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R.S.M. 1990, c. 59
The Grand Lodge of Manitoba, Ancient, Free and Accepted Masons Incorporation Act
WHEREAS the persons hereinafter named, by their petition, prayed that Grand Lodge of Manitoba, Ancient, Free and Accepted Masons should be incorporated: John Headley Bell, George Black, William Nassau Kennedy, the Reverend Samuel Pritchard Matheson, Christopher Fortescue Forrest, Alfred Pearson, David G. Dick, Roderick McCuaig, James Leslie, Peter McGregor, the Reverend James M. Wellwood, Neville J. Lindsay, the Reverend James Dallas O'Meara, William Simpson, John J. Johnston, Thomas Clarke, John W. H. Wilson, William John Ptolemy, the Reverend John Flett, Alfred Mackeand, James A. Griffith, George F. Carruthers, John McKechnie and William George Scott;
AND WHEREAS their prayer was granted and resulted in the enactment of an Act to incorporate the Grand Lodge of Manitoba, Ancient Free and Accepted Masons, assented to April 29, 1884;
AND WHEREAS certain persons, by their petition, prayed that an Act be passed for the purpose of further and better defining the powers of the said Grand Lodge;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act respecting Grand Lodge of Manitoba, Ancient, Free and Accepted Masons, assented to April 5, 1924;
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
"constituent lodge" means and includes any existing or future lodge in communion with Grand Lodge whether such lodge is or is not incorporated unless the context otherwise requires; (« loge constituante »)
"constitution" means the general by-laws of Grand Lodge as the same now or hereafter may exist; (« statuts »)
"Grand Lodge" means Grand Lodge of Manitoba, Ancient, Free and Accepted Masons; (« Grande Loge »)
"incorporated constituent lodge" means a constituent lodge which has been or shall be incorporated under the provisions of this Act; (« loge constituante constituée en corporation »)
"The Craft" means collectively the Grand Lodge and all such constituent lodges and the members thereof from time to time. (« Atelier »)
Grand Lodge of Manitoba, Ancient, Free and Accepted Masons, as constituted on the coming into force of this Act, is continued as a corporation.
The constituent lodges in communion with the said Grand Lodge of Manitoba, Ancient, Free and Accepted Masons, whether incorporated or unincorporated, and the respective by-laws, rules and regulations thereof not contrary to or inconsistent with the constitution, by-laws, rules and regulations of Grand Lodge or the laws of Manitoba are hereby continued with all rights, powers, privileges, property and membership as the same now exist, subject however to the terms and provisions hereof.
There shall be a standing committee of Grand Lodge to be known as the Board of General Purposes appointed or elected from time to time in such manner and with such powers as Grand Lodge may determine from time to time by its constitution.
Grand Lodge shall have perpetual succession and a common seal, with power to make, alter or break the said seal by by-law to that effect, and may sue and be sued, and prosecute and defend all manner of actions both at law and in equity, and shall have power and capacity from time to time and at all times hereafter to purchase, acquire, hold, possess, exchange and to have, take and receive by gift or devise to it and its successors to and for the actual use and occupation or other purposes of Grand Lodge any real and personal estate, and to build upon, alter or otherwise improve any such real estate, and to sell, alienate, lease, exchange, mortgage and otherwise dispose of such real or personal estate whensoever Grand Lodge may deem it expedient so to do.
Grand Lodge may from time to time borrow money for such purposes and upon such terms as it shall think proper and expedient and may, for securing the repayment thereof with interest thereon, make, execute and issue any mortgages, bonds, debentures or promissory notes or other instruments under the seal of Grand Lodge, including instruments which shall operate as a mortgage and charge against the real and personal estate of Grand Lodge; provided that any such mortgage or instrument so executed shall affect only the property therein described.
Grand Lodge shall have power to make any by-laws, rules and regulations not contrary to law or to the provisions of this Act, with power to amend and repeal its constitution, by-laws, rules and regulations from time to time for all purposes relating to or bearing upon the membership, constitution, government, well-being, property or interests of Grand Lodge or any constituent lodges.
Grand Lodge shall have power to appoint any of the members or officers of Grand Lodge for the management of its funds and property as it may deem expedient, to prescribe their duties, and to require such security as may from time to time be deemed proper from such members or officers or any of them for the faithful performance of their respective duties, and may remove them or any of them at pleasure, and may make and ordain and put in execution such by-laws and rules and regulations as may be deemed expedient for the purpose aforesaid not inconsistent with this Act or the laws of this Province.
The presiding officer and the Grand Secretary of Grand Lodge have power (subject to the constitution, by-laws, rules and regulations of Grand Lodge) in the name and on behalf of any unincorporated constituent lodge which is or may become organized within this province to file in the office of the member of the Executive Council charged with the administration of The Corporations Act a certificate of the Grand Lodge under its corporate seal and the signatures of such presiding officer and grand secretary that such constituent lodge is in good standing in "The Craft" and has received a warrant from Grand Lodge stating in such certificate the names of the presiding officer and the secretary and other officers of such constituent lodge as the same are shown on the last regular or special report of such constituent lodge on file with the grand secretary of Grand Lodge, and thereupon such constituent lodge shall be a corporation by the style or name and register number by which it shall have been designated by Grand Lodge, and such constituent lodge so incorporated shall have a perpetual succession and common seal with power to make, alter or break the said seal by by-law to that effect approved according to such constitution, by-laws, rules and regulations of Grand Lodge as may be in force, from time to time, and, subject to the constitution, by-laws, rules and regulations of Grand Lodge, and to the provisions of this Act shall have thereafter like powers and privileges as are herein conferred upon Grand Lodge for acquiring, purchasing, taking, holding, building upon, altering, improving, exchanging, selling, and leasing, mortgaging or disposing of real or personal estate, for prosecuting and defending any actions, and for borrowing money and mortgaging real and personal property and executing instruments as security therefor, and from and after the time when such constituent lodge shall have become so incorporated all real and personal property belonging to or held for or on behalf of such constituent lodge at the time of the filing of such certificate shall be vested in and be the property of such constituent lodge so incorporated.
All constituent lodges that are or may become incorporated under the provisions of this Act and the members thereof shall be subject and amenable to the constitution, by-laws, rules and regulations of Grand Lodge, and shall have and exercise all their powers and privileges under this Act, subject to the constitution, by-laws, rules and regulations of Grand Lodge, and not otherwise.
All deeds, mortgages, discharges, bonds or other instruments executed as aforesaid, in accordance with powers conferred by this Act, by Grand Lodge or any incorporated constituent lodge shall be sealed with the corporate seal and signed by the presiding officer and the secretary of such Grand Lodge or incorporated constituent lodge as the case may be; provided that, in the event of absence or incapacity of either of those officers, the constituent lodge or the Board of General Purposes of Grand Lodge, as the case may be, may by resolution delegate the duty of signing to any other officer.
It shall be lawful for Grand Lodge, or any constituent lodge, to lay out and invest all such sums of money as shall from time to time be collected and not required for the immediate exigencies of Grand Lodge or such constituent lodge in such investments and securities as from time to time may be authorized for investment of trust funds by trustees under the provisions of The Trustee Act, or amendments thereto, or any other statute of the province of Manitoba authorizing investment of trust funds by trustees, or in the fully paid up stock or shares of any corporation having its head office in the Province of Manitoba and approved by resolution of the Board of General Purposes or of Grand Lodge as being a corporation existing for Masonic purposes; provided that, except so far as such resolution shall have been acted upon in good faith, Grand Lodge (as to any such resolution) or the Board of General Purposes (as to any resolution passed by itself) may over-rule, rescind or amend such resolution from time to time, and may by such resolution or by subsequent resolution limit the amount which Grand Lodge or any constituent lodge, or any specified constituent lodge, may invest in any such stock or shares; and from time to time such Grand Lodge or constituent lodge may alter, sell, transfer and discharge such securities, shares, stocks or funds respectively, and otherwise reinvest and dispose of the same, and all such investments shall be made in the name of Grand Lodge or such constituent lodge as the case may be. Nothing in this section contained shall be deemed to prohibit the retention of investments lawfully made by Grand Lodge or any constituent lodge prior to the passing of this Act.
No real estate belonging to Grand Lodge or to a constituent lodge shall be mortgaged, sold or otherwise disposed of, and no obligation for deferred payment of the whole or any part of the purchase price of real estate or any interest therein shall be incurred by any constituent lodge without the consent first had and obtained of Grand Lodge or of the Board of General Purposes, such consent to be by resolution passed at a regular meeting of Grand Lodge or of said Board of General Purposes or at a special meeting of Grand Lodge or of said Board of General Purposes duly called for considering such resolution by notice specifying the purpose of such meeting.
Grand Lodge or any incorporated constituent lodge may, subject to the constitution, by-laws, rules and regulations of Grand Lodge, from time to time lease for any term not exceeding 10 years any land held by it under the provisions of this Act at such rent and upon such terms as may be deemed expedient.
It shall and may be lawful for Grand Lodge or for any incorporated constituent lodge to receive from any of its officers, servants or agents from time to time in its corporate name sufficient securities by bond with one or more surety or sureties or otherwise as such Grand Lodge or constituent lodgemay deem expedient for the faithful performance of the duty of such officer, servant or agent, as such, and that such officer, servant or agent, shall, as and when required to do so, truly account for, pay and invest from time to time as directed by Grand Lodge or such constituent lodge all such sums of money, funds or other property as may come into his hands or under his control for or belonging to Grand Lodge or such constituent lodge, and shall render and deliver up to such Grand Lodge or constituent lodge or its successors or the successors in office of such officer, servant or agent, or any other person authorized by this Act or by any by-law, rule or regulation existing or passed hereunder to receive the same, all such moneys, deeds, bonds, mortgages, shares, stocks, securities and other funds, documents, books and records in his possession or under his control belonging to or held for or on behalf of Grand Lodge or such constituent lodge at the expiration of his term of office or when required to do so by or under the authority of any regulation, order or by-law of Grand Lodge or such constituent lodge as the case may be.
No member of Grand Lodge or of any constituent lodge shall have any power to assign or transfer to any person whomsoever any interest which he may have in the funds or property of Grand Lodge or any constituent lodge as a member thereof, but the same shall at all times be the property and remain under the control of Grand Lodge or such constituent lodge, as the case may be, and no property of any kind belonging to Grand Lodge or any constituent lodge shall be subject to the payment of the private debts of any of the members of Grand Lodge or any constituent lodge or liable to be taken in execution by any judgment creditor against any individual member or members of Grand Lodge or of any constituent lodge.
When any member dies or retires from or is expelled or suspended by Grand Lodge or any constituent lodge in accordance with the constitution, by-laws, rules and regulations of Grand Lodge, such member shall cease to have any interest or claim whatever upon the funds, property or privileges of Grand Lodge or such constituent lodge; provided that in case of suspension such member shall be restored to his rights and privileges upon being reinstated, or upon such suspension being vacated.
No officer or member of Grand Lodge or of any constituent lodge shall be or be held liable or responsible for any debt or obligation of such Grand Lodge or constituent lodge beyond the extent of any unpaid dues or subscriptions owing by him to such lodge.
Should any constituent lodge cease to exist or be dissolved from any cause whatsoever, the property (real and personal) held or belonging to such constituent lodge shall at once vest in Grand Lodge, but shall be charged with the payment of the debts of such constituent lodge to the full extent of, but only to the extent of, such property.
In case Grand Lodge declares the warrant of any constituent lodge (incorporated or unincorporated) forfeited pursuant to the constitution, by-laws, rules and regulations of Grand Lodge, such constituent lodge shall be and be held to be dissolved, and if incorporated its certificate of incorporation shall be cancelled from the date of the resolution declaring such forfeiture.
This Act shall be deemed a Public Act.
NOTE: This Act replaces S.M. 1884, c. 61 and S.M. 1924, c. 123.