as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 202
The United Way of Winnipeg Incorporation Act
WHEREAS the Winnipeg and District Labour Council and the Winnipeg Chamber of Commerce jointly established a citizens' study committee to inquire into and report on the multiplicity of fund raising campaigns conducted in Winnipeg for non-profit local, provincial, national and international charitable, benevolent, health and welfare organizations;
AND WHEREAS such citizens' study committee recommended that united community action should be taken to create a non-profit corporation to eliminate so far as possible separate fund raising campaigns and the duplication of fund raising organizations and efforts and to provide financing for such non-profit charitable, benevolent, health and welfare organizations in a more adequate manner than the former method involving many independent appeals for funds;
AND WHEREAS such citizens' study committee recommended that a corporate body be created so as to combine into one annual fund raising campaign as many separate campaigns as possible and made other recommendations with respect to the membership, function and structure of such a corporate body as would further the public interest;
AND WHEREAS the recommendations of the citizens' study committee were submitted to and adopted by a majority of persons present at a public meeting of the citizens of Winnipeg;
AND WHEREAS as requested at the said public meeting, the persons hereinafter named petitioned the Legislature to create such a corporation:
Clarence Edward Atchison, Financial Executive, Richard Spink Bowles, Barrister, Leslie Howard Butterworm, Union Representative, Frederick John Caine, District General Manager, Arthur Uniacke Chipman, President, Colin Douglas Ciley, Manager, James Arthur Coulter, Executive, Henry William Duhame, Secretary-Treasurer, William French Griffiths, President, Douglas Cole Groff, Manufacturer's Agent, George Wright Peavey Heffelfinger, Grain Merchant, Peter Hunkin, Banker, Roderick Oliver Alexander Hunter, Corporation Secretary, Sol Kanee, Executive, Augustus Searle Leach, Grain Merchant, Richard Sankey Malone, Publisher, Harold Lawson McKay, Banker, Grant McLeod, Council President, Howard Russell Mitchell, Union Representative, John Edward Morrison, Actuary, Morris Neaman, Merchant, William Lawrence Palk, Merchant, William James Parker, President, George Taylor Richardson, Grain Merchant, Alexander Robertson, President, Donald Sheldon Rogers, Merchant, Christian Frederick Schubert, Vice-President, Anna Meldred Speers, President, Howard Thompson Spohn, General Manager, Donald McGregor Stephens, Engineer, Paul Henrik Thorbjorn Thorlakson, Physician and Surgeon, Hugh Francis Wheaton, Manager, Peter Nigel Tinding Widdrington, General Manager, and John Robert Wright, General Manager, 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 United Way of Greater Winnipeg, assented to May 11, 1965;
AND WHEREAS the Act was subsequently amended and the name of the corporation changed to United Way of Winnipeg;
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 Manitoba, enacts as follows:
The United Way of Winnipeg
(hereinafter referred to as "the united way") is continued as a corporation consisting of those persons who are members on the coming into force of this Act and such other persons as become members of the united way.
Membership in the united way shall be composed of such persons, firms, corporations, societies, and organizations as may be qualified for and admitted to such class of membership as the trustees of the united way may by by-law establish.
The united way may
(a) raise moneys for, and finance in part or in whole, non-profit local, provincial, national or international charitable, benevolent, character-building, health or welfare organizations;
(b) unite as far as possible the financial campaigns in Winnipeg and adjacent areas of such non-profit organizations into one campaign conducted by the united way for their support;
(c) distribute the moneys so raised, after payment of expenses, among the organizations on whose behalf the moneys were raised or otherwise falling within the ambit of clause (a) as agreed upon, or as may be directed from time to time by the board of trustees of the united way;
(d) develop acceptable financial and financing policies for such organizations;
(e) inform the public of the objectives, purposes and services of such organizations, and stimulate widespread support for such organizations by the public;
(f) promote the orderly, efficient and economical development of public and private social services;
(g) solicit, receive and hold contributions of money and property both real and personal wheresoever situate, for the objects of the united way
(h) sell or convert any property into money from time to time;
(i) invest and re-invest any principal in such manner as may from time to time be determined;
(j) disburse and distribute such money and property in the furtherance of the objects of the united way;
(k) enter into any arrangements with any authorities, governmental, municipal, local or otherwise, which may seem conducive to the objects of the united way or any of them, and obtain from any such authority any rights, privileges and concessions which the united way may think it desirable to obtain, and carry out, exercise and comply with any arrangements, rights, privileges and concessions.
The united way may do all such other things as are incidental or conducive to the attainment of the above objects and purposes and in particular may
(a) acquire, accept, solicit or receive, by purchase, transfer, deed, assignment, lease, contract, donation, legacy, gift, grant, bequest, devise or otherwise, any kind of real or personal property;
(b) retain property so received in its original form or convert it or any part thereof into cash, and to enter into and carry out agreements, contracts and undertakings incidental thereto;
(c) exercise all voting rights and authorize and direct the execution and delivery of proxies in connection with any shares or obligations in any company or corporation owned by the united way;
(d) in connection with any company or corporation in which the united way may at any time hold shares or obligations, take up the proportion of any increased capital to which as holders of such shares or obligations it may be entitled, and purchase any additional shares or obligations in such company or corporation;
(e) in connection with any company or corporation in which the united way may at any time hold shares or obligations, join in any plan for the reconstruction or reorganization of such company or corporation or for the amalgamation of such company or corporation or any part thereof and in pursuance of such plan to accept any shares or obligations in lieu of or in exchange for the shares or obligations held by the united way in such company or corporation and enter into any pooling or other agreement in connection with the shares or obligations held by the united way in such company or corporation, and in case of sale thereof give any options considered advisable;
(f) give consent to the creation of any mortgage, lien or indebtedness by any company or corporation whose shares or obligations are held by the united way;
(g) acquire, by purchase, lease, devise, gift or otherwise, title to, and hold, any real or personal property necessary for the carrying on of its undertaking and for the purpose of drawing a revenue therefrom, and sell, lease, mortgage, pledge, dispose of and convey the same or any part thereof as may be considered advisable;
(h) demand, receive sue for, recover and compel the payment of all sums of money that may become due and payable to the united way, and apply the said sums for the objects of the united way;
(i) invest funds received in any of the securities or investments which companies in Canada are empowered to invest, and vary investments, borrow money and incur indebtedness for the general purposes of the united way and for those purposes mortgage or pledge real or personal property of the united way;
(j) employ and pay such assistants, clerks, agents, representatives and employees, and procure, equip and maintain such offices and other facilities, and incur such reasonable expenses as may be necessary;
(k) enter into such contracts as in the opinion of the trustees may be necessary or desirable;
(l) apply the income of the funds, investments and properties of the united way in furtherance of the purposes and objects of the united way in such manner as the trustees may deem proper;
(m) do and perform all such acts and things as bodies corporate generally can do and perform.
The united way has the general capacity which attaches, at common law, to corporations incorporated by royal charter under the great seal.
The united way shall operate under the direction of a board of trustees consisting of such number of persons, not less than 24 members, as may be fixed from time to time by the united way and elected at an annual meeting of the united way, in such manner, partially by rotation or otherwise, as the united way may determine.
Vacancies occurring on the board of trustees may be filled by appointment by such board until the next annual meeting of the united way.
The board of trustees may make such by-laws, rules and regulations as it may deem necessary or advisable for the due carrying out of the purpose and object of the united way, and for regulating the carrying out of the duties and powers by this Act assigned to the board of trustees; and, without restricting the generality of the foregoing, the board of trustees may make by-laws, rules and regulations with respect to
(a) the appointment, functions, duties and removal of the officers, committees, advisory board, as well as the function and operation of the united way and its board of trustees;
(b) the calling and holding of all meetings of the board of trustees, the time and place of such meetings, and the procedure in all things to be followed at such meetings;
(c) the election of one of its members to be chairman, and as many others as it may deem wise to be vice-chairman, of the board of trustees;
(d) the appointment, functions, duties, and removal, of all employees, servants and agents of (he united way and their remuneration;
(e) the adoption of a common seal;
(f) the fixing of the fiscal year of the united way;
(g) the execution of deeds, transfers, conveyances, assignments, contracts, agreements, orders, directions, requisitions, notices and other instruments on behalf of the united way;
(h) the conduct in all other particulars of the affairs of the united way, and the administration, management and control of the properties of the united way;
(i) the auditing of the accounts of the united way; and may repeal, amend or re-enact the same.
The united way at the annual meeting or at any special meeting called for the purpose of considering the same, may adopt, confirm, ratify, and approve such by-laws or amended by-laws or rules and regulations enacted by the board of trustees or may decline to do so, in which event the by-law, or its repeal, change, alteration or amendment as enacted by the board of trustees shall be void and of no effect.
The annual meeting of the United Way shall be held each year at such time and place in The City of Winnipeg as the board of trustees shall determine.
In distributing funds that may be entrusted to the united way subject to conditions, or that may have been designated for a special purpose, the united way shall be governed by those conditions and that designation, but, if in the course of time after the death of the donor, circumstances arise whereby, in the opinion of the board of trustees, departure from those conditions or that designation would further the true intent of the gift, the united way may, in its absolute discretion, make such a departure to the extent necessary to further that true intent and purpose, provided the united way applies to and receives the approval of the Court of Queen's Bench or a judge thereof; and the Court of Queen's Bench or a judge thereof is hereby empowered to give such approval where the circumstances appear proper.
In the absence of conditions and designations by any donor it shall be conclusively deemed that all contributions are to be used for the support of the organizations approved by the united way, subject to the general rules and by-laws of the united way.
The united way is not liable or responsible, directly or indirectly, for any act, omission, contract, covenant, debt or obligation of any of its members or associated organizations, and the members or associated organizations are not liable for any act, omission, contract, covenant, debt, or obligation of the united way.
Note: This Act replaces S.M. 1965, c. 128.