as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 58
The Grand Chapter of Manitoba, Order of the Eastern Star Incorporation Act
WHEREAS certain persons were associated together in the Province of Manitoba under the name Grand Chapter of Manitoba, Order of the Eastern Star, and, by their petition, prayed that they should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Grand Chapter of Manitoba, Order of the Eastern Star, assented to August 4, 1959;
AND WHEREAS the first members of the corporation were the following persons: J. Milton George, Edward R. R. Mills, Lois V. Thomas, Jeanette S. Moss, Edward B. Barkworth, Fanny F. Goldenberg, Ruth Swanton, Ruby S. Boyd, John Cuthill, Violet Olson, Alma M. Talbot, Isabel V. McIntyre, Alice L. Andrew, H. Albert Caughlin, J. Russell Gardner, Marjorie E. Brotheridge, Ivy Jenner, Gladys A. Currie and Irene Ramsay;
AND WHEREAS the Minister of Justice has caused this 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:
In this Act
"corporation" means Grand Chapter of Manitoba, Order of the Eastern Star continued under this Act; (« corporation »)
"Grand Chapter" has the same meaning as "corporation"; (« Grande section »)
"incorporated subordinate chapter" means a subordinate chapter of Grand Chapter incorporated as provided in section 9; (« section subordonnée constituée en corporation »)
"minister" means the member of the Executive Council charged with the administration of The Corporations Act; (« ministre »)
"the Order" means Grand Chapter and all subordinate chapters thereof and the members of each of them, collectively; (« Ordre »)
"subordinate chapter" means any chapter of the Order subordinate to Grand Chapter, whether or not incorporated. (« section subordonnée »)
Grand Chapter of Manitoba, Order of the Eastern Star is continued as a corporation consisting of those persons who, in accordance with the constitution, rules, and regulations of Grand Chapter, are members on the coming into force of this Act or are hereafter admitted to membership.
The corporation may make by-laws, rules, and regulations not contrary to law or to this Act, for all purposes relating to, and bearing on the wellbeing and interests of, the corporation and any subordinate chapters.
The corporation may purchase, acquire, hold, possess, lease, exchange and have, take, and receive by gift or devise any real or personal estate necessary or desirable for carrying on its affairs or achieving its objects, and build upon, alter, or otherwise improve any such real estate, and sell, alienate, lease, exchange, mortgage, and otherwise dispose of any such real or personal estate whenever the corporation deems it expedient so to do.
The corporation may borrow money for such purposes, and upon such terms, as it thinks proper and expedient and may, for securing repayment thereof with interest thereon, make, execute, and issue any mortgages, bonds, debentures, or promissory notes or other instruments under the seal of the corporation, including instruments that operate as a mortgage and charge against the real and personal estate of the corporation; but any such mortgage or instruments so executed shall affect only the property therein described.
There shall be a standing committee of Grand Chapter which shall be known as the Grand Executive Board and shall be appointed or elected in such manner, and with such powers, as Grand Chapter may from time to time, by by-law, determine.
Grand Chapter may elect or appoint any of the members or officers of Grand Chapter to have the management of its funds and property as it may deem expedient, prescribe their duties, and require such security as may from time to time be deemed proper from any such member or officer for the faithful performance of his duties, and may remove them or any of them at pleasure; and may make such by-laws and rules and regulations as may be deemed expedient for that purpose and are not inconsistent with this Act or any other Act or law.
Grand Chapter may constitute subordinate chapters according to its constitution, by-laws, rules and regulations, and may issue a charter to each of them.
Each subordinate chapter in Manitoba holding a charter from Grand Chapter may, in the manner herein set out, incorporate by the name and register number by which it is designated by Grand Chapter.
When a subordinate chapter becomes incorporated it shall have the same powers for, and be subject to the same liabilities in,
(a) acquiring, purchasing, holding, taking, exchanging, selling, and leasing real and personal estate;
(b) suing and being sued;
(c) contracting and being contracted with;
(d) adopting, having, and changing a common seal;
(e) borrowing money; and
(f) mortgaging real or personal property as security for money borrowed, and executing the instruments necessary for that purpose;
as those possessed by Grand Chapter by virtue of this Act or any other Act.
Any unincorporated subordinate chapter, constituted in Manitoba under a charter from Grand Chapter may, subject to the constitution, by-laws, rules, and regulations of Grand Chapter, file in the office of the minister a certificate of Grand Chapter under its corporate seal and the signatures of the presiding officer of Grand Chapter and the Grand Secretary, certifying that the subordinate chapter is in good standing in the Order and is organized under a charter from Grand Chapter.
The certificate shall show the names of the presiding officer and the secretary and other officers of the subordinate chapter as they are shown on the last regular or special report of the subordinate chapter on file with the Grand Secretary of Grand Chapter.
Upon the filing of such a certificate, the minister, if he is satisfied as to the matters stated in the certificate, may issue, in respect to the subordinate chapter, a certificate of incorporation in the form set out in Form 1 in the Schedule, or to the like effect.
Upon the issue of the certificate of incorporation the members of the subordinate chapter therein named is a corporation by the style or name and registered number stated in the certificate of incorporation.
A subordinate chapter so incorporated is subject to the constitution, by-laws, rules and regulations of Grand Chapter, and to this Act and, subject thereto, has like powers and privileges as are by this, or any other Act or law, conferred upon Grand Chapter for acquiring, purchasing, taking, holding, building upon, altering, improving, exchanging, selling, and leasing, mortgaging or disposing of real and personal property, and executing instruments as security therefor.
Subject to the Real Property Act, at, from, and after, the time when the subordinate chapter becomes incorporated, all real and personal property belonging to, or held for or on behalf of, the subordinate chapter at the time of the issue of the certificate of incorporation is vested in, and is the property of, the incorporated subordinate chapter.
Each incorporated subordinate chapter, and the members thereof, are subject to, and governed by, the constitution, by-laws, rules, and regulations of Grand Chapter; and it has and shall exercise all its powers and privileges under this Act, subject to the constitution, by-laws, rules, and regulations of Grand Chapter, and not otherwise.
Subject to subsection (2), all deeds, mortgages, discharges, bonds, or other instruments, executed in accordance with powers conferred by this Act, by Grand Chapter or by an incorporated subordinate chapter shall be sealed with the corporate seal, and signed by the presiding officer and the secretary, of Grand Chapter or of the incorporated subordinate chapter, as the case may be.
In the event of absence or incapacity of either of such officers, the Grand Executive Board of Grand Chapter, or the incorporated subordinate chapter, as the case may be, may by resolution delegate the duty of signing to any other officer.
There shall be a standing committee of each incorporated subordinate chapter, which shall be known as the Executive Committee and shall be appointed or elected in such manner, and with such powers, not contrary to this Act, as the incorporated subordinate chapter may from time to time, by by-law, determine.
Grand Chapter and any incorporated subordinate chapter may each invest any of its funds in such investments and securities as are authorized for the investment of trust funds by trustees under The Trustee Act or in an investment or security approved by Grand Chapter or by the incorporated subordinate chapter as the case may be.
No real estate belonging to Grand Chapter shall be mortgaged, sold, or otherwise disposed of without the consent of Grand Chapter first had and obtained; and the consent shall be given by resolution passed at a regular meeting of Grand Chapter, or at a special meeting duly called for considering the resolution by notice specifying the purpose of the meeting.
No real estate belonging to an incorporated subordinate chapter shall be mortgaged, sold, or otherwise disposed of without the consent of that incorporated subordinate chapter first had and obtained; and the consent shall be given by resolution passed at a regular meeting of that incorporated subordinate chapter, or at a special meeting of that incorporated subordinate chapter duly called for considering the resolution by notice specifying the purpose of the meeting.
Grand Chapter or any incorporated subordinate chapter may receive from any of its officers, servants, or agents in its corporate name sufficient securities by bond, with one or more surety or sureties or otherwise as Grand Chapter or the incorporated subordinate chapter may deem expedient, for the faithful performance of the duty of the officer, servant, or agent.
No officer or member of Grand Chapter or of any subordinate chapter is liable or responsible for any debt or obligation of Grand Chapter or of the subordinate chapter respectively beyond the amount of any unpaid dues or subscriptions owing by him to Grand Chapter or the subordinate chapter, as the case may be.
Should any subordinate chapter cease to exist or be dissolved, the property, real or personal, held by or for, or belonging to, the subordinate chapter shall at once vest in Grand Chapter; and Grand Chapter shall be charged with the payment of the debts of the subordinate chapter to the full extent of, but only to the extent of, the value of the property.
In case Grand Chapter, by by-law, declares the charter of any subordinate chapter, incorporated or unincorporated, forfeited pursuant to the constitution, by-laws, rules, and regulations of Grand Chapter, the subordinate chapter shall be thereby dissolved as a chapter of the Order.
Where an incorporated subordinate chapter is dissolved as provided in subsection (1), the Grand Secretary of Grand Chapter shall forthwith file with the minister a certified copy of the by-law; and on receipt thereof the minister shall forthwith issue a certificate of dissolution in respect of the incorporated subordinate chapter, in the form set out in Form 2 in the Schedule, or to the like effect, and shall send it to the Grand Secretary.
On, from, and after, the issue of the certificate of dissolution the incorporation of the incorporated subordinate chapter is revoked.