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The Southwood Golf and Country Club Incorporation Act
This is an unofficial archived version of The Southwood Golf and Country Club Incorporation Act
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 188

The Southwood Golf and Country Club Incorporation Act

WHEREAS the persons herein named, by their petition, prayed that Southwood Golf and Country Club should be incorporated: Wilfred Richard Comer, Roderick James Macdonald, Harold St. George Stubbs, Donald Albert Tomlin, Jack Ewbank, James Norman McLachlan, Norman Taylor and James L. G. Hay; all of The City of Winnipeg, in Manitoba;

AND WHEREAS their prayer was granted, and resulted in the enactment of an Act to incorporate Southwood Golf and Country Club, assented to April 23, 1956;

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:

Continuation

1

Southwood Golf and Country Club, hereinafter called "the club") is continued as a corporation consisting of those persons who are shareholders in the club on the coming into force of this Act and such persons as become shareholders.

Share capital

2(1)

The share capital of the club shall be 4, 000 shares without nominal or par value made up of the following classes:

(a) 1,000 Class "A" shares without nominal or par value;

(b) 1,000 Class "B" shares, 1, 000 Class "C" shares and 1, 000 Class "D" shares with the shares of each of these classes ranking pari passu with the Class "A" shares.

Redeemable and retractable shares

2(2)

Class "B" shares, Class "C" shares and Class "D" shares shall be redeemable by the club and retractable by the holder of those shares if the holder ceases to be a member in good standing of the club in accordance with subsections (3) to (8).

Notice of redemption

2(3)

The club may, upon giving notice as hereinafter provided, redeem any Class "B", Class "C" or Class "D" share or shares on payment for each share to be redeemed of a sum equivalent to the whole of the stated capital account maintained in respect of each of those classes of shares divided by the number of Class "B", Class "C" or Class "D" shares then issued; and the notice of redemption shall be mailed at least 15 days before the date specified for redemption to the registered holder thereof, but the accidental failure or omission to give the notice to any holder shall not affect the validity of the redemption.

Contents of notice

2(4)

The notice shall set out the redemption price, the date on which redemption is to take place and the class of share being redeemed; and on the date specified for redemption, the club shall pay to or to the order of the registered holder of the Class "B", Class "C" or Class "D" share, as the case may be, the redemption price thereof on presentation and surrender at the head office of the club or at any other place specified in the notice of the certificate representing the class of share so called for redemption.

Right of redemption by holder

2(5)

The club shall, at the request of any holder of a Class "B", Class "C" or Class "D" share and upon receiving notice as hereinafter provided redeem any of those shares on payment to the holder thereof subject to the provisions of subsection 34(2) of The Corporations Act as now enacted or as the same may from time to time be amended, re-enacted or replaced (and in the case of such amendment, re-enactment or replacement, any references herein shall be read as referring to the amended, re-enacted or replaced provisions) the redemption price for those shares as set out in subsection (3).

Notice of exercising

2(6)

The right of redemption granted to the holder of any Class "B", Class "C" or Class "D" share may be exercised by the holder by giving a notice in writing to the club at its registered office accompanied by the certificate representing the class of share being redeemed.

Contents of notice

2(7)

The notice under subsection (6) shall be signed by the person registered on the records of the club as the holder of the class of share being redeemed, or by the duly authorized attorney of the holder and shall specify the class or classes of share or shares sought to be redeemed.

Payment of redemption price

2(8)

Not later than 60 days after the receipt of die notice referred to in subsections (6) and (7) the club shall pay or cause to be paid, to the order of the registered holder of the class or classes of shares being redeemed, the redemption price thereof.

Selling price of shares

2(9)

The club may sell the Class "A", Class "B", Class "C" and Class "D" shares at such price and on such terms as may be fixed from time to time by resolution of the board of governors.

Head office

3

The head office of the club shall be in the City of Winnipeg in the Province of Manitoba.

Powers and duties

4

The club has all the powers necessary to do such things as are incidental or conducive to the attainment of its purposes, including, without limiting the generality of the foregoing, the power to

(a) promote the game of golf and such other social and athletic activities as may be deemed by the club to be advisable or expedient;

(b) purchase, take on lease, build, hire or otherwise acquire, for the purpose of, or for the use in connection with, the club or club house, lands, buildings and other hereditaments, furniture, fixtures, fittings, and other chattels, and sell, mortgage, lease, surrender, or let on hire, all or any of them, and enter into and execute such building and other contracts as the board of governors may deem advisable, and make such regulations and rules for the control, use and enjoyment thereof as the club or the board of governors may determine;

(c) erect, maintain, alter, or improve, any building for the purposes of the club;

(d) afford all the usual privileges, advantages, conveniences, and accommodation, of a sports and social club;

(e) promote, manage, and conduct for profit golf tournaments and other entertainments;

(f) invest any of the money of the club not immediately required for the purposes thereof in such securities, and in such manner, as the board of governors may think fit, and vary or realize such investments.

Board of governors

5(1)

The affairs of the club shall be under the management of a board of governors, the number of whom, and the method of whose election, shall be governed by the by-laws of the club.

Election of governors and voting

5(2)

The election of governors and all other questions voted on at a meeting of shareholders shall be decided by a plurality of the votes of the shareholders; but no shareholder shall be entitled to more than one vote.

Term of office

5(3)

The board of governors shall continue in office for two years, unless the by-laws of the club otherwise provide, and thereafter until their successors have been appointed; and if any vacancy occurs in the board, the remaining governors shall fill the vacancy for the balance of the term of the person in respect of whom the vacancy occurred.

Shareholders

6

The holder of a share is not entitled to any of the privileges of the club house or grounds, or to be elected a member of the board of governors, or to attend or vote at any meeting of the shareholders, unless he is a member of the club pursuant to the by-laws, rules and regulations.

Delegation of powers

7(1)

The board of governors may delegate any of its powers to committees consisting of such member or members of the club as the board thinks fit.

Exercise of delegated powers

7(2)

Any committee so formed shall, in the exercise of the powers so delegated, conform and be subject to any directions, restrictions and regulations that may from time to time be imposed upon it by the board of governors.

Transfer of shares

8(1)

No transfer of any share of the club shall be made except by consent of the board of governors; and 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.

Calls

8(2)

Calls may be made upon shares in such instalments, and upon such notice, as may be required by the by-laws of the club.

Voting rights

8(3)

No one shareholder shall be capable of holding, owning or voting on more than one share of the capital stock of the club.

Dealing in shares by club

8(4)

The club may re-purchase and re-sell its own shares at such price or prices as it may deem advisable; but it shall not hold or own more than 100 of such re-purchased shares at any one time.

Equities not recognized

9

The club may treat the registered holder of any share as the absolute owner thereof; and it shall not, except as ordered by a court of competent jurisdiction, be bound to recognize any equitable or other claim to, or interest in, any share on the part of any other person.

Lien on shares

10(1)

The club has a first and paramount lien on each share registered in the name of each member, whether solely or jointly with others, and upon the proceeds of the sale thereof,

(a) for the dues, fees, fines, and penalties, payable by that member to the club, either solely or jointly with any other person, and for all his other obligations to the club; and

(b) for the dues, fees, fines, and penalties, payable by, or in respect of, any member of the family of that member or by, or in respect of, any other person entitled to the privileges of the club by reason of the membership of that member, and for all other obligations to the club by, or in respect of, any such member of the family or other person; whether the time for the payment, discharge, or fulfilment thereof has or has not arrived.

Equitable interests

10(2)

Any equitable interest created in any share is subject to section 8.

Registration as a waiver

10(3)

Unless otherwise specifically stipulated by the club at the time of registration, the registration of a transfer of shares operates as a waiver of the lien of the club in respect of dues, fees, fines, and penalties, payable under subsection (1) in respect of the transferor, or of a member of his family or other person mentioned in clause (1)(b), or in respect of any obligation to the club by, or in respect of, the transferor or a member of his family or other person as aforesaid.

By-laws, rules, and regulations

11(1)

The board of governors of the club may administer the affairs of the club in all things, and may make or cause to be made, for the club any description of contract into which the club may by law enter, and may make by-laws, rules and regulations, not contrary to law or this Act, for all purposes bearing on the affairs, business, and property, of the club, its management, government, aims, objects, and interests; and in particular, and without restricting the generality of the foregoing, may make by-laws, rules and regulations, as aforesaid, in respect of

(a) the regulation of

(i) the allotment of stock and the making of calls thereon,

(ii) the payment of calls,

(iii) the issue and registration of certificates of stock,

(iv) the forfeiture of stock for non-payment, (v) the disposal of forfeited stock and the proceeds thereof, and

(vi) the transfer of stock;

(b) the term of service of governors;

(c) the appointment, functions, duties, and removal, of all agents, officers, and servants of the club;

(d) the security to be given by them to the club and their remuneration;

(e) the time at which, and place where, the annual meetings of the club shall be held;

(f) the calling of meetings and the fixing of quorums at all meetings of shareholders and of the board of governors;

(g) the imposition and recovery of all penalties and forfeitures, admitting of regulations by by-law;

(h) the admission of all classes of members to the club;

(i) the fixing of the amount of admission and annual fees and the collection thereof;

(j) the assessment of all shares, including fully paid shares, and the registered holders thereof for such dues or assessments, or both, as the board of governors deems advisable;

(k) the suspension and expulsion of members, both shareholders and associate; and

(l) the conduct in all other particulars of the affairs of the club.

Confirmation of by-laws

11(2)

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 have force only until the next annual meeting of the club; and, in default of confirmation thereat, shall, 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 force until confirmed at a general meeting of the club.

Remuneration of governors prohibited

12

No remuneration shall be paid to any member of the board of governors as such or by virtue of any office occupied by him, except as authorized by the by-laws of the club.

Borrowing powers

13(1)

If authorized by by-law duly passed by the board of governors, and sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders duly called for considering the by-law, the board of governors may:

(a) borrow money upon the credit of the club;

(b) limit or increase the amount to be borrowed;

(c) issue bonds, debentures, debenture stock, or other securities of the club, and pledge or sell them for such sums, and at such prices as may be deemed expedient;

(d) hypothecate, mortgage, or pledge, the real or personal property of the club, or both, to secure any such bonds, debentures, debenture stock, or other securities, and any money borrowed for the purposes of the club.

Promissory notes, etc.

13(2)

Nothing in this section limits or restricts the borrowing of money by the club on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the club.

Note: This Act replaces S.M. 1956, c. 95.