|This is an unofficial archived version of The Maitland B. Steinkopf Residence Incorporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 88
The Maitland B. Steinkopf Residence Incorporation Act
|Table of Contents|
WHEREAS the persons hereinafter named, by their petition, prayed that Home and Research Centre for Retarded should be incorporated: Manuel Bricker, Executive, Sylvia F. Bricker, Housewife, Muriel M. Jones, Housewife, Russell T. Jones, Retired, Muriel McAlduff, Housewife, Alfred Paul, Sign Writer, Vera Paul, Housewife, Milla Rasmussen, Housewife, Rudolph Rasmussen, Retired, Lillian Sinclair, Teacher, Helen K. Steinkopf, Housewife, Maitland Bernard Steinkopf, Queen's Counsel, Ester Tax, Housewife, William S. Tax, Barrister, all of The City of Winnipeg, in Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Home and Research Centre for Retarded, assented to May 25, 1968;
AND WHEREAS the Act was subsequently amended and the name of the corporation changed to The Maitland B. Steinkopf Residence;
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 Residence is continued as a corporation (hereinafter referred to as "the company") consisting of the persons who are shareholders of the company on the coming into force of this Act and such other persons as become shareholders of the company.
The capital stock of the company is 500 shares without nominal or par value; and the company 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, provided however that the maximum consideration for which the said shares may be issued is $500,000.
The head office of the company shall be in The City of Winnipeg, in the Province of Manitoba.
The company has all the powers necessary to do such things as are incidental or conducive to the attainment of its purposes as contemplated by this Act, including, without limiting the generality of the foregoing, the power to
(a) subject to The Mental Health Act, The Public Health Act, and any other Act of the Legislature and the regulations made thereunder, own and operate a treatment facility or training centre for the care, maintenance, treatment, and education of retarded children and adults, and research in connection therewith;
(b) purchase, take on lease, build, hire, or otherwise acquire, for the purpose of, or for the use in connection with, the company's business, 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 and use of assets as the board of directors may determine;
(c) erect, maintain, alter, or improve, any building for the purposes of the company; and
(d) invest any of the money of the company 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.
The affairs of the company shall be under the management of a board of directors, the number of whom, and the method of whose election, shall be governed by the by-laws of the company.
The election of directors and all other questions voted on at a meeting of shareholders shall be decided by a plurality of the votes of the shareholders; but no shareholder shall be entitled to more than one vote.
The board of directors shall continue in office for two years, unless the by-laws of the company otherwise provide, and thereafter until their successors have been appointed; and if any vacancy occurs in the board, the remaining directors may fill the vacancy for the balance of the term of the person in respect of whom the vacancy occurred.
The board of directors may delegate any of its powers to a committee consisting of such shareholder or shareholders of the company 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.
Calls may be made upon shares in such instalments, and upon such notice, as may be required by the by-laws of the company.
Notwithstanding The Corporations Act, the company 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 450 of such re-purchased shares at any one time.
No transfer of a share of the capital stock of the company shall be made except by consent of the board of directors, and the shares shall be transferred on the books of the company in such manner, and subject to such restrictions and regulations, as may be imposed by the by-laws of the company.
The board of directors shall not consent to a transfer of a share of the capital stock of the company where the consideration for the transfer exceeds the amount paid by the shareholder to the company when the share was first issued together with the amount of any call paid by the shareholder since the date of issue.
The company may treat the registered holder of a share as the absolute owner thereof; and it is not, except as ordered by a court of competent jurisdiction, bound to recognize any equitable or other claim to, or interest in, any share on the part of any other person.
The business of the company shall be carried on without pecuniary gain to its members and any profits or other accretions to the company shall be used for promoting its objects.
Upon the discontinuance, dissolution or winding-up of the company, either
(a) the company may re-purchase all of its then issued and outstanding shares at such price or prices as it may deem advisable, but in no event to exceed the amount or amounts actually paid to the company for such shares upon their original sale or issuance by the company; and all of the capital stock of the company shall thereupon be donated to Her Majesty the Queen in the right of the Province of Manitoba; or
(b) its assets, after all debts and liabilities have been paid, shall be distributed to other charitable organizations in Canada.
The board of directors of the company may administer the affairs of the company in all things, and may make, or cause to be made, for the company any description of contract into which the company may by law enter, and may make by-laws, rules and regulations, not contrary to law or the provisions of this Act or The Corporations Act, for all purposes bearing on the affairs, business, and property, of the company, 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 respecting
(a) the regulation of
(i) the allotment of stock and the making of calls thereon,
(ii) the payment of calls,
(iii) the issue and registration of certificates of stock,
(iv) the forfeiture of stock for non-payment,
(v) the disposal of forfeited stock and the proceeds thereof, and
(vi) the transfer of stock;
(b) the term of office of directors;
(c) the appointment, functions, duties and removal, of all agents, officers, and servants of the company;
(d) the security to be given to the company and the remuneration payable to the agents, officers and servants of the company;
(e) the time and place of the annual meetings of the company;
(f) the calling of meetings and the fixing of a quorum at meetings of shareholders and of the board of directors;
(g) the imposition and recovery of all penalties and forfeitures;
(h) the admission of shareholders in the company, and the admission of patients to the treatment facility or training centre;
(i) the fixing of the amount of charges for services;
(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; and
(k) the conduct in all other particulars of the affairs of the company.
Every such by-law, and every repeal, amendment, and re-enactment thereof, unless in the meantime confirmed at a general meeting of the company duly called for that purpose shall have force only until the next annual meeting of the company; and, in default of the confirmation thereat, 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 company.
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 company.
If authorized by a special resolution, the board of directors may
(a) borrow money upon the credit of the company;
(b) limit or increase the amount to be borrowed;
(c) assess the shareholders of the company such amounts as the board of directors may deem advisable from time to time;
(d) issue bonds, debentures, debenture stock, or other securities of the company, and pledge or sell them for such sums, and at such prices, as may be deemed expedient; and
(e) hypothecate, mortgage, or pledge, the real or personal property of the company, or both, to secure any such bonds, debentures, debenture stock, or other securities, and any money borrowed for the purposes of the company.
Nothing in this section limits or restricts the borrowing of money by the company on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the company.
Unless inconsistent herewith, the provisions of The Corporations Act applicable hereto apply, with such modifications as the circumstances require, to the company as if they were incorporated herein.
NOTE: This Act replaces S.M. 1968, c. 93.