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R.S.M. 1990, c. 21
The Canadian Nazarene College Incorporation Act
WHEREAS John Gurzon Harvey, one of Her Majesty's Counsel learned in the law, Arnold E. Airhart, President, Chester O. Mulder, Dean, and Melvin Tucker, Development Director, all of The City of Winnipeg, of the Province of Manitoba; Roy J. Yeider, of the City of Vancouver, Minister, Kermit Olsen, of North Surrey, Contractor, both of the Province of British Columbia; Herman L. G. Smith, Minister, Charles Muxworthy, Minister, both of the City of Calgary, and Trevor Morgan, of the Town of Sundre, Dealer, all of the Province of Alberta; James Varro, of the City of Regina, of the Province of Saskatchewan, Architect; Bruce T. Taylor, Minister, Kenneth Olsen, Contractor, both of the City of Newmarket, Dexter Westhafer, of the City of Toronto, Minister, all of the Province of Ontario; and Robert F. Woods, of the City of Moncton, of the Province of New Brunswick, Minister, had for a number of years been carrying on the work of Christian education by carrying on an institution under the name of "Canadian Nazarene College" having as its object the maintaining and conducting of a residential and day college for the purpose of giving tuition in college and secondary education subjects, and in theology and in preparatory courses for each of them, and in general of promotion of knowledge according to the principles of the Christian religion;
AND WHEREAS those persons, by their petition, prayed that Canadian Nazarene College should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Canadian Nazarene College, assented to April 16, 1964;
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:
Canadian Nazarene College, (hereinafter referred to as "the corporation"), as constituted on the coming into force of this Act is continued as a corporation consisting of those persons who are members in accordance with the statutes and ordinances or by-laws of the corporation on the coming into force of this Act, and such other persons as may from time to time become such members.
The corporation may from time to time and at all times establish and maintain such colleges, schools, institutes, faculties, departments, chairs, and courses of instruction as to its board of governors may seem meet, and give instruction and training in all branches of knowledge and learning, including physical instruction and training; and grant degrees in theology and divinity including honorary degrees, diplomas and certificates of standing therein; provide facilities for the prosecution of original research in every branch of knowledge and learning and conduct and carry on such research work; and generally promote and carry on the work of a religious college and educational institution in all its branches.
The corporation 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, take, accept, and receive by grant, purchase, lease, gift, devise, bequest, or otherwise howsoever, any and all property, both real and personal, of every nature and kind whatsoever, as the board of governors may deem advisable for the purposes of the corporation, and for such uses and purposes possess, hold, use and enjoy such property;
(b) sell, exchange, lease, mortgage, hypothecate, pledge, or otherwise deal with or dispose of all or any of its real or personal property and any right, title, or interest, it may have in, to, or out of such property and make and execute all instruments and documents and do all acts, matters, or things, requisite or necessary to carry the same into effect;
(c) invest all or any sums of money belonging to it or held in trust by it in
(i) bonds, stocks, debentures, or securities issued or guaranteed by the Government of Canada or the Government of Manitoba, or by the government of any province of Canada, or of the United Kingdom, or of any foreign state, or in the bonds and debentures of any municipality or school district in Canada, or of any school area or school division in Canada, or in the purchase of revenue bearing real estate in Canada, and lend all or any sums of money belonging to it or held in trust by it upon the security of any such bonds, stocks, debentures or securities, or upon the security or any real or personal property in Canada,
(ii) guaranteed trust or investment certificates of a trust company that is incorporated under the laws of Canada or of a province of Canada and that is authorized to carry on business in Canada, or in a province of Canada,
(iii) real estate and leaseholds for the production of income and in the improvement and development of the real estate and leaseholds and of any real estate owned by the corporation;
(d) acquire, take, and hold, all property, both real and personal, that is bona fide mortgaged, hypothecated, or pledged, to it by way of security, or conveyed to it in satisfaction of debts previously contracted, or purchased at judicial sales upon levy for indebtedness, or otherwise purchased or acquired for the purpose of avoiding or reducing a loss to the corporation in respect thereof or of the owner thereof;
(e) erect and construct all such buildings as the board may deem necessary or convenient for the purpose of the corporation; lay out grounds for any corporation purposes; maintain and keep in proper order and condition, and alter, repair, renovate, and improve all such grounds and all corporation buildings, with their appurtenances: and expend the money required for any of those purposes, and for the furnishing and equipment of corporation buildings;
(f) borrow all sums of money that may be required or necessary to carry out the purposes and objects of the corporation, and to mortgage, hypothecate and pledge as security therefore the real or personal property of the corporation;
(g) draw, make, accept, endorse, execute, and issue promissory notes, bills of exchange, bills of lading, warrants, and other negotiable or transferable instruments;
(h) enter into any arrangement with any authority, public, private, governmental, municipal, local, or otherwise, that the board may deem conducive to the attainment of the purposes and objects of the corporation or any of them, and obtain from any such authority any rights, privileges, and concessions, that the board may think it desirable to obtain; and carry out, exercise, and comply with, any such arrangements, rights, privileges, and concessions;
(i) affiliate with the University of Manitoba or any other university or college which the board of governors may deem necessary or advisable, and dissolve any such affiliation;
(j) enter into agreements with any incorporated society or association for the establishment and maintenance of a joint system of instruction;
(k) enter into agreements with any incorporated society or association that has power to prescribe examinations for admission to or registration upon the roll of such society or association, conduct the examinations, report the results thereof, prescribe courses of study therefor, and conduct classes of instruction in connection therewith;
(l) pay money directly or indirectly as contributions toward pensions, annuities, retiring allowances and gratuities for employees of the corporation upon such terms and conditions as the board of governors may from time to time prescribe.
The board of governors may at all times exercise in the name of and on behalf of the corporation and as the act and deed of the corporation any or all of the powers, authorities, and privileges by this Act or any other Act conferred on the corporation and without in any manner limiting its full power and authority the board of governors may make and establish, pass, and enact such by-laws, rules, orders, and regulations not contrary to this Act or to any other Act of the Legislature or any regulations thereunder, for
(a) the regulation and conduct of the meetings and proceedings of the corporation including the fixing of the quorum necessary for the transaction of business;
(b) the appointment and continuance in office of the governors thereof, naming the number of the governors who shall constitute a quorum for the transaction of the business of the corporation, and the exercising of the power thereof;
(c) the qualification and admission of persons desirous of becoming members of the corporation;
(d) the holding of the annual, general or special meetings of the corporation and the method of nomination and voting thereat;
(e) appointing all members of the teaching and administrative staff of any institution established by the corporation and fixing their salaries and remuneration and conferring upon them such powers as assigning to them such duties as the board may deem expedient and fixing their tenure of office or employment;
(f) fixing and determining all fees and charges to be paid in respect of tuition in any institution established by the corporation;
(g) exercising disciplinary jurisdiction over the students of any such college or institution;
(h) determining upon and providing for the establishment of or the abolition of or any changes in courses of study, faculties, departments, lectureships, bursaries, scholarships, fellowships and prizes;
(i) appointing such committees as may be deemed necessary and conferring upon any of the committees power and authority to act for the board of governors in and in relation to such matters as the board may deem expedient.
The affairs of the corporation shall be managed by a board of governors consisting of those persons who are members of the corporation in accordance with the statutes and ordinances or by-laws of the corporation.
The board of governors shall at its first meeting after the annual meeting of the corporation appoint from among the members thereof a chairman, a secretary, a treasurer and such other officers as the corporation may require.
On April 16, 1964, all the estate and property, rights and credits both real and personal, held by trustees for and on behalf of Canadian Nazarene College were vested in the corporation; and all debts owing by Canadian Nazarene College became debts of the corporation to be paid and discharged by the corporation.
The board of governors shall have the whole management of the financial affairs of the corporation, and shall receive and distribute all its moneys, keep and manage all its property and transact all business relating to the property and money committed to its care.
All transfers, deeds, mortgages and other instruments or documents to which the corporation is a party shall be deemed to be properly executed by the corporation if the corporate seal is affixed thereto, attested by the signature of the chairman or vice-chairman of the board of governors and of either the secretary of the said board or the president of the corporation, or by such other persons as the said board may by resolution appoint for that purpose.
No member of the corporation shall be individually liable or accountable for the debts, contracts, acts, or defaults of the corporation.
NOTE: This Act replaces S.M. 1964 (1st sess.), c. 80.