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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. 87
The Maitland B. Steinkopf Foundation for the Mentally Retarded Incorporation Act
WHEREAS the persons hereinafter named were desirous of associating together to receive donations in trust to the end that the net annual income from such donations should be devoted perpetually to the interests of The Maitland B. Steinkopf Residence, for the support and operation of a treatment facility or training centre for the care, maintenance, treatment and education of retarded children and adults, and for research in connection therewith, or for objects considered beneficial to, or in the interests of the advancement and welfare of retarded children and adults: Maitland Bernard Steinkopf, Queen's Counsel, Helen K. Steinkopf, Housewife, Murray McLandress, Physician, Ruth McLandress, Housewife, Roderick Hugh McIsaac, Executive, Elizabeth Mary McIsaac, Housewife, John I. Stein, Executive, Cynthia S. Stein, Housewife, Samuel Cohen, Executive, Beatrice Joy Cohen, Housewife, Harold Buchwald, Queen's Counsel, Darlene J. Buchwald, Housewife, all of The City of Winnipeg, in the Province of Manitoba; Mrs. Herbert M. Ellend, Widow, of the City of Short Hills, in the State of New Jersey, one of the United States of America;
AND WHEREAS those persons, by their petition, prayed that their association should be incorporated;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Home and Research Centre for Retarded Foundation, assented to May 25, 1968;
AND WHEREAS the Act was subsequently amended and the name of the corporation changed to The Maitland B. Steinkopf Foundation for the Mentally Retarded;
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 Maitland B. Steinkopf Foundation for the Mentally Retarded is continued as a corporation and is hereinafter referred to as "the foundation".
The foundation may use and distribute such portion of its income as it deems proper for the enhancement and advancement of the Maitland B. Steinkopf Residence (hereinafter referred to as "the home") in any and every form, for the advancement of the care, maintenance, treatment, and education of retarded children and adults, and for research in connection therewith, or for objects considered beneficial to and in the interests of retarded children and adults.
Without limiting the generality of subsection (1), the foundation may use its income
(a) to make gifts or grants to the home for the addition to or improvement of physical facilities maintained or utilized by it;
(b) to make gifts, grants or advances, directly or indirectly, to the home from time to time on account of the costs of programs, operating costs, and other activities undertaken or to be undertaken by it;
(c) to assist by way of grants, gifts, loans, prizes, scholarships, fellowships, or otherwise howsoever persons attending the home or engaged in or intending to engage in research in the fields of care, maintenance, treatment, and education of retarded children and adults;
(d) to publish or provide for, or contribute towards, or assist or co-operate in, the publication of books, periodicals, reports, pamphlets and other publications; and
(e) to 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 are incidental or conducive to the furtherance of the purpose and object of the foundation.
The foundation has all the powers necessary to do such things as are incidental or conducive to the attainment of its objects, including, without limiting the generality of the foregoing, the power to
(a) receive and accept gifts, donations, devises, bequests, grants and transfers of property of every kind and description, whether real or personal and wheresoever situate;
(b) 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, or to any property, by the donor thereof, sell, assign, transfer, exchange, lease, let, give, distribute, turn to account or otherwise in any way dispose of or deal with property of every kind and description, whether real or personal and wheresoever situate;
(c) 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;
(d) invest and re-invest any funds of the foundation in investments and securities in which trustees are authorized by the law of the province to invest trust funds;
(e) appoint The Winnipeg Foundation or a trust company to have the custody and management of all or any portion of, the property of the foundation, whether real or personal, and to act as trustees thereof for the foundation, upon such terms and conditions as the foundation may deem proper, and to enter into agreements with The Winnipeg Foundation or the trust company with regard thereto, and at any time revoke any such appointment, trust or agreement;
(f) enter into such contracts as in the opinion of the foundation may be necessary or desirable;
(g) apply the income of the funds, investments and properties of the foundation in furtherance of the purposes and objects of the foundation in such manner as the foundation may deem proper.
The foundation shall have the general capacity which attaches, at common law, to corporations incorporated by royal charter under the great seal.
Transfer of certain trust properties to foundation by order of court
Where any person holds any property in trust for any charitable, educational, or cultural 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 person may upon notice to the foundation apply to the Court of Queen's Bench for Manitoba or a judge thereof for an order directing him to hand such property over to the foundation to be used for such charitable, educational or cultural purposes as the court or a judge thereof may by order direct, 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 appear proper, and any trustee complying with such an order shall thereupon be relieved and discharged from all further responsibility in respect of the property so handed over pursuant to any such order.
The affairs of the foundation shall be administered by a board consisting of eight persons.
Subject to the provisions of subsection (1), members of the board shall be designated by the board of directors of the home, or, in the event that the board of directors of the home shall be unable to act, then by the board of directors of The Winnipeg Foundation.
Any vacancy occurring in the board may be filled for the remainder of the term by the board.
The board shall from time to time elect from among its members a chairman, and if it sees fit, a vice-chairman, and may also appoint all other officers thereof.
Subject to the provisions of clause 3(1)(c), all decisions of the board and all powers, authority, and discretion exercisable by the board shall be made and exercised by a majority decision of the members thereof, present at any duly constituted meeting.
The members of the board shall be designated as hereinbefore provided from residents of Manitoba for a term to be fixed by the by-laws of the foundation not to exceed five years; but members of the board shall be eligible for re-election; provided, however, that no person shall be eligible to serve on the board for more than three consecutive terms.
The board may make such by-laws, rules, and regulations as it may deem necessary or advisable for the due carrying out of the purposes and objects of the foundation, and for regulating the carrying out of the duties and powers of the foundation 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 board and the foundation, the time and place of such meetings, the quorum 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;
(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 execution of deeds, transfers, conveyances, assignments, contracts, agreements, orders, directions, requisitions, notices and other instruments on behalf of the foundation;
(g) the conduct in all other particulars of the affairs of the foundation, and the administration, management and control of the properties of the foundation; and
(h) the auditing of the accounts of the foundation;
and the foundation may repeal, amend, or re-enact the same at any time and from time to time.
Powers of trustees for foundation
The board of The Winnipeg Foundation or of a trust company 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 in which trustees are authorized by the laws of the province to invest 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 a 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 the provisions of clause (b), shall give effect to and observe all written directions of the foundation with regard to any property entrusted to it by the foundation under the provisions of this Act; and
(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 and is 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 includes a desire to contribute, presently or prospectively to the foundation.
In the absence of any direction by the donor, it shall be conclusively 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 purposes and objects of the foundation.
Trusts beyond objects of 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.
Exercising powers re future gifts
Where a gift, donation, devise or bequest of any property has been made to the foundation to take effect in the 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 once in every fiscal year by an independent auditor of the receipts and disbursements of each separate donation and shall require such auditor to prepare and certify a statement showing in detail the investments made of all funds donated to and vested in the foundation, the amount of income received during the preceding fiscal year, and the purposes for which such income has been used, and a classified statement shall be published in any daily or weekly newspaper circulating in The City of Winnipeg, unless all the assets of the foundation are being administered by The Winnipeg Foundation.
The business of the foundation shall be carried on without pecuniary gain to its members and any profits or other accretions to the foundation shall be used for promoting its objects.
Upon the dissolution or winding-up of the foundation, its assets, after all its debts and liabilities have been paid, shall be distributed to The University of Brandon, or to other charitable organizations in Canada.
This Act shall be construed liberally and in furtherance of making gifts to the foundation for any purpose within the scope of the foundation effective.
NOTE: This Act replaces S.M. 1968, c. 94.