as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 226
The Winnipeg Real Estate Board Incorporation Act
WHEREAS the persons hereinafter named, by their petition, prayed that The Winnipeg Real Estate Exchange should be incorporated:
George Montague Black, J. Hugo Ross, Mark Fortune, Charles Henry Enderton, William Hicks Gardner, William Bevans Fairbank, James Scott, James Brown Pepler, Arthur Stewart, George Frederick Carruthers, William J. Christie and Henry S. Crotty, all of the City of Winnipeg, in the Province of Manitoba, real estate and financial agents;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to Incorporate "The Winnipeg Real Estate Exchange", assented to March 18, 1903;
AND WHEREAS the Act was subsequently amended and the name of the corporation changed to The Winnipeg Real Estate Board;
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 Winnipeg Real Estate Board (hereinafter referred to as "the corporation") is continued as a corporation consisting of those persons who are members on the coming into force of this Act and all other persons who may become members of the corporation.
The corporation has all the powers necessary to do such things as are incidental or conducive to the attainment of its objects, including, without limiting the generality of the foregoing, the power to acquire by purchase or otherwise, itself and its successors, under any title whatsoever, property, real and personal; may alienate, sell, mortgage, convey, lease or otherwise dispose of the same, or any part thereof, from time to time as occasion may require, for such price or prices as it shall see fit; acquire other real and personal property for the purpose of this Act; may borrow money on the hypothecation, or mortgage or security, of the immovable property of the corporation, or by the issue of debentures or debenture stock, bonds or fully paid up or preference shares, upon such terms and at such rates of interest as it shall see fit, with power to execute all necessary bonds or mortgages to trustees to secure the repayment of any moneys borrowed. The corporation is also hereby empowered to act as agent or attorney for all persons, firms or corporations in the listing, selling, agreeing to sell, leasing, buying and agreeing to buy, lands and real and leasehold properties, and generally in the transaction of all business dealings of every description in respect thereof, and, in respect of all or any of such services or duties, to charge and be allowed to collect and receive proper remuneration, and the usual legal and customary commissions, charges, costs and disbursements, with power to advance moneys to protect any property entrusted to it, and to charge lawful interest upon such advances, and also to make, execute, deliver and do all contracts, documents, acts and things in connection with the carrying out and execution of the said powers and authorities.
The objects of the corporation are hereby declared to be:
(a) to compile, record and publish statistics, and acquire and distribute information respecting the real estate and financial business of its members, and to promote the establishment and maintenance of uniformity in the business, customs and regulations among its members and persons engaged in the business, throughout the Province, of buying, selling and management of real estate and the loaning of money upon the same;
(b) to provide and regulate a suitable building or room for a real estate board and office in the City of Winnipeg, and to encourage the centralization of such business at the said city; to admit persons as associate members of the corporation upon such conditions as may be by by-law established; to promote the establishment and maintenance of uniformity in the business of its members and those dealing with them, and in the management of and dealing with real estate and loaning of money on same; to promote the observance of such regulations and requirements as may be by by-law established, not being contrary to law, and to adjust, settle and determine controversies and misunderstandings between its members and persons engaged in the said business, or which may be submitted to arbitration as hereinafter provided; to better protect and promote the interest of those entrusting property to the care of its members, to which ends the corporation is hereby empowered, by vote of the majority at any annual, quarterly or special meeting of the corporation, to make all proper and needful by-laws for its government, for the maintenance and due regulation of the real estate board offices and property thereof, for the raising of capital, in the manner aforesaid, and by the issue of transferable or fully paid-up preference shares, debentures or debenture stock or otherwise, and for the appointing of the terms, rights and privileges (including the right of voting incident to right of membership of the corporation) and rate of interest under which said shares or debentures or bonds may be held, transferred or be forfeited; provided that any by-laws or resolutions regulating the said terms, rights and privileges shall remain in force and be binding on the corporation, and shall not be altered or amended so long as any of such debenture stock or shares shall remain unredeemed, unless with the consent in writing of the holders thereof; for the employment of a secretary and such clerks and other officers and servants as may be necessary; for regulating the mode of voting at any ordinary or general meeting, and to determine whether the presiding officer shall or shall not vote, or shall or shall not have a double or casting vote, in case of a tie; to invest the funds of the corporation in the bonds and debentures of Canada or any of the Provinces thereof, or on first mortgages on real estate or of debentures of any loan company, or to deposit the same with any corporate bank or loan company, with or without interest; and for all and any other purposes within the powers conferred by this Act, and for the administration of their affairs generally; provided, always, such by-laws are not contrary to law, and, further, to amend and repeal such by-laws; and generally shall have all needful corporate powers for the purposes of this Act.
The affairs and business of the corporation shall be managed by a board of directors which shall consist of
(a) the president, the first vice-president, the second vice-president, and honorary secretary-treasurer of the corporation, each of whom shall be elected annually for a term of one year;
(b) the immediate past president of the corporation;
(c) the chairman of the Investment, Commercial and Industrial Division of the corporation and the chairman and vice-chairman of the Salesmen's Division of the corporation; and
(d) such other number, not less than 10, of the members of the corporation as the by-laws of the corporation may provide, each of whom shall be elected for a term of two years and one-half of whom, or as near to one-half as possible, shall be elected in each year.
All vacancies which may occur in the said board by death or otherwise shall be filled by the said board; and the number of the said board which shall constitute a quorum for the transaction of business shall be fixed by the by-laws of the corporation, provided that the officers of the corporation, until others shall be appointed in accordance with the provisions of this Act, and all the existing rules, by-laws and regulations of the corporation, shall continue in force and effect, and be binding on the corporation and its members, until repealed or changed under the provisions of this Act.
The corporation shall have the power to make, draw, accept or indorse bills of exchange or promissory notes, and to renew the same, as may be considered necessary by the board of directors, for the current expenditure of the corporation, and such instruments shall be executed on behalf of the corporation as may be provided by the general by-laws or special by-laws of the corporation, or by resolution of the board of directors, and when so executed shall be binding upon the corporation, and it shall not be necessary to affix the seal of the corporation to any such instrument, nor shall any person signing the same on behalf of the corporation be personally liable therefor; provided that nothing herein contained shall be construed to authorize the corporation to issue notes or bills of exchange payable to bearer or intended to be circulated as money or as bills of a bank.
No member, officeholder or shareholder shall in any manner be liable or charged with the payment of any debt or demand due by the corporation, beyond the amount of his unpaid subscribed share or shares in the capital stock of the corporation, annual dues and subscriptions; provided that any member may withdraw from the corporation at any time on payment of all moneys due by him to the corporation, inclusive of his subscription for the year then current, after which he shall have no claim or demand of any kind against or rights or privileges (except as a creditor) in the corporation.
An annual general meeting, to be known as "the election meeting" shall be held in each year during November or December.
Officers elected at the election meeting in any year shall take office on January 1 of the next following year and will hold office until December 31 next following.
Directors elected under clause 4(d) at an election meeting shall take office on January 1 of the year next following and shall hold office until December 31 two years later.
Any business of the corporation other than the election of officers may be conducted at an election meeting of the corporation in the same manner and subject to the same rules of procedure as business may be conducted at any general meeting of the corporation.
Where for any reason an election meeting of the corporation is not held in any year as provided in subsection (1), the corporation does not thereby lapse or terminate but shall continue, and the officers and directors then in office shall hold office until the next general election or for such other period as may be provided for in the by-laws.
The corporation may admit as members such persons as it shall see fit. Such membership shall be evidenced by signing an agreement to be governed by this Act of incorporation and its by-laws, and the corporation may expel, suspend, reprimand or fine any member for such reasons and in such manner as may be by by-law provided.
The corporation shall have power to provide by by-law for the election or appointment by nomination of arbitrators, members of the corporation to comprise the arbitration committee, to hear and to decide controversies, disputes or misunderstandings relating to any commercial or financial matter which may arise between members of the corporation, or any person whatsoever claiming by, through or under them which shall be submitted for arbitration by the parties in dispute; but nothing shall prevent the parties in any case from naming members of the corporation, other than members of the board of arbitration, as the arbitrators to whom the matter will be submitted.
Where a dispute submitted to arbitration involves the determination of a point of law, or is of an extremely complex nature, or concerns substantial amounts of money, the arbitration committee may, upon application of either or both of the parties, or upon its own motion, direct that, notwithstanding section 10, the matter be not arbitrated but be adjudicated in accordance with the law of Manitoba in a court of competent jurisdiction, and upon the arbitration committee making such a direction, the arbitration committee is no longer seized of the matter in dispute.
Members and persons submitting a matter to arbitration shall do so by delivering to the executive director of the corporation an instrument in writing, signed by them and in the form set out in Schedule A, and they shall be understood to have submitted to the decision of the arbitrators who, under any by-law or by nomination by the parties may be appointed to hear and to decide upon the matter.
Where a member or person submits a matter to arbitration under this Act, he shall, immediately following the delivery of the terms of submission in the form set out in Schedule A, file with the executive director of the corporation a precise statement of the facts, but not the evidence in support thereof, concerning the matter at issue.
Upon receiving terms of submission to arbitration and the statement of facts required under subsection 12(2), the executive director of the corporation shall immediately refer the terms of submission and the statement of facts to the arbitration committee of the corporation who shall forthwith cause the matter to be referred to the two members who have been appointed under any by-law or nominated by each of the parties for the hearing of the matter and such appointees shall forthwith appoint a third member to act as chairman of the arbitration.
Arbitrators appointed under subsection (1) shall forthwith take upon themselves the responsibility for the conduct of the arbitration.
No matter shall be dealt with by arbitrators appointed in accordance with this Act unless the terms of submission of the arbitration in the form set out in Schedule A has been filed with the executive director of the corporation within three months of the date upon which the matter in dispute arose or such further period as the board of directors, on application of either of the parties, may permit.
The arbitrators shall, before they act as arbitrators, take and subscribe an oath or affirmation, before any justice of the peace or any commissioner appointed to receive affidavits in the Superior Courts, (who are hereby empowered to administer such oaths), that they will faithfully, diligently and impartially perform their duties as arbitrators and will, in all cases to be submitted, give a true and just award according to the best of their judgment and ability, without fear, favor or affection of or for any party or person whomsoever; and arbitrators nominated by the parties shall, in each case before they act, take and subscribe a similar oath or affirmation in manner aforesaid, and such oath or affirmation may be according to the form in Schedule B.
The arbitrators appointed to hear any case submitted for arbitration as aforesaid, or any two of them, shall have full power to examine upon oath or affirmation (which oath or affirmation any of such three members is hereby empowered to administer, and which may be according to the form in Schedule C to this Act) any party or witness who, appearing voluntarily before them, shall be willing to be so examined, and shall give their award thereupon in writing; and their decision, or that of any two of them, given in such award, shall bind the parties according to the terms of the submission and the provisions of this Act.
At any annual or general or special meeting of the corporation, whether for the purpose of electing members of the board of directors or for any other purpose, in accordance with the by-laws of the corporation, the number of the members of the corporation constituting a quorum as provided by the by-laws shall be competent to do and perform all acts which, either by this Act or by any by-laws of the corporation, are or shall be directed to be done at any such general meeting or special meeting. Such meeting may be adjourned from time to time, and, if there is not a quorum, then such meeting may be adjourned from time to time by the members present until there is a quorum to transact business.
All subscriptions of members due to the corporation under any by-law, all penalties incurred under any by-law by any person bound thereby, and all other sums of money due to the corporation, shall be paid to the treasurer thereof, and, in default of payment, may be recovered in any action brought in the name of the corporation, and it shall only be necessary in such action to allege that such person is indebted to the corporation to the sum of money, the amount of such arrearage, on account of such subscription, penalty or otherwise, whereby an action has accrued to the corporation by virtue of this Act.
On the trial or hearing of any such suit it shall be sufficient for the corporation to prove that the defendant, at the time of the institution of such action, was or had been a member of the corporation, and that the amount claimed, by reason of such subscription or otherwise, was standing unpaid in the books of the corporation.
The corporation shall prepare and transmit to the member of the Executive Council charged with the administration of The Corporations Act a statement, in duplicate, verified by oath of the president or secretary, setting forth the assets and liabilities of the corporation, and such other details as the said member may require, and the statement shall be made up to December 31 in each year.
TERMS OF SUBMISSION
TAKE NOTICE THAT WE, __________________________________________ and __________________________________________, both being members of THE WINNIPEG REAL ESTATE BOARD, and having a difference as to our rights in a case touching and being bound under The Winnipeg Real Estate Board Incorporation Act to submit that difference to arbitration and to abide by the award to be made thereunder, do hereby agree to submit our said differences and all matters connected thereto to __________________________________________________ , the arbitrators appointed under the authority of the said Act or to_______________________________________________________________________________________, named by the said parties as arbitrators, with power to the said arbitrators to name a third arbitrator.
AND, we acknowledge that the award of the said arbitrators or of a majority of them shall be final and conclusive with respect to all matters of dispute between us submitted to the said arbitrators and to pay such costs, fees and expenses as may be directed by such award.
IN WITNESS WHEREOF we have hereunto set out hands at Winnipeg, in Manitoba, this day of _______________, 19___.
SIGNED in the presence of:
FORM OF OATH - ARBITRATORS
I, _____________, do solemnly swear that I will faithfully, diligently and impartially perform my duty as arbitrator, and I will (in all cases or in the case between __________________ and __________________ now submitted to me) give a true and just award according to the best of my knowledge and ability, without fear, favour or affection of or for any party or person whomsoever. So help me God.
FORM OF OATH - WITNESS
I, _____________, solemnly swear that I will true answer make to all such questions as shall be asked of me as a witness under examination in this case, between ____________________ and _____________________, and therein I will to the best of my knowledge, information and belief speak the truth, the whole truth and nothing but the truth. So help me God.
Note: This Act replaces S.M. 1903, c. 71.