This is an unofficial archived version of The Rotary Club of Winnipeg Incorporation Act
as enacted by SM 1990-91, c. 1 on November 14, 1990.

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R.S.M. 1990, c. 155

The Rotary Club of Winnipeg Incorporation Act

Table of contents

WHEREAS the persons hereinafter named, and others, were associated together in the City of Winnipeg, in the Province of Manitoba, under the name of Winnipeg Rotary Club, and, by their petition, prayed that The Rotary Club of Winnipeg should be incorporated: James Francis Campbell Menlove, manager; James Woodburn Hillhouse, secretary; James Hamilton Gordon Russell, architect; Luther Judge Rumford, manager; John Alexander Campbell, grocer; Herbert Thomas Reade, chartered accountant; Walter James Clubb, tobacconist; Charles Edward Fletcher, manager; and Arthur Willans Morley, barrister-at-law, all of the City of Winnipeg, in the Province of Manitoba;

AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate The Rotary Club of Winnipeg, assented to February 2, 1914, whereby the said persons and such others as were then members of the association in good standing in accordance with the said Act or thereafter became members, were constituted a body corporate under the name of "The Rotary Club of Winnipeg" with the said James Francis Campbell Menlove, James Woodburn Hillhouse, James Hamilton Gordon Russell, Luther Judge Rumford, John Alexander Campbell and Herbert Thomas Reade, thereby constituted the corporation's first board of directors;

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 Rotary Club of Winnipeg (hereinafter called "the club") is continued as a corporation consisting of those persons who are members in good standing on the coming into force of this Act and such other persons as shall become members of the club.



The club is hereby authorized, in carrying out and maintaining its objects, to acquire for its own use, 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, and to make such alterations and additions as are necessary and 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.

Board of directors


The affairs of the club shall be under the management of a board of directors composed of six members or such larger or smaller number not being less than five as may be determined from time to time by by-law.  The election of directors shall be held at the annual meeting of the club or at a meeting of the club for that purpose called in such a manner and at such time and place as the by-laws of the club may provide and in the absence of a by-law then as the board of directors may decide.  The election of directors and all other questions voted on at a meeting of the club shall be decided by the plurality of the votes of the members present in person, each member whose name is in good standing in the books of the club being entitled to one vote; provided, however, that the club may by by-law provide that any question arising before the club be determined by a greater proportion of votes of the members.  Voting by proxy shall not be allowed.  If any vacancy shall occur in the board during the term for which any director is elected the remaining directors may elect a member to fill such vacancy for the balance of the term.

Powers of board of directors


The board of directors 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 upon the affairs, business and property of the club, its management, government, aims, objects and interests, the term of service of directors, 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 and the time at which and place where the annual and other meetings of the club shall be held, the calling of meetings, and 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 collection thereof, the suspension and expulsion of members, 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 the 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 cease to have force.

No remuneration of directors


No remuneration shall be paid to any director as such or by virtue of any office occupied by him except as authorized by the members of the club.

Liability of members


No member of the club shall be personally liable for the debts, torts, contracts or liabilities of the club beyond the amount of his entrance fee and annual subscription remaining unpaid and any debt due from him to the club.

Borrowing powers


The club shall have power from time to time to borrow money, and for such purposes 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 money so borrowed or the interest thereon; provided always that the consent of a majority of the members present at a special meeting duly called and voting in person 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.

Member may be sued for unpaid account


Any unpaid account a member may have incurred to the club 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 by law.

Negotiable instruments


The club shall have power to make, draw, accept and endorse cheques, bills of exchange and promissory notes necessary for the purposes of the said club under the hands of such officers of the club as the by-laws of the club may provide, after authority from a majority of the directors so to do; and in no case shall it be necessary that the seal of the club be affixed to any such cheque, bill or note, nor shall such officers or directors 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 or intended to be circulated as money or as notes or bills of a bank.

NOTE:  This Act replaces S.M. 1914, c. 153.