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R.S.M. 1990, c. 139
The Portage Industrial Exhibition Association Incorporation Act
WHEREAS Edward H. Muir, of the Municipality of Portage la Prairie, farmer; James Bray, of the Town of Portage la Prairie, farmer; Joseph Trimble, of the Town of Portage la Prairie, farmer; John J. Garland, of the Town of Portage la Prairie, merchant; James McKenzie, of the Municipality of Portage la Prairie, farmer; Robert Bryden, of the Municipality of Portage la Prairie, farmer; John Wishart, of the Municipality of Portage la Prairie, farmer; Andrew Lorne Hamilton, of the Town of Portage la Prairie, banker; Thomas E. Wallace, of the Municipality of Portage la Prairie, farmer; William P. Smith, of the Town of Portage la Prairie, bursar; Arthur Meighen, of the Town of Portage la Prairie, barrister-at-law; Dougald McKillop, of the Town of Portage la Prairie, furniture dealer; and William Fulton, of the Municipality of Portage la Prairie, farmer, by their petition, prayed for the passing of an Act to incorporate the Portage Industrial Exhibition Association, having for its object the organizing, establishing and holding of an annual agricultural, industrial and arts exhibition at the Town of Portage la Prairie, and for other purposes;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate the "Portage Industrial Exhibition Association", assented to February 13, 1907;
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 Industrial Exhibition Association (hereinafter referred to as "the association") is continued as a corporation consisting of those persons who were shareholders on the coming into force of this Act and such other persons as become shareholders of the association.
The capital stock of the said association shall be $20,000., divided into 1,000 shares of $20. each, but shall be subject to be increased as hereinafter provided; and such shares shall be transferable upon the books of the association in such manner, and subject to such restrictions, as may be fixed by by-laws of the association; and calls may be made upon such stock in such instalments and upon such notice as shall be regulated by the board of directors.
The association is hereby authorized and empowered, either permanently or periodically, to erect any structures, buildings or enclosures in any place or places in the Town of Portage la Prairie or elsewhere, and, for the promotion of industries, arts and sciences generally, therein to exhibit any and every variety of thing found in animal or vegetable life, and any and every variety of mineral product; to exhibit products, goods, wares, merchandise, machinery, mechanical inventions, and improvements of every nature, name and kind, and such as are generally exhibited at fairs; to exhibit paintings and statuary of any and every nature and kind; to exhibit and develop the points and qualities of the several breeds of horses and other animals by such competitive tests as may be humane and proper, and as may be deemed expedient; to make such other exhibitions as will be in conformity with the purposes and objects of association and this Act; to carry on and maintain the business aforesaid and such other business as may be hereinafter mentioned; and to hold, own or acquire, by lease, purchase, gift or otherwise, property, real, personal and mixed, at such prices and upon such terms and conditions as may be agreed upon, and to dispose of such property by lease, sale or otherwise as may be deemed expedient; and to improve and use the same by construction of such buildings, houses, works and improvements as are necessary, and as may be deemed proper; and to cultivate such portions of their grounds as they may deem proper for the propagation of plants, trees, shrubs, etc., and also to manufacture and raise articles and things required in the various exhibitions contemplated; provided always, and it is enacted, that the said corporation shall at no time acquire or hold any lands or tenements, or any interest therein, exceeding in the whole at any one time the annual value of $15,000, nor otherwise than for their actual use or occupation for the purposes of the said corporation.
The association may conduct and carry on horse racing meets or any other form of horse racing, and may own or operate or own and operate race tracks.
The association is hereby authorized to charge admission fees to the places of exhibition, and such entry fees as may be deemed proper to receive for exhibiting everything contemplated by this Act; to receive subscriptions to the prize list or for aiding the general purposes of the association, and subscriptions and bonuses to the guarantee or other fund established for the prize list or for the purposes of the association, and to sue for and recover the same from the party or parties subscribing; to award and pay the exhibitors such prizes, medals and honorary distinctions as they may deem proper, and to let, lease or own stalls, stands, rooms and places in any of their buildings, or structures, or in any part of their property, upon such terms and conditions as the board of directors deem best for the interests of the association.
Special and general meetings of the shareholders of the association may be called by publishing a notice of any such intended meeting for two consecutive weeks in some newspaper published in the Town of Portage la Prairie, and by mailing, at least 14 days before such meeting, notice of the calling of the same to all shareholders whose addresses have been registered with the secretary of such association. Each shareholder, without regard to the number of shares held by him, shall be entitled to only one vote at any election or upon any question whatsoever arising at any meeting of the association.
No dividend or profit on the stock or shares in the association shall be declared or paid, and no remuneration shall be paid to the president, vice-president or directors.
The board of directors shall consist of not less than 10 and not more than 50 directors (of whom seven shall form a quorum), to be selected at a meeting of the shareholders held for that purpose, which meeting shall be called by publication of a notice thereof in the manner above set forth. Each of the said directors shall be a shareholder in his own right, except as provided in the next succeeding clause. The election of directors, and other questions voted on at any meeting of the shareholders, shall be decided by a majority of the votes of the shareholders present in person, or represented by written proxy, but no shareholder shall have more than one vote in his own right. The directors so chosen shall elect one of their number to be president, and another to be vice-president, and the said president, vice-president and directors shall continue in office for two years or until others shall be chosen to fill their places, as may be provided by the by-laws of the association, and, if any vacancy shall happen by death, resignation or otherwise during the said year in the office of president, vice-president or directors, the remaining directors shall supply such vacancy for the remainder of the year, and the election of directors shall take place annually, either on the anniversary of the day of the first election of directors or on such other day or days as may be fixed by by-laws of the association.
Every municipality in the Province of Manitoba which grants a sum of money, not less than $200. in any year, towards the funds of the said association shall be entitled to appoint one director to the board of directors of the association; and each such director shall be appointed by resolution of the council of the municipality which he represents, and the Pure-bred Cattle Breeders' Association of Manitoba, and the Manitoba Poultry Association, and the Horticultural Society, and the Sheep and Swine Breeders' Association of Manitoba, and the Horse Breeders' Association of Manitoba, and the Manitoba Dairy Association, and any Central Manitoba turf club, and each and every other society which the board of directors of the association may admit by by-law passed for that purpose, shall at all times be entitled to appoint one director each to the said board of directors, who need not be shareholders in the association. Such directors shall have the same power as the directors elected by the shareholders and shall hold office during the same period as the directors elected by the shareholders.
The association shall have power, and is hereby authorized and empowered, to assume and take over all the assets, liabilities, property, effects and franchises of the Portage and Lakeside Electoral Division Agricultural Society, on such terms and conditions as may be mutually agreed upon, and also the assets, liabilities, property and effects of any other agricultural society which may be agreed upon, and shall also have power to make any and every arrangement or agreement with any other agricultural society or societies, with reference to any matter or thing contemplated by this Act; and the said Portage and Lakeside Electoral Division Agricultural Society, and any other agricultural society which may deem it advisable, is and are hereby authorized and empowered to transfer and convey to said association all their assets, liabilities, property and effects of every nature and kind on such terms and conditions as may be mutually agreed upon, and such society or societies shall also have power to lease to the said association all their property and effects for such term, not exceeding 99 years, and upon such conditions as may be agreed upon.
The directors shall have full power to make all by-laws and regulations not inconsistent with the provisions of this Act for the management of the association, the requirement, management and disposition of its stock, property and effects, and of its affairs and business; the making, management and collection of calls on stock and forfeiture thereof for non-payment, the entering into arrangements and contracts with any person or corporation, the form and issuing of stock certificates and the transfer of shares, and calling of general and other meetings of the association, the appointment and removal and remuneration of all officers, agents, clerks, workmen and servants of the association; the admission fees to be received from persons visiting their exhibition and from exhibitors, and in general to do all things that may be necessary to carry out the objects of and the exercise of the powers incident to the association.
The directors may from time to time increase the capital stock of the association from such amount or amounts as occasion may require, and may also raise or borrow any sum or sums of money by the issue of bonds, or debentures of not less than $100. each, on such terms and credit as they may think proper, and may pledge or mortgage all the property, admission and entry fees, tolls and income of the association, or any part thereof, to secure the repayment of the money so raised or borrowed, and the interest thereon; provided always, that the consent to two-thirds in value of the shareholders represented at a special meeting of the shareholders, and voting either in person or by proxy, shall be first had and obtained for either or both of the purposes aforesaid, and that due notice of the holding of such special meeting, and the purpose or purposes of calling the same, shall have been given in the manner provided in section 6.
The association may become a party to promissory notes and bills of exchange for sums not less than $100., and every note or bill made, drawn, accepted or endorsed by the president or vice-president of the association, or other officer authorized by the by-laws of the association, and countersigned by the secretary or other officer of the association authorized by by-law, shall be binding on the association, and every such note or bill of exchange so made, drawn, accepted or endorsed shall be held to be with proper authority until the contrary is shown, and in no case shall it be necessary to have the seal of the association affixed to such promissory note or bill of exchange, nor shall the president or vice-president or secretary, or other officer so authorized, be individually responsible for the same unless such promissory note or bill of exchange has been issued without proper authority; but nothing in this section shall be construed to authorize the association to issue any note or bill of exchange payable to bearer or intended to be circulated as money or as the note or bill of a bank. In addition to the amounts which the association may borrow, secured or not secured, as aforesaid, the association may borrow on current account, or otherwise, such further sums as the directors may decide are required or necessary for the operation of the association or for the acquisition of any property, right, power or privilege.
No shareholder shall be personally liable for the promises, contracts, debts, undertakings, torts or liabilities of the said association beyond the amount remaining unpaid upon stock held by him.
Any municipal corporation in Manitoba may subscribe for, accept and hold, and may part with and transfer, stock in the association to an amount not exceeding $500., and from time to time may direct the mayor, reeve or other chief officer thereof, on behalf of such municipality, to subscribe for such stock in the name of such municipality and to act for and on behalf of such municipality in all matters relative to such stock, and to exercise the right of such municipality as a shareholder, but acting according to his discretion in cases not provided for by such municipality; and such municipality may pay all instalments upon the stock which they subscribe for and acquire out of any money belonging to such municipality.
Any municipality or other corporation in Manitoba may grant such aid upon such terms and considerations as may be agreed upon between said association and the municipality or corporation granting such aid.
The council of any municipality and the said association are hereby respectively authorized to make and enter into any agreements or covenants relating to the holding of any exhibitions and granting and accepting aid for the same.
The association may at any time, upon a by-law for the purpose being passed by the directors, admit to membership, without subscription for, and without payment on stock, a delegate or delegates from any other society or organization for the promotion of agriculture, stock-raising, the dairy art or any form of industry, and such delegate or delegates shall thereupon be entitled to the privilege of voting at all meetings of the shareholders of the said association, but the rights of such delegates, or of any of them, may at any time be terminated by the directors of the association.
In all matters not provided for by this Act, and not conflicting with any matter herein contained, the provisions of The Corporations Act shall apply to the association as if the same were incorporated in this Act.
Notwithstanding the provisions of The Municipal Act or of The Portage la Prairie Charter, any member of the council, or of any city, town or rural municipality, shall not be disqualified from voting on any by-law, motion or resolution granting aid to the association, or taking part in any discussion relating thereto, by reason of his being a shareholder of the association.
NOTE: This Act replaces S.M. 1907, c. 60.