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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. 56
The Fort Rouge Curling Club Incorporation Act
WHEREAS the persons hereinafter named, by their petition, prayed that The Fort Rouge Curling Club should be incorporated: James Gordon DeWolfe, William James Walsh, Richard Ferguson, Andrew McWilliams, William John Trump and James Spence Shiach, all of The City of Winnipeg, in Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate The Fort Rouge Curling Club, assented to April 9, 1958;
AND WHEREAS there existed an unincorporated voluntary association known as The Fort Rouge Curling Club, and the Act provided that the corporation which it incorporated could, on certain conditions, purchase or acquire the assets of the unincorporated voluntary association;
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 Fort Rouge Curling Club (hereinafter referred to as "the club"), is continued as a corporation consisting of those persons who are shareholders in the club on the coming into force of this Act and such other persons as become shareholders.
The capital stock of the club shall be 1000 shares without nominal or par value; and the club may sell shares at such price, and on such terms, as may be fixed from time to time by resolution of the board of directors.
The head office of the club shall be in The City of Winnipeg, in the Province of Manitoba.
The club has all the powers necessary to do such things as are incidental or conducive to the achievement of its purposes as contemplated by this Act, including, without limiting the generality of the foregoing, the power to
(a) promote the game of curling and such other social and athletic activities as may be deemed by the club to be advisable or expedient;
(b) purchase, take on lease, build, hire or otherwise acquire, for the purpose of, or for the use in connection with, the club or club house, lands, buildings, and other hereditaments, furniture, fixtures, fittings, and other chattels, and sell, mortgage, lease, surrender, or let on hire, all or any of them, and enter into and execute such building and other contracts as the board of directors may deem advisable, and make such regulations and rules for the control, use and enjoyment thereof as the club or the board of directors may determine;
(c) erect, maintain, alter, or improve any building for the purposes of the club;
(d) afford all the usual privileges, advantages, conveniences, and accommodation, of a sports and social club;
(e) promote, manage, and conduct curling tournaments and other entertainments;
(f) invest any of the moneys of the club not immediately required for the purposes thereof in such securities, and in such manner, as the board of directors may think fit, and vary or realize such investments.
If the club purchased the shares and assets, or any of them, of the unincorporated voluntary association known as The Fort Rouge Curling Club and of The Fort Rouge Curling Club Ltd., or of either of them, the club thereby assumed and became liable for such of the duties, obligations, and liabilities of the unincorporated voluntary association and of The Fort Rouge Curling Club Ltd., respectively with respect to the business, rights and property so acquired as were not performed or discharged by the unincorporated voluntary association and by The Fort Rouge Curling Club Ltd. respectively.
The affairs of the club shall be under management of the board of directors, the number of whom, and the method of whose election, shall be governed by the by-laws of the club.
Election of directors and voting
The election of directors and all other questions voted on at a meeting of shareholders shall be decided by a majority of votes of the shareholders.
The board of directors shall continue in office for one year, unless the by-laws of the club otherwise provide, and thereafter until their successors are appointed; and if any vacancy occurs in the board, the remaining directors shall fill the vacancy for the balance of the term of the person in respect of whom the vacancy occurred.
A shareholder is not entitled to any of the privileges of the club house or grounds, or to be elected a member of the board of directors, unless he is a member of the club pursuant to the by-laws, rules and regulations.
The board of directors may delegate any of its powers to committees consisting of such shareholder member or members of the club as the board thinks fit.
Any committee so formed shall, in the exercise of the powers so delegated, conform and be subject to any directions, restrictions and regulations that may from time to time be imposed upon it by the board of directors.
No transfer of any share of the club shall be made except by consent of the board of directors; and all shares shall be transferred on the books of the club in such manner, and subject to such restrictions and regulations, as may be imposed by the by-laws of the club.
Calls may be made upon shares in such instalments, and upon such notice, as may be required by the by-laws of the club.
No one shareholder shall be capable of voting on more than one share of the capital stock of the club.
The club may re-purchase and re-sell its own shares at such price or prices as it may deem advisable; but it shall not hold or own more than 100 of such re-purchased shares at any one time.
The club may treat the registered holder of any share as the absolute owner thereof; and it shall not, except as ordered by a court of competent jurisdiction, be bound to recognize any equitable or other claim to, or interest in, any share on the part of any other person.
The club has a first and paramount lien on each share registered in the name of each member, whether solely or jointly with others, and upon the proceeds of the sale thereof,
(a) for the dues, fees, fines, and penalties payable by that member to the club, either solely or jointly with any other person, and for all his other obligations to the club; and
(b) for the dues, fees, fines, and penalties, payable by, or in respect of, any member of the family of that member, or by, or in respect of, any other person entitled to the privileges of the club by reason of the membership of that member, and for all other obligations to the club by, or in respect of, any member of the family of such other person; whether the time for the payment, discharge, or fulfilment thereof has or has not arrived.
Any equitable interest created in any share is subject to sections 8 and 9.
Unless otherwise specifically stipulated by the club at the time of registration, the registration of a transfer of shares operates as a waiver of the lien of the club in respect of dues, fees, fines, and penalties, payable under subsection (1) in respect of the transferor, or of a member of his family or other person referred to in clause 1(b), or in respect of any obligation to the club by, or in respect of, the transferor or a member of his family or other person as aforesaid.
By-laws, rules and regulations
The board of directors of the club may administer the affairs of the club in all things, and may make or cause to be made, for the club any description of contract into which the club may by law enter and may make by-laws, rules and regulations, not contrary to law or this Act, for all purposes bearing on the affairs, business, and property, of the club, its management, government, aims, objects, and interests; and in particular, and without restricting the generality of the foregoing, may make by-laws, rules and regulations, as aforesaid, in respect of
(a) the regulation of
(i) the allotment of stock and the making of calls thereon,
(ii) the payment of calls,
(iii) the issue of and registration of certificates of stock,
(iv) the forfeiture of stock for non-payment of calls and any assessments made thereon,
(v) the disposal of forfeited stock and the proceeds thereof, and
(vi) the transfer of stock;
(b) the terms of service of directors;
(c) the appointment, functions, duties and removal of all agents, officers and servants of the club;
(d) the security to be given to the club by the agents, officers and servants of the club, and their remuneration;
(e) the time at which, and place where, the annual and semi-annual meetings of the club shall be held;
(f) the calling of meetings and the fixing of quorums at all meetings of shareholders and of the board of directors;
(g) the imposition and recovery of all penalties and forfeitures;
(h) the admission of all classes of members to the club;
(i) the fixing of the amount of admissions and annual fees and the collection thereof;
(j) the assessment of all shares, including fully paid shares and the registered holders thereof for such dues or assessments, or both, as the board of directors deems advisable;
(k) the suspension and expulsion of members, both shareholder and associate; and
(l) the conduct in all other particulars of the affairs of the club.
Every such by-law, and every repeal, amendment and re-enactment thereof, unless in the meantime confirmed at a general meeting of the club duly called for that purpose, shall have force only until the next annual meeting of the club; and, in default of confirmation thereat, shall, and from that time only, cease to have force; and in that case no new by-law to the same or like effect shall have any force until confirmed at a general meeting of the club.
Remuneration of directors prohibited
No remuneration shall be paid to any member of the board of directors as such or by virtue of any office occupied by him, except as authorized by the by-laws of the club.
If authorized by by-law duly passed by the board of directors, and sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders duly called for considering the by-laws, the board of directors may,
(a) borrow money upon the credit of the club;
(b) limit or increase the amount to be borrowed;
(c) issue bonds, debentures, debenture stock, or other securities of the club, and pledge or sell them for such sums, and at such prices, as may be deemed expedient;
(d) hypothecate, mortgage or pledge, the real or personal property of the club, or both, to secure any such bonds, debentures, debenture stock, or other securities, and any money borrowed for the purposes of the club.
Nothing in this section limits or restricts the borrowing of money by the club on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the club.
Application of Corporations Act
The provisions of The Corporations Act applicable thereto apply, with such modifications as the circumstances require, to the club as if they were incorporated herein.
NOTE: This Act replaces S.M. 1958 (1st sess.), c. 104.