of the board of the Bethesda Health and Social Services District or an administrator of the hospital.
Where any person appointed as a member of the board dies or is unable to serve for any reason, the vacancy shall be filled for the unexpired term by the person or group making the original appointment.
The board of directors shall hold at least 2 meetings in each year and any 2 members of the board of directors may call a meeting of the foundation if one of the two is one of the directors mentioned in clauses 3(1)(a), (b) or (c).
The foundation may permit persons who are interested in the work of the foundation to attend, but not vote, at any annual or general meeting of the foundation.
The administration, management and custody of the affairs, property and funds of the foundation shall be vested in the board of directors.
Subject to subsection (2), the foundation has the custody of and may manage and deal with all property entrusted to it and may make all investments, reinvestments, conversions, sales or disposition thereof which 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.
The foundation shall invest or loan property of or entrusted to the foundation only in investments or on security in or on which a trustee is authorized under the laws of Manitoba to invest or lend money or in investments or securities in which life insurance companies are permitted to invest their funds under the Canadian and British Insurance Companies Act (Canada).
In investing and in distributing the principal of or income from any property donated or entrusted to the foundation, the foundation shall observe, carry out, perform and give effect to all terms, provisions, and conditions that attach to the donation and are expressed in the instrument effecting the donation or creating the trust provided the terms, provisions and conditions are not contrary to public policy.
The foundation is not required to accept any gift or donation, whether of real or personal property.
As a condition of accepting a gift or donation to the foundation the board may require the donor to pay the costs and expenses to the foundation made necessary by reason of the nature of the gift or by reason of the conditions imposed with respect thereto by the donor.
Subject to section 8, the board may use and distribute the income of the foundation as the board deems proper
(a) for promoting the welfare and good of the Bethesda Hospital in the Bethesda Health and Social Services District; and
(b) for providing assistance for institutional health care services within the Bethesda Health and Social Services District and other services emanating therefrom;
but shall not use any money of the foundation for the purpose of reducing or paying in full any deficit incurred by the Bethesda Health and Social Services District.
Subject to section 8, the foundation may disburse part or all of the principal of any property donated or entrusted to the foundation for any of the purposes mentioned in subsection (1).
Where the Bethesda Hospital ceases operation in the present area of the Bethesda Health and Social Services District or the control of the hospital ceases to be directed by persons residing within the area, the foundation may, subject to section 8, use and distribute the income or principal of properties donated or entrusted to the foundation as the board deems proper
(a) for providing care for needy persons and in particular for the sick, aged, destitute and helpless;
(b) for the betterment of under privileged persons;
(c) for promoting educational advancement, social and scientific research for the increase of human knowledge and the alleviation of human suffering; or
(d) for any charitable, educational, cultural or other purpose that, in the opinion of the board, makes for mental, moral and physical improvement.
The foundation, at least once in each fiscal year of the foundation, shall cause an audit to be made by an auditor other than the foundation accountant of the receipts and disbursements with respect to each separate donation or trust belonging to or administered by the foundation and shall cause to be published a certified statement by the auditor showing
(a) in detail, the investments made of all funds donated or entrusted to the foundation;
(b) the amount of income received by the foundation during the preceding fiscal year;
(c) the purposes for which any distribution of income or principal was made;
(d) the expenses of the foundation and in particular of the board of directors; and
(e) the amount of any property which donors have set apart for the benefit of the foundation to become effective in the future and the names of the donors thereof.
Upon the request of the Lieutenant Governor in Council, the foundation shall render an account in writing of its property and affairs to the Lieutenant Governor in Council.
NOTE: This Act replaces S.M. 1980, c. 87.