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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. 140
The Portage La Prairie Country Club Incorporation Act
WHEREAS the persons hereinafter named, by their petition, prayed that The Portage la Prairie Country Club should be incorporated: William Richardson, agent; Henry Stephens, manufacturer, James D. Kennedy, manager; William F. Lunn, traveller; Selkirk M. Macdonald, deputy clerk of the Crown and pleas; Fawcett G. Taylor, barrister-at-law; Henry J. Cowan, barrister-at-law, and Ewen A. McPherson, barrister-at-law;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate The Portage la Prairie Country Club, assented to March 26, 1912;
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:
The Portage la Prairie Country Club (hereinafter referred to as "the club") is continued as a corporation consisting of those persons who were members in good standing on the coming into force of this Act and such other persons as become shareholders.
The club is hereby authorized, in carrying on and maintaining its objects, to acquire, by lease, purchase, gift or otherwise, and to own and hold, property, real, personal and mixed, at such prices and upon such terms and conditions as may be agreed upon, and to improve and use the same by the construction of such buildings, paths, tracks, drives, golf links, tennis courts, and to make such provision for games and sports, works and improvements, either inside or outside the property of the club, as are necessary and as may be deemed proper, and the same or any part thereof from time to time to sell, alienate, exchange, mortgage, lease or otherwise dispose of as the club or its board of directors may deem expedient.
The capital stock of the club shall be $25,000., divided into 100 shares of $250 each. No transfer of shares shall be made except by the board of governors hereinafter named. 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, and calls may be made upon such stock, in such instalments and upon such notice as shall be regulated by the by-laws of the club. No one shareholder shall be capable of holding, owning or voting on more than five shares in the capital stock of the club.
The affairs of the club shall be under the management of a board of governors, composed of 12 shareholders, each of whom must be a shareholder in his own right in the club; all calls must be paid upon any shares held by him, and he must be a member in good standing in the club. The board of governors shall be elected at the annual meeting of shareholders, or at a meeting of shareholders for that purpose called in such manner and at such place and time as the by-laws of the club may provide; and, in the absence of a by-law, then as the board of governors may decide.
The election of governors and other questions voted on at a meeting of shareholders shall be decided by a plurality of votes of the shareholders present in person, each shareholder being entitled to one vote for each share of stock standing in his name in the books of the club, on which all calls having been paid, but not shareholder shall be entitled to more than five votes, and voting by proxy shall not be allowed except as hereinafter provided. The board of governors shall continue in office for one year, and until their successors have been appointed, and if any vacancy shall occur in the board during the said year the remaining governors shall supply such vacancy for the balance of the term.
The board of governors shall have power to make by-laws, rules and 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 or bearing on the affairs, business and property of the club, its management, government, aims, objects and interests, to regulate the allotment of stock and making of calls thereon, the payment of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof, the transfer of stock, the term of service of governors, the appointment, functions, duties and removal of all agents, officers and servants of the club, the security to be given by them to the club, their remuneration, the time at which and place where the annual meetings of the club shall be held, the calling of meetings, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, the admission of associate and honorary members to the privileges of the club, the fixing of the amount of the admission and annual fees and the collecting thereof, the suspension and expulsion of members, both shareholder and associate, and the conduct in all other particulars of the affairs of the club; but 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 only have force until the next annual meeting of the club, and in default of confirmation thereof shall at 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.
No share or shares in the capital stock of the club can be owned or held by a partnership or club, and the holder of a share or shares shall not be entitled to any of the privileges of the club house or grounds, or be capable of being elected one of the board of governors, or to attend or vote at any meeting of the shareholders, unless and until such a person has been duly elected and then is a member of the club, pursuant to the by-laws, rules and regulations.
No remuneration shall be paid to any governor as such or by virtue of any office occupied by him, except as authorized by the by-laws of the club.
Limit of liability of shareholders
No shareholder or member of the board of governors shall be personally liable for the debts, torts, contracts or liabilities of the club beyond the amount remaining unpaid upon his stock.
Borrowing money on negotiable instruments
The club shall have power from time to time to borrow money, and for such purpose may raise or borrow any sum or sums of money by the issue of negotiable instruments, bonds, debentures or other instruments, on such terms as it may think proper, and may pledge or mortgage all the property and assets, real and personal, and income of the club, or any portion thereof, to secure the payment of the moneys so borrowed or the interest thereon; provided always that the consent of one-half in value of the shareholders, represented at a special meeting and voting either in person or by proxy, shall be first had and obtained for the issuing of bonds and debentures or the pledging or mortgaging of the property, assets or income of the club.
Unpaid accounts may be sued for
Any unpaid account a member may have incurred to the club for articles ordered by him upon the premises, and his entrance fee and annual subscription unpaid, shall be a debt due by him to the club, and may be collected from him by the club by due process of the law.
The club shall have power to draw, make, accept and endorse all cheques, bills of exchange and promissory notes necessary for the purpose of the club under the hands of its president and secretary after authority from the majority of the governors of the club so to do, and in no case shall it be necessary that the seal of the club shall be affixed to any such cheques, bills or notes, nor shall the president or secretary be personally responsible therefor; provided, however, that nothing herein contained shall be construed to authorize the said club to issue notes or bills of exchange payable to bearer.
Application of Corporations Act
In all matters not provided for by this Act, and where not inconsistent with any matter herein contained, the provisions of The Corporations Act for the time being in force shall apply to the club as if the same were incorporated in this Act, substituting the word "club" for "corporation" and "governors" or "board of governors" for the word "director" or "board of directors."
The club is hereby empowered and authorized to purchase or re-purchase any stock or stocks, share or shares, certificate or certificates, issued by it.
NOTE: This Act replaces S.M. 1912, c. 131.