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R.S.M. 1990, c. 218
The Winnipeg Board of Trade Incorporation Act
WHEREAS the persons hereinafter named, residents of Manitoba, by their petition, prayed that the Winnipeg Board of Trade should be incorporated for the purpose of promoting such measures as they deem important towards developing the general trade and commerce of Manitoba, but more especially of Winnipeg: James McKay, Curtis J. Bird, Alfred Boyd, Thomas Howard, Joseph Royal, Colin Inkster, Andrew G.B. Bannatyne, Andrew McDermot, E.H.G.G. Hay, John H. McTavish, Robert Tait, William Drever, Jr., James Ashdown, Alexander McArthur, William H. Lyon, John Higgins, William J. Macaulay, Joseph Lemay, John McGregor, Alexander Logan, William Kennedy, John Inkster, J. G. Sonderman, Onis Monchamp, George Kennedy, Victor Beaupré, Robert Cunningham, John Balsillie, Robert Patterson, Frank Gingras, A.M. Brown, Pascal Breland, Robert Morgan, James Clouston, William Flett, Alexander Murray, R.J. Dunstan;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate The Winnipeg Board of Trade, assented to March 8, 1873;
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 Winnipeg Board of Trade (hereinafter referred to as "the corporation") is continued as a corporation consisting of those persons who constitute the corporation on the coming into force of this Act and such other persons, resident in Manitoba, who are or shall be associated with the successors to the persons named in the preamble, for the purposes stated in the preamble, in the manner hereinafter provided.
The corporation shall have power to sue, and be sued, implead and be impleaded, answer and be answered, defend and be defended, in all Courts of Law and Equity and all other places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever, and shall have perpetual succession, and may have a common seal, and may make, alter and change it at pleasure; and the corporation shall have power to purchase, take, receive, hold and enjoy any estate whatsoever, real or personal, and alienate, sell, convey, lease or otherwise dispose of the same, or any part thereof, from time to time, and as occasion may require, and other estate real or personal to acquire instead thereof: Provided always that the clear annual value of the estate held by corporation at one time, shall not exceed $100,000., and that the same shall not be acquired or held for any other purpose than the actual use and occupation of the corporation: And provided, also, that the corporation shall not have or exercise any corporate powers whatsoever, except such as are expressly conferred on it by this Act, or may be necessary for carrying the same into effect, according to its true intent and meaning.
The corporation, in the exercise of its corporate powers, may operate restaurant and club room facilities for the purpose of its members and their guests.
The funds and property of the corporation shall be used and applied, to and for such purposes only, as may be calculated to promote and extend the lawful trade and commerce of the Province of Manitoba, or as may be necessary to obtain the objects for which the corporation is constituted, according to the true intent and meaning of this Act.
The usual place of meeting of the corporation shall be in Winnipeg; and service at such place of any notice, or process of any kind, addressed to the corporation, shall be held to be sufficient service of such notice or process on the corporation.
For the management of the affairs and business of the corporation, there shall be a council to be called "The Council of the Board of Trade," which shall consist of a president, two vice-presidents, secretary, and nine other members of the council, all of whom shall be members of the corporation, and shall have the powers and perform the duties hereinafter mentioned, and assigned to the council.
The members of the corporation shall meet annually in Winnipeg, at the office of the corporation or elsewhere (of where due notice shall be given by the secretary) on the first Monday of the month of June and they or a majority of them, shall then and there choose by separate ballot, or in such other way as shall be fixed by the by-laws of the corporation, from among the members of the corporation, one president, two vice-presidents, one secretary-treasurer, and nine other members of the council, who with the said president, vice-presidents, and secretary-treasurer shall form the council of the corporation; and shall hold their offices until others be elected at the next annual meeting in their stead, or until they shall be removed from office, or shall vacate the same under the provisions of any by-laws of the corporation: Provided always, that if the election does not take place on the first Monday of June in any year, the corporation shall not thereby be dissolved, but such election may be had at any general meeting of the corporation, and the members of the council then in office shall remain so until the election shall be had.
If any member of the council shall die, resign his office, or be absent for six months continuously from the Province of Manitoba, it shall be lawful for the corporation, if they shall see fit, at any general meeting, to elect a member of the corporation to be a member of the council in the place of the member so dying, or resigning, or being absent, and the member so elected shall hold office until the next annual election and no longer, unless re-elected.
At any annual or other general meeting of the corporation, whether for the purpose of electing members of the council, or for any other purpose, any nine or more members of the corporation shall form a quorum, and shall be competent to do and perform all acts which, either by this Act, or any by-law of the corporation, are, or shall be directed to be done at any such general meeting; and all general meetings of the corporation shall be held at the place then appointed by by-laws thereof for the annual meeting aforesaid.
It shall be lawful for the members of the corporation, or the majority of them present at any general meeting, to make and enact such by-laws, rules, and regulations, for the government of the corporation, providing for the admission and expulsion, or the retirement of members, and for the management of its council, officers and affairs, and all other by-laws in accordance with the requirements of this Act, or the laws of Canada, as such majority shall deem advisable; and such by-laws shall be binding on all members of the corporation, its officers and servants, and all other persons whomsoever lawfully under its control: Provided that no by-laws shall be made or enacted by the corporation without notice in writing thereof having been given by one member and seconded by another member, at a previous meeting, and duly entered in the books of the corporation, as a minute of the corporation.
Every resident of Manitoba shall be eligible to become a member of the corporation; and at any general meeting of the corporation, it shall be lawful for any member of the corporation to propose any such person as aforesaid, as a candidate for becoming a member of the corporation, and if such proposition shall be carried by a majority of the members of the corporation then present, he shall thenceforth be a member of the corporation, and shall have all rights, and be subject to all the obligations which the other members possess or are subject to.
Every person who is a member of The Winnipeg Chamber of Commerce, a corporation incorporated under An Act to authorize the incorporation of Boards of Trade in the Dominion, being chapter 51 of the Statutes of Canada, 1874, is a member of the corporation incorporated under this Act.
It shall be lawful for the president, or a majority of the council, by a circular letter signed by the secretary of the corporation, to each member, and mailed eight days previously to the meeting, or by a notice in at least one issue of a newspaper printed in Winnipeg, or in such other way as the by-laws of the corporation may prescribe, to call a general meeting of the corporation for any of the purposes of this Act.
It shall be competent to the council to hold meetings from time to time and to adjourn the same when necessary, and at the said meetings to transact such business as may by this Act, or by the by-laws of the corporation, be assigned to them; and such meetings of the council shall be convened by the secretary at the instance of the president, or upon the request of any two members of the council; and the council shall, in addition to the powers hereby expressly conferred on them, have such powers as shall be assigned to them by any by-law of the corporation, except only the power of enacting or altering any by-law, or admitting any member, which shall be done in the manner provided for by this Act, and no other; and any five or more members of the council, lawfully met, and of whom the president or a vice-president shall be one, or in case of their absence, any five or more members lawfully met, shall be a quorum, and any majority of such quorum may do all things within the powers of such council, and at all meetings of the council, and at all general meetings of the corporation, the president, or in his absence one of the vice-presidents, or if the three be absent, any member of the council there present who may be chosen for the occasion, shall preside, and shall in all cases of equality of votes upon any division, have a casting vote.
It shall be the duty of the council, as soon as may be, after the passing of this Act, to frame such by-laws, rules, and regulations, as shall seem to the council best adapted to promote the welfare of the corporation and the purposes of this Act, and to submit the same for adoption at a general meeting of the corporation called for that purpose in the manner hereinbefore provided.
The meetings of the members of the council shall be open to all members of the corporation who may attend at the same, but they shall take no part in any proceedings thereat; and minutes of the proceedings at all meetings, whether of the council, or of the corporation, shall be entered in books to be kept for that purpose by the secretary of the corporation; and the entry thereof shall be signed by the president of the council, or such other person who at the time shall preside over any such meeting; and all such books shall be open at all reasonable hours to any member of the corporation free from any charge.
The corporation shall be deemed to be a club within the meaning of The Liquor Control Act; and the corporation may apply for any one or more of the licences that may be issued to a club under that Act, and The Liquor Control Commission may, as provided in that Act, issue any such licence to the corporation as in the case of any other club.
This Act shall be deemed a Public Act.
NOTE: This Act replaces S.M. 1873, c. 32.