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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. 138
The Portage Curling Club Incorporation Act
WHEREAS the persons hereinafter named by their petition, prayed that Portage Curling Club should be incorporated: Zane Matiation, James Moorhouse, Reginald Tomalin, Gordon Irwin, Kenneth Holland, Henry Riendeau, Oreille Hogue, Dwight Moxham, Tobe Trimble, Hugh Mustard, Vaughan Greenslade, Gordon Tidsbury, Harold Jackson, Thomas Marsh, Leslie McKay and William McCowan, all of the City of Portage la Prairie, in Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate Portage Curling Club, assented to June 10, 1974;
AND WHEREAS the Minister of Justice has caused this 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:
Portage Curling Club (hereinafter referred to as "the club") is continued as a corporation consisting of those persons who are shareholders in the club on the coming into force of this Act and such other persons as become shareholders.
The capital stock of the club shall be 1000 shares without nominal or par value; and the club may sell the shares at such price, and on such terms, as may be fixed from time to time by resolution of the board of directors.
The head office of the club shall be in The City of Portage la Prairie, in the Province of Manitoba.
The club has all the powers necessary to do such things as are incidental or conducive to the achievement of its purposes as contemplated by this Act, including, without limiting the generality of the foregoing, the power to
(a) promote the game of curling and such other social and athletic activities as may be deemed by the club to be advisable or expedient;
(b) purchase or acquire the assets, or any of them, of the corporation known as Portage Curling Club;
(c) purchase, take on lease, build, hire or otherwise acquire, for the purpose of, or for use in connection with, the club or club house, lands, buildings, and other hereditaments, furniture, fixtures, fittings and other chattles, 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, use and enjoyment thereof as the club or the board of directors may determine;
(d) erect, maintain, alter, or improve any building for the purposes of the club;
(e) afford all the usual privileges, advantages, conveniences, and accomodation, of a sports and social club;
(f) promote, manage, and conduct curling tournaments and other entertainments;
(g) invest any of the money of the club 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.
Taking over liabilities of association
If, pursuant to clause (1)(b), the assets, or any of them, of the corporation known as Portage Curling Club are purchased, or otherwise acquired, the club shall assume and be liable for such of the duties, obligations, and liabilities of the corporation known as Portage Curling Club, with respect to the business, rights and property so acquired as are not performed or discharged by the corporation known as Portage Curling Club.
The affairs of the club shall be under the management of the board of directors, the number of whom, and the method of whose election, shall be governed by the by-laws of the club.
Election of directors and voting
The election of directors and all other questions voted on at a meeting of shareholders shall be decided by a majority of votes of the shareholders.
The board of directors shall continue in office for one year, unless the by-laws of the club otherwise provide, and thereafter until their successors are appointed; and if any vacancy occurs in the board, the remaining directors shall fill the vacancy for the balance of the term of the person in respect of whom the vacancy occurred.
The holder of a share is not entitled to any of the privileges of the club house or grounds, or to be elected a member of the board of directors, unless he is a member of the club pursuant to the by-laws, rules and regulations.
The board of directors may delegate any of its administrative powers to committees consisting of such shareholder member or members of the club 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.
No transfer of any share of the club shall be made except by consent of the board of directors; and all shares shall be transferred on the books of the club in such manner, and subject to such restrictions and regulations as may be imposed by the by-laws of the club.
Calls may be made upon shares in such instalments, and upon such notice, as may be required by the by-laws of the club.
No one shareholder shall be capable of voting on more than one share of the capital stock of the club.
The club 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 one hundred of such re-purchased shares at any one time.
The club may treat the registered holder of any share as the absolute owner thereof; and it shall not, except as ordered by a court of competent jurisdiction, be bound to recognize any equity or other claim to, or interest in, any share on the part of any other person.
The club has a first and paramount lien on each share registered in the name of each member, whether solely or jointly with others, and upon the proceeds of the sale thereof,
(a) for the dues, fees, fines, and penalties, payable by that member to the club, either solely or jointly with any other person, and for all his other obligations to the club; and
(b) for the dues, fees, fines, and penalties, payable by, or in respect of, any other person entitled to the privileges of the club by reason of the membership of that member, and for all other obligations to the club by, or in respect of, any member of the family of such other person;
whether the time for payment, discharge, or fulfilment thereof has or has not arrived.
Any equitable interest created in any share is subject to section 8 and 9.
Unless otherwise specifically stipulated by the club at the time of registration, the registration of a transfer of shares operates as a waiver of the lien of the club in respect of dues, fees, fines, and penalties, payable under subsection (1) in respect of the transferor, or of a member of his family or other person mentioned in clause (1)(b), or in respect of any obligation to the club by, or in respect of the transferor or a member of his family or other person as aforesaid.
The board of directors of the club may administer the affairs of the club in all things, and may make or cause to be made, for the club, any description of contract into which the club may by law enter and may make by-laws, rules and regulations, not contrary to law or this Act, for all purposes bearing on the affairs, business, and property, of the club, 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, as aforesaid, in respect of,
(a) the regulations of
(i) the allotment of stock and the making of calls thereon,
(ii) the payment of calls,
(iii) the issue of and registration of certificates of stock,
(iv) the forfeiture of stock for non-payment of calls and any assessments made thereon,
(v) the disposal of forfeited stock and the proceeds thereof, and
(vi) the transfer of stock;
(b) the terms of service of directors;
(c) the appointment, functions, duties and removal of all agents, officers and servants of the club;
(d) the security to be given to the club by the agents, officers and servants of the club, and their remuneration;
(e) the time at which, and place where, the annual and semi-annual meetings of the club shall be held;
(f) the calling of meetings and the fixing of quorums at all meetings of shareholders and of the board of directors;
(g) the imposition and recovery of all penalties and forfeitures, admitting of regulations by by-law;
(h) the admission of all classes of members to the club;
(i) the fixing of the amount of admissions and annual fees and collection thereof;
(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;
(k) the suspension and expulsion of members, both shareholders and associate; and
(l) the conduct in all other particulars of the affairs of the club.
Every such by-law, and every repeal, amendment, and re-enactment thereof, unless in the meantime confirmed at a general meeting of the club duly called for that purpose, shall have force only until the next annual meeting of the club; and in default of confirmation thereat, shall, 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 club.
Remuneration of directors prohibited
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 club.
If authorized by by-law duly passed by the board of directors, and sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders duly called for considering the by-law, the board of directors may
(a) borrow money upon the credit of the club;
(b) limit or increase the amount to be borrowed;
(c) issue bonds, debentures, debenture stock, or other securities of the club, and pledge or sell them for such sums at such prices as may be deemed expedient;
(d) hypothecate, mortgage, or pledge, the real or personal property of the club, or both, to secure any such bonds, debentures, debenture stock, or other securities, and any money borrowed for the purposes of the club.
Nothing in this section limits or restricts the borrowing of money by the club on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the club.
Application of Corporations Act
The provisions of The Corporations Act applicable thereto apply, with such modifications as the circumstances require, to the club as if they were incorporated herein, except where they may be inconsistent with this Act.
The club shall be carried on without pecuniary gain to its members; and any profits or other accretions to the club shall be used for its objects; but, unless the charter or by-laws otherwise provide, nothing in this section prohibits a director or member,
(a) from receiving reasonable remuneration for his services to the club as a director or in any other capacity; or
(b) from being reimbursed for reasonable expenses incurred by him in connection with those services.
NOTE: This Act replaces S.M. 1974, c. 85.