|This is an unofficial archived version of The Winnipeg Winter Club Incorporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 229
The Winnipeg Winter Club Incorporation Act
|Table of Contents|
WHEREAS the persons hereinafter named, by their petition, prayed that The Winnipeg Winter Club should be incorporated: John Crichton Green-Armytage, insurance manager; Edward John Bawlf, grain merchant; Richard Reeve Collard, manager; James Andrew Dowler, secretary; Harold D. Gooderham, grain merchant; Henry Platt Grundy, barrister-at-law; Carl Inman Hall, grain merchant; John C. Holden, civil engineer; John Hunter, secretary-treasurer; Gordon Edward Konantz, lumber merchant; Edward Augustus Nanton, broker; and Travers Sweatman, one of His Majesty's counsel learned in the 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 "Winnipeg Winter Club", assented to May 7, 1929;
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:
"Winnipeg Winter Club" (hereinafter called "the club") is continued as a corporation consisting of those persons who are shareholders on the coming into force of this Act and such other persons as become shareholders in the club.
The capital stock of the club shall be 1,000 shares without nominal or par value and the club shall have power to sell the said shares at such price and on such terms as may be provided by resolution of the board of governors hereinafter referred to.
The head office of the club shall be at the city of Winnipeg, in the Province of Manitoba.
The club is hereby authorized
(a) to promote among amateurs the following games and sports, namely: figure skating, badminton, squash rackets, swimming, and such other sports and games, either inside or outside the property of the club, as may be deemed by the club 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, any lands, buildings, and other hereditaments, furniture, fixtures, fittings and other chattels, and to sell, mortgage, lease, surrender or let on hire all or any of the same, and to enter into and execute such building and other contracts as the said board of governors may deem advisable, and to make such regulations and rules for the control, use and enjoyment thereof as the club or its governors may determine;
(c) to erect, maintain, alter or improve any building or buildings for the purposes of the club;
(d) to afford all the usual privileges, advantages, conveniences and accommodation of a sports and social club;
(e) to promote, manage and conduct for profit from time to time winter carnivals and ice entertainments at the city of Winnipeg and elsewhere, and to have the exclusive right in connection therewith to promote, manage and conduct the same under the name of "The Winnipeg Skating Club";
(f) to invest and deal with any of the monies of the club not immediately required for the purposes thereof upon such securities and in such manner as the board of governors may think fit, and from time to time to vary or realize such investments.
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. 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 present in person; but no shareholder shall be entitled to more than one vote, and voting by proxy shall not be allowed except as hereinafter provided. The board of governors shall continue in office for one year, unless the by-laws of the club otherwise provide, and until their successors have been appointed; and if any vacancy or vacancies shall occur in the board the remaining governors shall supply such vacancy or vacancies for the balance of the term.
The governors may delegate any of their powers to committees consisting of such member or members of the club as they think fit. 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 them by the governors.
No transfer of any share or shares of the club shall be made except by consent of the board of governors; 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, and calls may be made upon such shares in such instalments and upon such notice as shall be regulated by the by-laws of the club. No one shareholder shall be capable of holding, owning or voting on more than 10 shares of the capital stock of the club. The club shall have power to re-purchased and re-sell its own shares at such price or prices as it may deem advisable; provided that the club shall not be capable of holding or owning more than 20 of such re-purchased shares at any one time.
The club shall be entitled to treat the registered holder of any share as the absolute owner thereof, and accordingly shall not, except as ordered by a court of competent jurisdiction, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.
The club shall have a first and paramount lien upon all the shares registered in the name of each member (whether solely or jointly with others) and upon the proceeds of the sale thereof for his dues, fees, fines, penalties and engagements, solely or jointly with any other person, to or with the club, whether the period for the payment, fulfilment or discharge thereof shall have actually arrived or not and for the dues, fees, fines, penalties and engagements of any member of his family and any other person entitled to the privileges of the club by virtue of his being a shareholder, and no equitable interest in any share shall be created except upon the footing and condition that section 8 is to have full effect. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the club's lien upon said shares.
The board of governors of the club may administer the affairs of the club in all things and make or cause to be made for the club any description of contract which the club may by law enter into, and shall have power to make by-laws, rules and regulations not contrary to law or the provisions of this Act, with power to amend, repeal and re-enact the same for all purposes to or bearing on the affairs, business and property of the club, its management, government, aims, objects and interests; to regulate the allotment of stock and making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof, the transfer of stock, the term of service of governors, 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, the time at which and place where the annual meetings of the club shall be held, the calling of meetings, the fixing of quorums at all meetings of shareholders and all meetings of board of governors, the 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 admission and annual fees and the collecting thereof, with power to assess all shares (including fully paid shares) and the registered holders thereof for such dues and such assessments as they may deem advisable, the suspension and expulsion of members, both shareholder and associate, 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 that 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 only cease to have force, and in that case no new by-law to the same or like effect shall have any force until confirmed at a general meeting of the club.
No share or shares in the capital stock of the club can be owned or held by a partnership or a corporation, and the holder of a share or shares shall not be entitled to any of the privileges of the club house or grounds, or be capable of being elected one of the board of governors, or to attend or vote at any meeting of the shareholders unless or until such person has been duly elected and then is a member of the club pursuant to the by-laws, rules and regulations.
No remuneration shall be paid to any governor as such or by virtue of any office occupied by him, except as authorized by the by-laws of the club.
No shareholder or member of the board of governors shall be personally liable for the debts, torts, contracts or liabilities of the club beyond the amount remaining unpaid upon his stock.
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 governors may, from time to time
(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 the same 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.
Nothing in subsection (1) shall limit or restrict 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.
In all matters not provided for by this Act and where not inconsistent with any matter herein contained, the provisions and implied powers of The Corporation Act for the time being in force shall apply to the said club as if the same were incorporated in this Act, with such modifications as the circumstances require.
NOTE: This Act replaces S.M. 1929, c. 112.