|This is an unofficial archived version of The Manitoba Community Newspapers Association Incorporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 93
The Manitoba Community Newspapers Association Incorporation Act
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WHEREAS the persons hereinafter named were members of an unincorporated association known as "The Manitoba Division Canadian Weekly Newspapers Association" and were desirous of being incorporated: Everett P. Brown of Gilbert Plains, William K. Marsh of Dauphin, Harry T. Trethewey of MacGregor, Alfred W. Hanks of St. James and William J. Rowe of Manitou, all in the province of Manitoba, newspaper publishers;
AND WHEREAS a petition was presented to the Legislative Assembly of Manitoba praying that the said association should be incorporated;
AND WHEREAS that prayer was granted, and resulted in the enactment of An Act to incorporate The Manitoba Division Canadian Weekly Newspapers Association, assented to April 6, 1944;
AND WHEREAS the name of the corporation was changed to The Manitoba Weekly Newspapers Association, a Division of The Canadian Weekly Newspapers Association and then to The Manitoba Community Newspapers Association;
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 Manitoba Community Newspapers Association (hereinafter referred to as "the association") is continued as a corporation, consisting of those persons who were members on the coming into force of this Act and such other persons as become members of the association.
The head office of the association shall be at the City of Winnipeg, in the province of Manitoba.
The objects of the association shall be
(a) the elevation of the standard of newspaper writing and newspaper publishing;
(b) the promotion of the industrial and commercial interest of its members as newspaper publishers;
(c) the collection, compilation and publication of information relating to, or affecting, the interest of its members or any person, firm or corporation dealing with the association or any of its members;
(d) the arbitration and settlement of trade or business disputes between members;
(e) the promotion and encouragement of social intercourse among its members;
(f) the carrying on of the business of printing and of publishing newspapers and manufacturing, buying, selling and otherwise providing its members with machinery, apparatus, material, supplies, information and assistance in the business of printing and publishing;
(g) generally to do and carry out all such acts or things as in whole or any part are, or may be, proper, necessary, incidental or conducive to the promotion, protection, expansion and working of, and to the effecting of economics in carrying on, the trade and business of the members and to the attainment of the objects of the association.
The association may make by-laws for
(a) the administration, management and control of the property, business and other affairs of the association;
(b) the conditions of membership of the association;
(c) the elections, appointments, functions and remuneration of all directors, officers, agents and servants of the association;
(d) the appointment of committees;
(e) the formulation of rules of procedure at all meetings of the association;
(f) generally for the carrying out of the objects and purposes of the association.
The association shall have power to draw, make, accept and endorse all cheques, bills of exchange and promissory notes necessary for its purpose, under the hands of its officers thereto authorized by by-law, and in no case shall it be necessary that the seal of the association be affixed to any such cheques, bills or notes, nor shall such officers be personally responsible therefor; provided, however, that nothing herein contained shall be construed as authorizing the association to issue notes or bills of exchange, payable to bearer or intended to be circulated as money or as notes or as bills of a bank.
For the benefit, and in furtherance, of the objects of the association, it may purchase, acquire, take, have, hold, exchange, receive, possess, inherit, retain and enjoy property, real or personal, corporeal or incorporeal whatsoever and for any or every estate or interest therein whatsoever given, granted, devised or bequeathed to it or appropriated, purchased or acquired by it in any manner or way whatsoever, and may also sell, convey, exchange, alienate, mortgage, lease, demise or otherwise dispose of any such real or personal property.
The association may acquire the assets of the unincorporated association and in case of such acquisition shall assume all the liabilities of such association.
The directors of the association may from time to time for the purposes of the association
(a) borrow money upon the credit of the association;
(b) limit or increase the amount to be borrowed;
(c) make, draw, accept, endorse or become party to promissory notes and bills of exchange, and it shall not be necessary to have the seal of the association affixed to any such note or bill;
(d) issue bonds, debentures or other securities of the association;
(e) pledge or sell such bonds, debentures or other securities for such sums and at such prices as may be deemed expedient;
(f) mortgage, hypothecate, charge or pledge all or any of the real and personal property, undertaking and rights of the association to secure any such bonds, debentures or other securities or any money borrowed or any other liability of the association.
The association may also invest and reinvest any of its funds and money
(a) in any bonds or debentures of any municipality or public school corporation or district in Manitoba, in bonds, stock and debentures or other securities of Canada or of any province thereof or in any security the payment of which is guaranteed by Canada or any province thereof;
(b) in first mortgages or freehold property in Canada, and for the purposes of the same may take mortgages or assignments thereof, whether such mortgages or assignments be made directly to the association in its own corporate name or to some company or person in trust for it, and may sell and assign the same;
(c) in any legal investment authorized for trust funds in the province.
The business affairs and property of the association shall be administered by the board of directors, composed of not less than 12 members, and all such additional or other officers as are or may be designated by by-law.
The directors of the association shall have power to make by-laws, rules or regulations, not contrary to law or to the provisions of this Act, with power to amend, repeal and re-enact the same for all purposes relating to the general management of the affairs, business and property of the association.
Every by-law and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the association, shall only have force and effect until the next annual meeting of the association, and in default of confirmation thereat, shall from that time cease to have force: Provided that nothing in this section contained shall in any way detract from the rights, powers and privileges of the members in general meeting to make such by-laws regarding any of the affairs of the association as the members see fit.
The association shall carry on business without profit to its members.
The association shall make such returns as may at any time be required by the member of the Executive Council charged with responsibility for the administration of The Corporations Act.
NOTE: This Act replaces S.M. 1944, c. 72.