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R.S.M. 1990, c. 55
The First Presbyterian Church Foundation Incorporation Act
WHEREAS there existed in the City of Winnipeg in Manitoba a congregation within The Presbyterian Church in Canada, known as First Presbyterian Church (hereinafter called "the church");
AND WHEREAS it was desirable to create a corporate body to receive donations in trust for the church, and to provide for the management and control of the property so donated to the end that the net annual income should be devoted perpetually to the maintenance and work of the 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 First Presbyterian Church Foundation should be incorporated;
AND WHEREAS their petition was granted, and resulted in the enactment of An Act to incorporate "First Presbyterian Church Foundation", assented to March 23, 1945;
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:
First Presbyterian Church Foundation, (hereinafter referred to as "the foundation") is continued as a corporation.
The board shall be allowed to determine itself the number of members who sit on the board but the foundation in any event shall be composed of and managed by a board (hereinafter referred to as "the board") which shall consist of the minister of the church, the chairman of the Kirk sessions, the treasurer of the church, the President of one of the Women's Missionary Society Auxiliaries, and of three other members to be elected by the congregation of the church at its annual meeting or any special meeting duly called for that purpose, one of whom shall retire each year, but shall be eligible for re-election.
Each member of the board elected by the congregation shall hold office for three years from the time of his election and thereafter until his successor is elected, but shall be eligible for re-election.
If an elected member of the board ceases to be a member prior to the expiration of his term of office, a successor may be appointed by the board to hold office until a successor is duly elected by the congregation, and any person elected to fill the vacancy so created, shall hold office for the remainder of the term of office of the person in whose place is elected, and thereafter until his successor is appointed.
The congregation of the church at any meeting thereof regularly held may by a vote of the majority of those present and voting thereon, remove from office any one or more of the elected members of the board.
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 such 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 deems proper, and may enter into agreements with the trust companies with regard thereto;
(d) lease any properties at any time held by the foundation;
(e) borrow funds for the purpose or reinvesting if the board deems such borrowing in the best interest of the foundation fund; and
(f) the board shall have the power of purchasing or otherwise acquiring, holding and alienating property, movable or immovable, real or personal, and of doing and performing all such acts and things as bodies corporate generally can do and perform, and shall have the general capacity which the common law ordinarily attaches to corporations incorporated by royal charter under the great seal.
The foundation, after a donation has been received and becomes operative, may, if it so desires, 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 the companies, to act as trustee or trustees thereof for the foundation.
In the event of trustees being appointed, effect shall be given to any directions in writing given by the donor and expressed in the instrument creating the trust, subject to the powers conferred on the board by subsection 8(1).
The foundation may at any time on a resolution passed by the majority of the board revoke the appointment of any trust company as trustee, and appoint another trust company as new trustee.
In the event the church should cease to exist then the capital fund be distributed first to its successor if any, and if no successor, to The Presbyterian Church in Canada.
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, if any, for the time being of the property to be so transferred, assigned or conveyed.
Each trust company during its continuance in office as trustee of 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 which a trustee may invest trust moneys under the laws of the 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 are not inconsistent with, any of the terms, provisions, or conditions, referred to in paragraph (b), or any provisions 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 moneys 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 may determine by resolution, passed by a majority of the members, the manner in which the moneys available in each fiscal year shall be distributed, but in so determining shall respect and be governed by any particular wishes that may have been expressed by the donor in the instrument creating the trust: Provided that 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 make such departure to the extent necessary to further such true intent and purpose.
In the absence of any direction to the contrary by the donor, all donations shall be invested, and the net income thereof shall be devoted in perpetuity to the maintenance and the work of the church, as provided in this Act.
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 the accounts for such expenditure before transmitting them to the trustee for payment.
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.
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 may accept and exercise any powers of appointment settlement and distribution or any of them in respect of the income in whole or in part derivable from such property in the interim; and may also 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 foundation of the receipts and disbursements in connection with such donations; and shall present to the congregation of the 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 has 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.
The trustees shall 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 of the foundation, the quorum of the board, the remuneration of the trustee, 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 object of this Act, and may amend, repeal and re-enact the same.
NOTE: This Act replaces S.M. 1945 (1st sess.), c. 96.