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as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 47
The DuVal Foundation Incorporation Act
WHEREAS it was desirable to create a corporate body to receive donations in trust for Knox Church, Winnipeg, a congregation within the United Church of Canada, and to provide for the management and control of the property so donated to the end that the net annual income shall be devoted perpetually to the maintenance of the said Knox Church as a centre of Christian teaching and welfare work in the city of Winnipeg;
AND WHEREAS certain persons, by their petition, prayed that The DuVal Foundation should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to Incorporate "The DuVal Foundation"; assented to March 22, 1933;
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 DuVal Foundation (hereinafter referred to as "the Foundation") is continued as a corporation.
The Foundation shall be composed of and managed by a Board of eleven members, which shall consist of the following ex officiis: the Minister of Knox Church, the chairman of the Board of Managers of Knox Church, the chairman of the Board of Trustees of Knox Church, the secretary of the Board of Managers of Knox Church, the treasurer of the Board of Managers of Knox Church, the clerk of Session of Knox Church, the president of the Women's Association of Knox Church, and the president of the Women's Missionary Society of Knox Church, and three members to be elected by the congregation of Knox Church at its annual meeting, one of whom shall retire each year, but shall be eligible for re-election.
The Foundation may
(a) 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 express term of the donation under which it be received, 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 sell, dispose of, assign, transfer, lease or exchange the same;
(c) entrust to one or more trust companies the custody and management of all or any portion of the property at any time or from time to time received or held by the Foundation in such manner and in such portions as the Board of the Foundation may deem proper, and enter into agreement with such trust companies with regard thereto; and
(d) lease any properties at any time held by the Foundation.
The Foundation, as soon as practicable after a donation has been received and become operative, shall appoint one or more trust companies to have the custody and management of the property included in the donation or such portion or portions thereof as the Board may allot to each of such companies, to act as trustee or trustees thereof for the Foundation. In making the original appointments of such trustees, any directions in writing given by the donor and expressed in the instrument creating the trust shall be given effect to. The Foundation may at any time on a resolution passed by the majority of the Board revoke the appointment of any trust company or trust companies as such trustee or trustees, and appoint another trust company or other trust companies as new trustee or trustees.
All transfers, assignments or conveyances of property by the Foundation shall be executed by and on behalf of the Foundation in such manner as the Board may from time to time by by-law prescribe, and shall be approved by the trustee for the time being of the property to be so transferred, assigned or conveyed.
Each trust company during its continuance in office as trustee for the Foundation shall
(a) have the custody of and manage and deal with in an efficient manner all property entrusted to it by the Foundation, and make all investments, reinvestments, conversions, sales or dispositions thereof which may at any time or from time to time appear necessary or desirable, but no trust company shall make any new investments or reinvestments in any property or security other than securities in which a trustee may invest moneys under the laws of this province;
(b) observe, carry out, perform and give effect to all terms, provisions and conditions which may in any instance be attached to the donation of any property by the donor thereof and expressed in the instrument creating the trust;
(c) give effect to and observe all directions with regard to any property entrusted to it by the Foundation under the provisions of this Act, which may at any time or from time to time be given in writing by the Board, if such directions do not in any instance contravene or be inconsistent with any of the terms, provisions or conditions referred to in clause (b) or any provision of this Act;
(d) pay all accounts and expenses of the Foundation and the trustees which the Board shall direct in writing;
(e) distribute from the money in its possession such sums and in such manner as the Board shall at any time or from time to time by resolution direct.
The Board is empowered to determine by resolution, passed by a majority of the Board, the manner in which the money available in each fiscal year shall be distributed. The Board shall, however, in so determining, respect and by governed by any particular wishes that may have been expressed by the donor in the instrument creating the trust; but if, in the course of time after the death of the donor, conditions should arise whereby in the opinion of the Board a departure from such expressed wishes would further the usefulness of the donation, according to the true intent of this Act, the Board shall have power in its absolute discretion to make such departure to the extent necessary to further such true intent and purpose.
In the absence of any direction by the donor, it shall be deemed that all donations are to be invested, and the net income devoted in perpetuity to the maintenance and the work of Knox Church as provided in this Act or in any amendments thereto.
The Board may appoint a secretary at a salary, and may incur such other expenditure incidental to its duties as may reasonably be required, and shall approve of the accounts for such expenditure before transmitting them to the trustee or trustees for payment.
What trust companies may be appointed
The trust companies hereinbefore referred to must at the time of their appointment, and as long as they continue as trustees, be authorized to act as executors and administrators in the Province of Manitoba.
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 presently or prospectively to a fund or foundation of the general character indicated in this Act. This Act is to be construed liberally, and in furtherance of the idea that the Courts of Manitoba will assist in making effective gifts for religious and benevolent purposes, and will in case of any failure on the part of the Foundation or of the Board do what is necessary to carry out the true intent and purpose of this Act.
Part only of trust may be exercised
Where property has been donated to the Foundation, and the donor is desirous that a part of the income derivable therefrom should be distributed for a purpose or purposes other than those set out in this Act, and so indicates in the instrument creating the trust, the Board may accept and exercise the trust in respect of the distribution of such part, as fully and effectually as in respect of the remainder.
Where a donation of any property has been made to the Foundation, to take effect in future, the Board is empowered to accept and exercise any or all powers of appointment, settlement and distribution in respect of the income in whole or in part derivable from such property in the interim, and is also empowered to nominate executors and trustees, in the manner provided in the instrument creating the trust.
The Board shall cause an audit to be made at least once in every fiscal year of the receipts and disbursements in connection with such donations, and shall present to the Congregation of Knox Church at its next annual meeting a certified statement of such audit showing in detail the investments made of all funds donated to and vested in the Foundation, the amount of the income received during the preceding fiscal year and the purpose for which the income had been used, and a statement of the expenses of the trustees and of the Board. The statement shall also show the amount of property which donors have set apart for the benefit of the Foundation to become effective in future, and the names of such donors. It shall be the duty of the trustees to give full information and permit the necessary inspections to enable such audits to be made.
The Board may pass by-laws regulating the carrying out of such duties as are by this Act assigned to it, including the fixing of the fiscal year, the quorum of the Board, the remuneration of the trustee or trustees, the time or times of the audit, the distribution of the income, the appointment of its chairman, and such other matters as may be deemed advisable for the convenient and efficient carrying out of the objects of this Act, and may amend, repeal and re-enact the same.
Returns under Corporations Act
The Foundation shall be subject to and comply with the provisions of The Corporations Act.
NOTE: This Act replaces S.M. 1933, c. 86.