|This is an unofficial archived version of The J.W. Dafoe Foundation Incoiporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 78
The J.W. Dafoe Foundation Incorporation Act
|Table of Contents|
WHEREAS from the First World War until his death, the late John Wesley Dafoe, LL.D., F.R.S.C., was deeply interested in the promotion of international co-operation as a necessary condition to the attainment of world peace and social justice, and devoted himself unsparingly and with great ability to that end;
AND WHEREAS it was felt that the most fitting memorial to this great Canadian would be to create a permanent Foundation the purpose of which would be to further the object which he had closest to his heart;
AND WHEREAS one of his many keen, though secondary, interests was the cause of education, and particularly The University of Manitoba, of which for 10 years prior to his death he was Chancellor;
AND WHEREAS it was therefore deemed most fitting that such Foundation be established under the aegis of The University of Manitoba (hereinafter referred to as "the university");
AND WHEREAS friends of the said John Wesley Dafoe, and others who shared with him his sense of urgency in creating in as wide a circle as possible intense and continuing interest in international affairs, subscribed for the purposes aforesaid a fund which was paid over to the university, and the university accepted the same in trust for the purposes aforesaid;
AND WHEREAS it was desirable to create a corporate body to carry out the said purposes, to provide for the management and control of the said fund, and to receive donations in trust for the purposes aforesaid, to the end that the net income should be devoted perpetually to the purposes aforesaid;
AND WHEREAS certain persons by their petition, prayed that The J.W. Dafoe Foundation should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to Incorporate "The J.W. Dafoe Foundation", assented to March 26, 1947;
AND WHEREAS the said corporation was first composed of Sidney Earle Smith, Ewan Alexander McPherson, Victor Sifton, Edgar Jordan Tarr, Andrew Knox Dysart, Hjalmar August Bergman and Donald Gordon McKenzie, the first members of the Foundation Committee hereinafter mentioned;
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 J.W. Dafoe Foundation (hereinafter called "the Foundation") is continued as a corporation.
The Foundation shall be composed of the members for the time being of the Foundation Committee hereinafter mentioned.
The purpose and object of the Foundation shall be the promotion of international understanding and co-operation.
Without limiting the generality of subsection (1), the Foundation may:
(a) provide for the delivery from time to time of public lectures to be known as the "J.W. Dafoe Memorial Lectures";
(b) encourage and support the gathering together of groups of well-informed persons for purposes of discussion and for the advancement of projects in the field of international understanding and co-operation, and make grants of money to or on behalf of such groups;
(c) encourage and support societies, associations or organizations whose objects are the promotion of international understanding and co-operation, and make grants of money to or on behalf of such societies, associations or organizations;
(d) publish, or provide for or contribute towards or assist or co-operate in the publication of, books, periodicals, reports, pamphlets and other publications;
(e) award travelling or other fellowships;
(f) award memorial prizes;
(g) assist by way of grants, gifts, loans, prizes, scholarships, fellowships or otherwise howsoever, persons engaged in, or intending to engage in, research in the field of international relations, or the advancement of projects for the promotion of international understanding and co-operation;
(h) carry on such further activities, adopt such other means, do such other things and make such other expenditures as in the opinion of the Foundation Committee are incidental or conducive to the furtherance of the purpose and object of the Foundation;
(i) carry on its activities in any part of the world, and make any of the aforementioned grants, gifts, loans, prizes, scholarships, fellowships, awards and assistance to persons, groups, societies, associations or organizations in any part of the world, or carrying on or engaged in, or intending to carry on or engage in, activities or research in any part of the world;
(j) receive and accept gifts, donations, devises, bequests, grants and transfers of property of every kind and description, whether real or personal and wheresoever situate;
(k) acquire, purchase, own, hold, control, receive income from, develop, manage, administer and (subject to any terms, provisions or conditions attached to any gift, donation, devise or bequest of any property by the donor thereof) to sell, assign, transfer, exchange, lease, let, give, distribute, turn to account or otherwise is any way dispose of or deal with property of every kind and description, whether real or personal and wheresoever situate;
(l) observe, carry out, perform and give effect to all terms, provisions and conditions which in any instance may be attached by the donor to any gift, donation, devise or bequest of any property, and expressed in the instrument creating such gift, donation, devise, bequest or trust;
(m) invest from time to time and re-invest any funds of the Foundation in investments and securities authorized by the laws of the province for the investment of trust funds;
(n) from time to time appoint the university or one or more trust companies or The Winnipeg Foundation to have the custody and management of all or any portion or portions of the property of the Foundation, whether real or personal, and act as trustee or trustees thereof for the Foundation, upon such terms and conditions as the Foundation Committee may deem proper, and enter into agreements with the university or such trust company or trust companies or The Winnipeg Foundation with regard thereto; and at any time revoke any such appointment, trust, or agreement;
(o) enter into such contracts as in the opinion of the Foundation Committee may be necessary or desirable;
(p) apply the income of the funds, investments, and properties of the Foundation in furtherance of the purpose and object of the Foundation in such manner as the Foundation committee may deem proper.
The property, business and affairs of the Foundation shall be managed and controlled by a committee, herein referred to as "the Foundation Committee".
All members of the Foundation Committee shall be appointed from time to time by the board of governors of the university, and they shall hold office for such term or terms as the board of governors from time to time may determine.
At all times at least one-half in number of the members of the Foundation Committee shall be persons having no official association with the university other than as members of the Foundation Committee.
Four members of the Foundation Committee shall constitute a quorum.
Notwithstanding any vacancy in the Foundation committee the remaining members of the committee may continue to act so long as a quorum remains in office.
The Foundation Committee may make such by-laws, rules and regulations as it may deem necessary or advisable for the due carrying out of the purpose and object of the Foundation, and for regulating the carrying out of the duties and powers by this Act assigned to the Foundation Committee, and, without restricting the generality of the foregoing, may make by-laws, rules and regulations with respect to
(a) the calling and holding of all meetings of the Foundation Committee, the time and place of such meetings, and the procedure in all things to be followed at such meetings;
(b) the election of one of its members to be chairman, and another to be vice-chairman, of the Foundation Committee;
(c) the appointment, functions, duties, and removal, of all officers, servants, and agents, of the Foundation and their remuneration;
(d) the adoption of a common seal;
(e) the fixing of the fiscal year of the Foundation;
(f) the remuneration of the trustee or trustees of the Foundation;
(g) the execution of deeds, transfers, conveyances, assignments, contracts, agreements, orders, directions, requisitions, notices and other instruments on behalf of the Foundation;
(h) the conduct in all other particulars of the affairs of the Foundation, and the administration, management and control of the properties of the Foundation;
(i) the auditing of the accounts of the Foundation;
and may repeal, amend or re-enact the same at any time and from time to time.
The university or trust company or trust companies having the custody and management of all or any property of the Foundation
(a) may make such investments, re-investments, conversions, sales or dispositions thereof as may from time to time appear necessary or desirable; but no investment shall be made other than in investments and securities authorized by the laws of the province for the investment of trust funds;
(b) shall observe, carry out, perform and give effect to all terms, provisions and conditions which may in any instance be attached to the gift, donation, devise or bequest of any property by the donor thereof and expressed in the instrument creating such gift, donation, devise, bequest or trust;
(c) subject to clause (b), shall give effect to and observe all written directions of the Foundation Committee with regard to any property entrusted to it by the Foundation under the provisions of this Act;
(d) shall pay and disburse the income arising from the funds, properties and investments of the Foundation to the Foundation or pursuant to the written directions of the Foundation Committee, and shall be under no obligation to see to the application of such income.
Any form of words shall be sufficient to constitute a gift, donation, devise or bequest for the purposes of this Act so long as the donor indicates a desire to contribute, presently or prospectively, to the Foundation or for purposes and objects the same as or similar in general character to those for which the Foundation is incorporated.
In the absence of any direction by the donor, it shall be deemed that all gifts, donations, devises and bequests to the Foundation are to be invested, and the income thereof devoted in perpetuity to the furtherance of the purpose and object of the Foundation.
Where property has been given, donated, devised or bequeathed to the Foundation, and the donor is desirous that a part of the income derivable therefrom shall be used for a purpose or purposes other than those set out in this Act, and so indicates in the instrument creating the gift, donation, devise or bequest, the Foundation may accept and exercise the trust in respect of the use and distribution of such part, as fully and effectually as in respect of the remainder of such income.
Where a gift, donation, devise or bequest of any property has been made to the Foundation to take effect in the future, the Foundation Committee 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.
Where any person or corporation holds any property in trust for any charitable purpose, or for the benefit of any institution or class or group of persons, or for any purpose of a nature similar to the objects for which the income of the Foundation may be used under the provisions hereof, and by reason of the object of the trust having ceased to exist, or the trust for any cause having become incapable of performance, the trust cannot be further administered, such trustee may upon notice to the Foundation apply to the Court of Queen's Bench for Manitoba, or to a judge thereof, for an order directing such trustee to hand such property over to the Foundation to be used for such charitable purpose or purposes as the court may stipulate by such order, or otherwise to be used by the Foundation in the same manner and for the same purposes as other donations which may be made to the Foundation under the provisions hereof; and the said court or a judge thereof is hereby empowered to make such order for the handing over of such property to the Foundation as may then appear proper and any trustee complying with such an order shall thereupon be relieved and discharged of all further responsibility in respect of the property so handed over pursuant to any such order.
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 purposes or objects of the same general character as those for which the Foundation is incorporated, and in case of any failure on the part of the Foundation or of the Foundation Committee, will do what is necessary to carry out the true intent and purpose of this Act.
NOTE: This Act replaces S.M. 1947, c. 98.