|This is an unofficial archived version of The Provincial Exhibition of Manitoba Incorporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 143
The Provincial Exhibition of Manitoba Incorporation Act
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WHEREAS the persons hereinafter named, by their petition, prayed that Western Agricultural and Arts Association of Manitoba should be incorporated for organizing, establishing and holding an annual agricultural, industrial and arts exhibition at the City of Brandon and for other purposes: Henry Nichol, of the Municipality of Elton, farmer; Thomas M. Percival, of the Municipality of Cornwallis, farmer; James M. Roddick, of the Municipality of Cornwallis, farmer; Thomas Harkness, of the City of Brandon, stockdealer; Spencer A. Bedford, of the City of Brandon, farm manager; Andrew Kelly, of the City of Brandon, miller; Donald McG. Stewart, of the City of Brandon, merchant; William Johnston, of the City of Brandon, agent; and Kenneth Campbell, of the City of Brandon, grain dealer;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate the "Western Agricultural and Arts Association of Manitoba", assented to April 20, 1892;
AND WHEREAS the Act was subsequently amended and the name of the corporation changed to The Provincial Exhibition of Manitoba;
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 the Province of Manitoba, enacts as follows:
The Provincial Exhibition of Manitoba (hereinafter referred to as "the corporation") is continued as a corporation consisting of those persons who are shareholders of the corporation on the coming into force of this Act and such other persons as shall become shareholders.
The capital stock of the corporation shall be $10,000. divided into 1,000 shares of $10. each, but shall be subject to be increased as hereinafter provided; and such shares shall be transferable upon the books of the corporation in such manner and subject to such restrictions as may be fixed by the by-laws of the corporation; 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 corporation is hereby authorized and empowered either permanently or periodically to erect any structures, buildings and enclosures, in any place or places in the City of Brandon, and for the promotion of industries, arts and sciences generally therein to exhibit any and every variety of thing and being, found in animal and vegetable life, and any and every mineral product; to exhibit products, wares, goods, 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, and to make such other exhibitions as will be in conformity with the purposes and objects of this Act; and the corporation is hereby further authorized in carrying on and maintaining the business aforesaid, and such other business as may be hereinafter mentioned, to hold, own and acquire by lease, purchase, gift or otherwise, property, real, personal and mixed, at such prices and on such terms and conditions as may be agreed upon, and may improve and use the same by construction of such buildings, houses, works and improvements as are necessary, and as may be deemed proper; and the corporation is hereby further authorized to cultivate such portion of its grounds as it may deem proper for the propagation of plants, trees, shrubs, and the like, and also to manufacture and raise articles and things required in the various exhibitions contemplated.
The corporation shall have power to purchase from time to time such land and property as they may find necessary for the objects and purposes of the future development of the business of the corporation, and from time to time to sell such real property as may not be needed by the corporation on such terms as it may see fit, and it may buy and sell personal property, and may build and equip, establish and maintain buildings for all exhibition purposes and for any other purposes required in carrying out the objects of the corporation; may hold summer exhibitions from time to time of all or any products or of articles of skill or of science, and may donate prizes which may be won in competition at such exhibitions; and may affiliate with other live stock or similar corporations and agricultural societies; may enter into any lease or contract with any other association or corporation or individual or individuals in regard to any land or buildings, or portion of lands and buildings of the real estate of the corporation, or in regard to any personal property of any kind belonging to this corporation, and generally may carry on, conduct and maintain any kinds of business necessary for the promotion and development of the business of the corporation and of live stock exhibitions.
The corporation shall have power and authority during the intervals between exhibitions to lease any portion of its property, or the whole thereof, for such purposes as the directors may by by-law determine.
The corporation 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 corporation, and subscriptions and bonuses to the guarantee or other fund established for the prize list or for the purposes of the corporation, and to sue for and recover the same from the party subscribing, to award and pay the exhibitors such prizes, medals, and honorary distinctions as it may deem proper; and to let, lease, or own stalls, stands, rooms and places in any of its buildings or structures, or in any part of its property, upon such terms and conditions as the Board of Directors deem best for the interests of the corporation.
Special and general meetings of the shareholders of the corporation may be called by publishing a notice of such intended meeting for two consecutive weeks in some newspaper published in the City of Brandon and by mailing at least 14 days before such meeting notice of the calling of such meeting to all shareholders whose addresses have been registered with the Secretary of the corporation. 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.
No dividend or profit on the stock or shares in the corporation 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 10 shall form a quorum), to be elected 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 Directors shall be a shareholder in his ownright, except as provided in section 8. The election of Directors and other questions voted on at any meeting of the shareholders shall be decided by a majority of 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 own number to be President, and another to be Vice-President, and the President, Vice-President and Directors shall continue in office for one year, or until others shall be chosen to fill their places, as may be provided by the by-laws of the corporation; and if any vacancy shall happen, by death, resignation or otherwise during the 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-law of the corporation.
Every Municipality in the Province of Manitoba which grants a sum of money not less than $400. in any year towards the funds of the corporation, shall be entitled to appoint one Director to the Board of Directors of the corporation; 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 NorthWest Territories, and The Southern Manitoba Poultry Association, and The Manitoba Dairy Association, and The Brandon Turf Club, and The Manitoba Field Trials Club, and each and every other society which the Board of Directors of the corporation may admit by by-law passed for that purpose, shall at all times be entitled to appoint one Director each to the Board of Directors, who need not be shareholders in the corporation. Such Directors shall have the same powers as the Directors elected by the shareholders and shall hold office during the same period as the Directors elected by the shareholders.
The corporation shall have power and is hereby authorized and empowered to assume and take over all the assets, liabilities, property, effects and franchise of any Agricultural Society on such terms and conditions as may be mutually agreed upon, and shall also have power to make any and every arrangement or agreement with other Agricultural Societies with reference to any matter or thing contemplated by this Act; and any Agricultural Society which may deem it advisable is hereby authorized and empowered to transfer and convey to the corporation all its assets, liabilities, property, and effects of every nature and kind on such terms and conditions as may be mutually 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 corporation, the acquisition, 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, the calling of general and other meetings of the corporation, the appointment and removal and remuneration of all officers, agents, clerks, workmen and servants of the corporation; the admission fees to be received from persons visiting its exhibitions and from exhibitors, and in general to do all things that may be necessary to carry out the objects and in the exercise of the powers incident to the corporation.
The Directors may from time to time increase the capital stock of the corporation for 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 corporation, or any part thereof to secure the repayment of the moneys so raised or borrowed, and the interest thereon and to secure the guarantors of any bonds or debentures of the corporation; provided always that the consent of two-thirds 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 either or all 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 5.
No shareholder shall be personally liable for the promises, contracts, debts, undertakings, torts or liabilities of the corporation, beyond the amount remaining unpaid upon stock held by him.
Any municipal corporation in Manitoba may subscribe for, accept and hold, and may depart with and transfer stock in the corporation, 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 rights 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 it subscribes for and acquires, out of any moneys belonging to such municipality.
Any municipal or other corporation in Manitoba may grant aid to the corporation; and may grant such aid upon such terms and conditions as may be agreed upon between the corporation and the municipality or corporation granting such aid.
The Council of any municipality and the corporation 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 corporation 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 corporation, but the rights of such delegates or of any of them may at any time be terminated by the Directors of the corporation.
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 corporation as if the same were incorporated in this Act.
The corporation is an incorporated agricultural society to the same effect as if incorporated under The Agricultural Societies Act.
The annual fairs and agricultural and industrial exhibitions which the corporation may hold and the annual winter fair and exhibition held on its property are hereby declared to be "The Provincial Agricultural Fairs and Exhibitions" of the Province of Manitoba.
This Act shall be deemed to be a Public Act.
NOTE: This Act replaces S.M. 1892, c. 55.