Manitoba Laws

This is an unofficial archived version of The Norwood Community Scholarship Foundation Incorporation Act
as enacted by SM 1990-91, c. 1 on November 14, 1990.

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R.S.M. 1990, c. 130

The Norwood Community Scholarship Foundation Incorporation Act

Table of contents

WHEREAS the persons hereinafter named, by their petition, prayed that Norwood Community Scholarship Foundation should be incorporated with the objects of the advancement of higher education and the assistance of deserving students within the Norwood School District No. 2113: William Allen, William McKeand, William Walkden, Wellington Geddes Rathwell and Mary Ethel Thornton, all of the Post Office of Norwood Grove in the Province of Manitoba;

AND WHEREAS their prayer was granted and resulted in the enactment of An Act to incorporate "Norwood Community Scholarship Foundation", assented to April 13, 1946;

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;

NOW THEREFORE Her Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Continuation

Norwood Community Scholarship Foundation (hereinafter referred to as "the foundation") is continued as a corporation consisting of those persons who are members on the coming into force of this Act and such other persons as may from time to time become members of the foundation.

Board of management

2(1)

There shall be a board of management (hereinafter referred to as "the board"), that shall hold office until their successors have been chosen according to the by-laws of the foundation; and any vacancy or vacancies on the board shall be filled at the discretion of the board.

Meetings of board

2(2)

The board shall meet annually, or as often as necessary, at the call of the chairman, or any two members thereof, for the purposes of:

(a) appointing from among the members thereof a chairman, a secretary-treasurer, and such other officers and committees as shall be provided for by the by-laws of the foundation;

(b) deciding upon and making awards and scholarships; and

Removal of board members

2(3)

The board at any meeting thereof regularly held, may, by a majority, remove any one or more members of the board.

Powers of board

2(4)

The board shall make awards and scholarships to those students only who have attended schools in Norwood School District No. 2113 for at least one year immediately preceding the year in which the award or scholarship is earned; and whose parents, legal guardians or custodians are residents of that school district.

Powers of foundation

The foundation may

(a) receive donations of, and hold, control, and administer, property of every kind and description, whether real or personal, and wheresoever situate;

(b) if not in contravention of an express term of the donation under which it be received, convert any property at any time, or from time to time received or held by the foundation into any such form, and for such purposes sell, dispose of, assign, transfer, lease or exchange, the same;

(c) entrust to one or more trust companies the custody and management of all or any portion of the property at any time, or from time to time received or held by the foundation in such manner, and in such portions, as the board deems proper, and may enter into agreements with the trust companies with regard thereto;

(d) lease any properties at any time held by the foundation;

(e) purchase or otherwise acquire, hold and alienate property, movable or immovable, real or personal, and do and perform all such acts and things as bodies corporate generally can do and perform.

Appointment of trust companies

4(1)

The foundation, after a donation has been received and becomes operative, may appoint one or more trust companies to have the custody and management of the property included in the donation, or such portion or portions thereof as the board may allot to each of the companies, to act as trustee or trustees thereof for the foundation.

Directions of donor

4(2)

In the event of trustees being appointed, effect shall be given to any directions in writing given by the donor and expressed in the instrument creating the trust.

Revocation and reappointment of trustees

4(3)

The foundation may at any time on a resolution passed by the majority of the board revoke the appointment of any trust company or trust companies as trustee or trustees, and appoint another trust company or trust companies as new trustee or trustees.

Execution of transfers and conveyances

All transfers, assignments or conveyances of property by the foundation shall be executed by, and on behalf of, the foundation in such manner as the board may, from time to time, by by-law prescribe.

Powers of trust companies

Each trust company during its continuance in office as trustee of the foundation shall

(a) have the custody of, and manage and deal with in an efficient manner, all property entrusted to it by the foundation, and make all investments, reinvestments, conversions, sales or dispositions thereof which may at any time, or from time to time, appear necessary or desirable; but no trust company shall make any new investments or reinvestments in any property or security other than securities in which a trustee may invest trust money under the laws of the province;

(b) observe, carry out, perform, and give effect to, all terms, provisions, and conditions, which may in any instance be attached to the donation of any property by the donor thereof, and expressed in the instrument creating the trust;

(c) give effect to, and observe, all directions with regard to any property entrusted to it by the foundation under the provisions of this Act, which may at any time, or from time to time be given in writing by the board, if such directions do not in any instance contravene, or are not inconsistent with, any of the terms, provisions, or conditions, referred to in clause (b), or any provisions of this Act;

(d) pay all accounts and expenses of the foundation and the trust company which the board shall direct in writing;

(e) distribute from the money in its possession such sums, and in such manner, as the board shall at any time, or from time to time by resolution direct;

(f) render annually at such convenient time as may be agreed upon, an account of the trust to the board.

Distribution of money

7(1)

The board may determine by resolution, passed by a majority of the members, the manner in which the money available in each fiscal year shall be distributed, but in so determining shall respect and be governed by any particular wishes that may have been expressed by the donor in the instrument creating the trust: provided that if, in the course of time after the death of the donor, conditions should arise whereby, in the opinion of the board, a departure from such expressed wishes would further the usefulness of the donation, according to the true intent of this Act, the board shall have power in its absolute discretion to make such departure to the extent necessary to further such true intent and purpose.

Conversion into cash

7(2)

In the absence of any direction to the contrary by the donor, all donations if in money or if in any other form, may be sold and converted into cash in the discretion of the board, and the proceeds thereof paid into the general funds of the foundation and used as the board may be resolution direct.

Officers and employees

The board may appoint such officers and engage such employees, at such salaries or for such remuneration, as the board may deem proper and necessary; and may incur such other expenditure incidental to its duties as may reasonably be required; and shall approve the payment of all such salaries and expenditure before payment.

Specific trusts

Where property has been donated to the foundation, and the donor desires that a part of the income derivable therefrom should be distributed for a purpose or purposes other than those set out in this Act, and so indicates in the instrument creating the trust, the board may accept and exercise the trust in respect of the distribution of such part, as fully and effectually as in respect of the remainder.

Power of appointment

Where a donation of any property has been made to the foundation, to take effect in 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.

Audit

11(1)

An audit shall be made and published at the discretion of the board, showing in detail the investments made of all funds donated to, and invested in, the foundation, the amount of income received since the last audit, and the purpose or purposes for which the income has been used, and a statement of the expenses of the trust company or trust companies and of the board.

Statement of future donations

11(2)

The statement shall also show the amount of property which donors have set apart for the benefit of the foundation to become effective in future, and the names of such donors.

Information from trust companies

11(3)

The trust company or trust companies shall give full information and permit the necessary inspections to enable such audits to be made.

By-laws

The board may pass by-laws, rules and regulations for the carrying out of such duties as are by this Act assigned to it, including

(a) the fixing of the fiscal year of the foundation;

(b) the quorum of the board;

(d) the time or times of the audits with publication thereof;

(e) the distribution of the net income;

(f) the appointment of officers; and

(g) such other matters as may be deemed advisable for the convenient and efficient carrying out of the objects of this Act;

and may amend, repeal and re-enact the same.

Non-liability of members

No member of the foundation shall be individually liable or accountable for the debts, contracts, acts or defaults of the foundation.

Final disposition of property

If Norwood School District No. 2113 is hereafter divided, or becomes part of a larger area, or in any way fails to continue as constituted as of the date of the coming into force of this Act, or if hereafter the objects of the trust cease to exist, or the trust for any cause becomes incapable of performance, the foundation may take such measures as are necessary to have all its property of every kind and description, whether real or personal, transferred to The Winnipeg Foundation, or to some other charitable body or institution of like objects and aims, to be administered in accordance with the objects and then existing by-laws of the foundation: provided that the benefits therefrom shall be restricted to the area included in Norwood School District No. 2113 as constituted as of the date of the coming into force of this Act.

Form of donation

Any form of words shall be sufficient to constitute a donation for the purposes of this Act so long as the donor indicates an intention to contribute presently or prospectively to a fund or foundation of the general character indicated in this Act.

Construction of Act

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 educational purposes, and will, in case of any failure on the part of the foundation or of the board, do what is necessary to carry out the direct intent and purpose of this Act.

NOTE: This Act replaces S.M. 1946, c. 107.