as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 146
The Red River Exhibition Association Incorporation Act
WHEREAS The Red River Exhibition Association (hereinafter referred to as "the association") was incorporated under The Companies Act;
AND WHEREAS the following persons, by their petition, prayed that a new corporation by the same name should be incorporated by an Act of the Legislative Assembly of Manitoba to take over the assets and liabilities, and carry on the work of the association: Stewart Millet, of the City of St. James, in Manitoba, Insurance Broker, Thomas Croy, of the rural Municipality of Rockwood, in Manitoba, Farmer, and Mahlon Craft, of the City of St. Boniface, in Manitoba, Manager;
AND WHEREAS their prayer was granted and resulted in the enactment of An Act to incorporate The Red River Exhibition Association, assented to April 16, 1964;
AND WHEREAS the Minister of Justice has caused An Act to incorporate The Red River Exhibition Association 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 Red River Exhibition Association (herein referred to as "the corporation") is continued as a corporation consisting of those persons who are members of the corporation on the coming into force of this Act and all other persons who hereafter become members. Those persons who are directors of the corporation on the coming into force of this Act shall continue in that capacity until their successors are elected.
The head office of the corporation shall be at The City of Winnipeg, or at such other place in the province as is determined by the board of directors of the corporation.
The objects of the corporation are:
(a) to promote Manitoba industry, agriculture, commerce and tourism;
(b) to provide adequate facilities for the exhibition of the products of Manitoba and foreign producers;
(c) to inform Manitobans concerning the progress and achievements of the province;
(d) to foster the growth of better understanding between the various racial and economic groups in the province;
(e) to establish a permanent exhibition park in or near the City of Winnipeg, designed for public use throughout the year;
(f) to promote, assist, establish, hold and conduct fairs, shows, exhibitions, competitions and games of all lawful kinds, including, without limitation those involving horses, cattle, agriculture, horticulture, industry, athletes, sports and recreation;
(g) to promote, assist, establish and conduct horse races and racing meetings whether running, trotting, pacing or otherwise;
(h) to solicit, receive, provide, give and contribute towards prizes, cups, stakes, purses or other rewards or inducements in connection with any of the foregoing activities;
(i) to operate any lawful pari-mutuel system of betting in connection with any race meeting conducted by the corporation.
The corporation may do all such acts and things as are incidental or conducive to, or consequential upon the attainment of its objects, and without limiting the generality of the foregoing, has all the powers, privileges, and immunities conferred by, and is subject to all the limitations and liabilities set out in the provisions of The Corporations Act that are applicable thereto.
Any profits or gains of the corporation shall be used in promoting its objects; and no part of any such profits, and none of the assets of the corporation shall be payable to, or otherwise made available for the personal benefit of any member thereof, except in so far as they may be required for payment of salaries of employees and reimbursement of reasonable expenses incurred by directors, officers, or employees.
If upon the winding up or dissolution of the corporation there remains after the satisfaction of all its debts, liabilities, and obligations, any property whatsoever, the same shall not be paid to or distributed among the members of the corporation, but shall be given or transferred to some other institution or corporation having objects similar to the objects of this corporation, such institution or corporation to be determined by the members of this corporation at or before the time of dissolution or in default thereof by a judge of the Court of Queen's Bench, who may have or acquire jurisdiction in the matter, and if, in so far as effect cannot be given to the aforesaid provisions, then to such charitable object as may be determined by the members and failing such determination by the directors for the time being.
The corporation may
(a) borrow money for the purpose of carrying out its objects and hypothecate, pledge, or mortgage its real or personal property or both;
(b) issue bonds and debentures in such denominations amounts as it deems advisable, secured by mortgage or otherwise;
(c) sign bills, notes, or contracts or other evidence of, securities for, moneys borrowed or to be borrowed for the purposes aforesaid; and
(d) pledge debentures as security for temporary loans, and re-issue debentures after redemption thereof.
On April 16, 1964
(a) all assets that, at that time, were vested in the association were transferred to and vested in the corporation;
(b) all liabilities of the association were charged on the corporation and became liabilities thereof; and
(c) the corporation became entitled to all benefits to which the association was entitled by virtue of effluxion of time or the performance of or compliance with prerequisites.
Any person, association, or corporation, that is accepted for membership under the by-laws of the corporation, is eligible for membership.
The board of directors of the corporation shall consist of not less than 20 nor more than 50 directors, as is fixed from time to time by by-law of the corporation.
Directors shall be elected in such manner as may be provided by the general by-laws of the corporation.
A quorum of directors shall be not less than 40% of the directors but the quorum may be increased by by-law of the corporation.
The board of directors of the corporation may administer in all things the affairs of the corporation, and may make or cause to be made for the corporation any description of contract that it may, by law, enter into; and without limiting the generality of the foregoing, the board of directors may
(a) exercise all the powers of the corporation as herein provided;
(b) make and enter into any agreement or arrangement with other organizations for furthering the objects of the corporation;
(c) authorize any director, officer, or employee, of the corporation or other person, to manage, transact, and settle the banking business of the corporation and to draw, make, accept, endorse, execute, and issue cheques, bills of exchange, or other negotiable or transferable instruments;
(d) determine by whom the signatory powers of the corporation shall be exercised with respect to all contracts, deeds or other documents of any kind whatsoever;
(e) fix the salaries to be paid to employees.
General by-laws of the Corporation may be amended, repealed, substituted, or added to only by resolution approved by a general meeting of the corporation, upon such notice and in such manner as the general by-laws may provide.
Subject to subsection (3), the board of directors may make such by-laws, not inconsistent with the general by-laws, as they deem necessary or advisable for the due carrying out of the object of the corporation, and may repeal, amend or re-enact them.
Unless ratified and confirmed at the next general meeting of the corporation held after the making of the by-law, each by-law of the corporation ceases to have any force and effect at the end of that general meeting.
Reference to The Red River Exhibition Association in any Act of the Legislature, whether enacted prior to or subsequent to this Act, shall be deemed to be a reference to the corporation.
NOTE: This Act replaces S.M. 1964 (1st sess.), c. 94.