The Sisters of the Presentation Act, 2010

Transcription

1 SISTERS OF THE PRESENTATION ACT, 2010 c The Sisters of the Presentation Act, 2010 being a Private Act Chapter 02 of the Statutes of Saskatchewan, 2010 (effective December 9, 2010). NOTE: This consolidation is not official. Amendments have been incorporated for convenience of reference and the original statutes and regulations should be consulted for all purposes of interpretation and application of the law. In order to preserve the integrity of the original statutes and regulations, errors that may have appeared are reproduced in this consolidation.

2 2 c. 02 SISTERS OF THE PRESENTATION ACT, 2010 Table of Contents 1 Short title 2 Interpretation 3 Corporation continued 4 Liberal construction 5 Charitable objects 6 Canon law 7 Qualification requirement 8 Board of directors 9 Board of directors not personally liable 10 Membership 11 Dues 12 Liability of members limited 13 Existing officers and bylaws 14 Bylaws 15 No liability for unauthorized acts 16 Powers 17 Provincial corporations 18 Establishment of branches 19 Head office 20 Borrowing 21 Funds vesting 22 Common trust fund or mutual fund 23 Application of funds 24 Donation for specific purpose 25 Form of words 26 Priority of document of trust 27 Exemption from taxation 28 Dissolution clause 29 S.S. 1923, c.71 repealed 30 Validity of previous actions 31 Transitional provisions 32 Coming into force

3 SISTERS OF THE PRESENTATION ACT, 2010 c CHAPTER 02 An Act to incorporate The Sisters of the Presentation, 2010 (Assented to December 9, 2010) Preamble WHEREAS The Sisters of the Presentation, hereinafter referred to as the Corporation, is a religious congregation in communion with the Roman Catholic Church; WHEREAS the Corporation has applied for special legislation to restate its objects, amend its powers, and add certain special provisions; WHEREAS the Corporation represents that it was originally incorporated by An Act to incorporate The Sisters of the Presentation being Chapter 71 of the Statutes of Saskatchewan, 1923; and WHEREAS it is expedient to grant the prayer of the said Petition: THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Saskatchewan, enacts as follows: Short title 1 The Sisters of the Presentation Act, Interpretation 2 In this Act: (a) by-law or bylaws means any bylaw or bylaws of the Corporation in force and effect from time to time; (b) Corporation means The Sisters of the Presentation incorporated by An Act to incorporate The Sisters of the Presentation, being Chapter 71 of the Statutes of Saskatchewan, 1923, being the civil law manifestation of the Provincial Congregation; (c) Provincial Congregation means all of the individual Sisters living in Saskatchewan, as well as the rest of the Western Canadian provinces, who are members of The Sisters of the Presentation of Mary, an international community of religious women constituting an institute of pontifical right as a self-governing religious community of the Roman Catholic Church, organized in accordance with its basic constitutional document, Rule of Life, in whatever canonical form the entity may take from time to time, including, but not limited to, a provincial congregation; (d) Provincial Council means the canonical leadership council of the Provincial Congregation, whose members shall be deemed to be the members of the Corporation; and (e) Major Superior means the head of the Provincial Council. 2010, c.02, s.2.

4 4 c. 02 SISTERS OF THE PRESENTATION ACT, 2010 Corporation continued 3(1) The Corporation, as incorporated by An Act to incorporate The Sisters of the Presentation, being Chapter 71 of the Statutes of Saskatchewan, 1923, is hereby continued as a body corporate and politic without share capital under the name The Sisters of the Presentation, and, subject to the provisions of this Act, has and may hold, possess and enjoy all the real and personal property, rights, powers and privileges that it now has, holds, possesses and enjoys. (2) The Corporation is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Corporation are to be used in promoting its objects. 2010, c.02, s.3. Liberal construction 4 This Act shall be construed liberally to the end that the courts of Saskatchewan may: (a) assist in making effective gifts for charitable purposes; and (b) in case of any failure on the part of the Corporation or those entrusted with the powers of appointing the board of directors, or otherwise howsoever, do what may be necessary to carry out the true intent and purpose of this Act. 2010, c.02, s.4. Charitable objects 5 The charitable objects of the Corporation are to teach, advance, demonstrate and implement the teachings and principles of the Catholic faith by: (a) operating a Catholic canonical entity of The Sisters of the Presentation of Mary, an international religious congregation of the Roman Catholic Church, together with the related establishment and operation of convents, residences, branches, chapels and other similar institutions for the members of the Provincial Congregation; (b) engaging in the admission and formation of new members of the Provincial Congregation, together with the conducting of professional and formation training of such new members in ministries, including, but not limited to, religion, education, health care, pastoral care, spiritual care and formation, counseling and other service professions; (c) establishing, operating and maintaining retirement, assisted living, geriatric, palliative and convalescent health care facilities for the care and maintenance of members of the Provincial Congregation, as well as other Catholic religious orders of women; (d) establishing, maintaining and supporting the operation of Catholic primary and secondary schools, together with related educational facilities including, but not limited to, swimming pools and recreational facilities, for children, youth and adults; (e) advancing and teaching the religious tenets, doctrines and observances associated with the Catholic faith by establishing and operating Catholic pastoral counseling ministries, spiritual care ministries, programs to enhance spiritual formation and leadership skills and other related religious ministries;

5 SISTERS OF THE PRESENTATION ACT, 2010 c (f) establishing, operating and maintaining residential houses in a Christian environment for women who are pursuing post-secondary education or work placements; (g) relieving poverty in both Canada and in developing nations by providing assistance to persons in need; and (h) associating with and supporting the work of other organizations whose current objects and activities are, in the opinion of the board of directors, complementary to the objects and activities of the Corporation from time to time. 2010, c.02, s.5. Canon law 6 The Canon Law of the Roman Catholic Church, as amended from time to time, except where such is contrary to applicable civil law, shall be complied with and observed in all areas of operations of the Corporation by its members, directors and officers. 2010, c.02, s.6. Qualification requirement 7 All members and directors of the Corporation are required to be persons who are in full communion with the Roman Catholic Church. 2010, c.02, s.7. Board of directors 8(1) The affairs of the Corporation shall be conducted and managed by its board of directors in accordance with its bylaws adopted from time to time. (2) The majority of the board of directors shall be comprised of individuals who are also members of the Corporation and shall include the Major Superior. (3) Up to forty-nine percent of the board of directors may be comprised of persons who are not members of the Corporation, provided that the said individuals are persons who are in full communion with the Roman Catholic Church. (4) Any additional qualification requirements for the board of directors of the Corporation shall be determined in accordance with its bylaws. 2010, c.02, s.8. Board of directors not personally liable 9 No member of the board of directors shall be personally liable for anything done or not done by the member on behalf of the Corporation where it does not constitute a breach of trust on the part of the member. 2010, c.02, s.9. Membership 10(1) Membership in the Corporation shall be limited to those individuals who are committed to furthering the objects of the Corporation and are members of the Provincial Council. (2) Any additional qualification requirements for membership in the Corporation shall be determined in accordance with its bylaws. 2010, c.02, s.10.

6 6 c. 02 SISTERS OF THE PRESENTATION ACT, 2010 Dues 11 There shall be no membership fees or dues unless otherwise directed by the board of directors, as provided in the bylaws. 2010, c.02, s.11. Liability of members limited 12 Members shall not be held answerable or responsible for any act, default, obligation or liability of the Corporation, or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation. 2010, c.02, s.12. Existing officers and bylaws 13 Until otherwise provided by law, the present officers of the Corporation shall be the officers with like power and privileges of the Corporation by virtue of section 11 of An Act to incorporate The Sisters of the Presentation, and the existing bylaws, rules and regulations of the Corporation shall mutatis mutandis be the bylaws, rules and regulations of the Corporation. 2010, c.02, s.13. Bylaws 14(1) The board of directors of the Corporation may adopt, amend and repeal bylaws necessary to conduct the business and carry out the objects of the Corporation, that must be consistent with the basic constitutional document of the Provincial Congregation, the Rule of Life, as amended from time to time. (2) Without limiting the generality of subsection (1), the board of directors may pass bylaws: (a) regulating qualification requirements, composition, election, duties and rights, termination and resignation of the board of directors; (b) regulating the calling of and the procedure at meetings of the board of directors, and fixing the time and place of the meetings; (c) regulating the appointment, functions, powers, duties, term, remuneration and removal of officers, employees and agents of the Corporation; (d) determining the qualification requirements, admission processes, discipline, resignation and termination of members of the Corporation; (e) providing for indemnification of the directors, officers, members, employees and agents of the Corporation; (f) providing for the purchase of directors and officers liability insurance; (g) regulating the establishment, calling and procedure of committees of the Corporation, and fixing the times and places of the meetings; (h) appointing one or more persons to execute the contracts, documents or other instruments in writing of the Corporation; (i) appointing one or more persons as attorneys to transact the business of the Corporation; (j) providing for the auditing of the financial records of the Corporation;

7 SISTERS OF THE PRESENTATION ACT, 2010 c (k) governing the approval process for any amendment of certain provisions in the bylaws of the Corporation; (l) administering such other matters relating to the internal government of the affairs of the Corporation. 2010, c.02, s.14. No liability for unauthorized acts 15 The Corporation shall not be legally liable or responsible for anything done or undertaken by an individual member unless such action was duly authorized by the bylaws of the Corporation. 2010, c.02, s.15. Powers 16(1) The Corporation has all of the capacity, rights, powers and privileges of a natural person. (2) Without limiting the generality of subsection (1), for the attainment of the objects contained in section 5 and as incidental and ancillary thereto, in addition to the powers, rights and privileges conferred upon or vested in corporations by the laws of Saskatchewan, the Corporation shall have full power and authority to exercise any of the following powers, and in particular without limiting the generality of the foregoing: (a) to invest and reinvest the funds of the Corporation in such manner as determined by the board of directors from time to time, including investments in mutual funds, and in making such investments, the board of directors shall be governed by The Trustee Act, as amended from time to time, as well as the power to subdelegate investment decision making to qualified investment managers; (b) to establish a common trust fund, in which donations received by the Corporation, whether or not designated, are combined for the purpose of facilitating investment and to operate such fund in accordance with terms of reference established by the board of directors from time to time; (c) to accept and carry into effect any trust consistent with the objects of the Corporation; (d) to perform any manner of actions as are incidental or ancillary to the attaining of the above mentioned objects of the Corporation. 2010, c.02, s.16. Provincial corporations 17 The Corporation may amalgamate with, absorb and take over the provincial corporations, which were heretofore incorporated under the various Companies Acts of the various provinces of Canada and by private Acts of the legislatures of various provinces. 2010, c.02, s.17.

8 8 c. 02 SISTERS OF THE PRESENTATION ACT, 2010 Establishment of branches 18 The Corporation may establish and maintain any number of institutions, houses and branches and may appoint in connection therewith such subordinate officers with such powers and tenure of office, as may be deemed advisable. 2010, c.02, s.18. Head office 19 The head office of the Corporation shall be at the City of Prince Albert, in the Province of Saskatchewan or at such other place in the province as may from time to time be determined by bylaw. 2010, c.02, s.19. Borrowing 20 The borrowing power of the Corporation shall be the borrowing power reflected at subsection 176(1) of The Non-profit Corporations Act, , c.02, s.20. Funds vesting 21 When a donation has been made to the Corporation, in trust, or any property to take effect in the future, the board of directors may accept and exercise any powers of appointment, settlement or distribution with respect to the income, in whole or in part, derivable from the property in the interim, and may nominate executors and trustees in the manner provided in the instrument creating the trust. 2010, c.02, s.21. Common trust fund or mutual fund 22(1) Despite any other provision of this Act, the Corporation may establish one or more common trust funds or mutual funds, including pooled funds, in which property received by the Corporation under bequests, devises and donations, or received from other registered charities under the Income Tax Act (Canada), whether restricted or not, is combined for the purpose of facilitating management and investment. (2) Subject to subsection (1), the board of directors may, by resolution passed by a majority of the board of directors, make regulations concerning the operation of the common trust funds or mutual funds, including pooled funds, including the appointment of agents for investment management purposes, the method of valuation of investments in the funds and the date or dates upon which the valuation may be made, the distribution of the income of the funds and the property that may be included in the funds. (3) Reasonable administrative expenses incurred by the Corporation may be charged against all funds in the common trust funds or mutual funds, including pooled funds, on a proportional or other basis as the board of directors considers equitable. (4) A direction in writing by a donor that property included in a donation, bequest, devise or gift shall not be included in the common trust funds or mutual funds, including pooled funds, shall be binding on the board of directors. 2010, c.02, s.22.

9 SISTERS OF THE PRESENTATION ACT, 2010 c Application of funds 23(1) In deciding the manner in which and the extent to which funds shall be used or applied, the board of directors shall respect and be governed by any trust imposed by the donor in the instrument creating the trust or effecting the gift to the Corporation and by the requirements of the Income Tax Act (Canada). (2) If no conditions or restrictions are imposed by the donor with regard to the use of the donor s gift, the board of directors may, in its absolute discretion, use and apply the gift for any of the objects of the Corporation as it considers proper and having regard to the provisions of this Act. (3) The board of directors may apply for a court order for a variation of the terms of a trust or gift if: (a) the donor is deceased or is unable or unwilling to consent to a change in the original trust or gift, or is a corporation that has been wound up; and (b) in the opinion of the board of directors: (i) conditions have arisen such that a departure from the terms of the original trust or gift would further the true intent and purpose of the donor; or (ii) conditions have changed so that it is no longer possible, wise, practical or legal to meet the expressed wishes of the donor. (4) The following orders may be made under this section: (a) the board of directors may make a departure from the terms of the original trust or gift to further the true intent and purpose of the donor; (b) the board of directors may use and apply the funds for such purposes as are, in the opinion of the board of directors, closest to the original intent and purpose of the donor; or (c) any other order that the board of directors deems necessary in order to achieve the charitable objects of the Corporation. (5) This section shall be deemed to have been agreed to by every donor of the Corporation as a condition of the Corporation accepting the gift. (6) Subsection (5) may be waived by the board of directors at the time of acceptance of a gift. 2010, c.02, s.23. Donation for specific purpose 24(1) The Corporation may accept donations, either directly or indirectly, subject to the condition that the income or capital or both shall be applied to a specific charitable purpose, either for a specific period of time or an indefinite period of time. (2) The Corporation may accept a donation even if some portion of the benefit of the donation is directed to be applied to charitable purposes outside Canada, provided that the appropriate provisions of the Income Tax Act (Canada) are complied with.

10 10 c. 02 SISTERS OF THE PRESENTATION ACT, 2010 (3) Notwithstanding any other provisions of this Act or of any other Act, the Corporation may receive and cause the investment and management of funds held by or anticipated to be received for the account of another registered charity as referred to in subsection 22(1) in accordance with the arrangement between the Corporation and that registered charity and the Corporation shall upon request, return to that registered charity all or any part of that registered charity s funds and income earned on the registered charity s funds that are held by the Corporation. 2010, c.02, s.24. Form of words 25 Any form of words is sufficient to constitute a donation for the purposes of this Act if the donor indicates an intention to contribute, either presently or prospectively, to the Corporation. 2010, c.02, s.25. Priority of document of trust 26 Any power conferred on the Corporation by this Act shall not be exercised in respect of any donation in contravention of any express provision to the contrary in the document of trust governing such donation unless so directed by a judge of the Court of Queen s Bench for Saskatchewan. 2010, c.02, s.26. Exemption from taxation 27 The property of the Corporation shall, while used for the charitable objects set out in section 5 of this Act, be exempt from all taxes, rates, levies and assessments of every nature and kind, save and except special assessment taxes which may at any time after the coming into force of this Act be levied by any municipality in which the property is situated, including all real property which the Corporation now possesses or may acquire within the province, if so exempted by a resolution of the council of the municipality where the property is situated. 2010, c.02, s.27. Dissolution clause 28(1) Upon the dissolution or winding up of the Corporation, and after the payment of all its debts and liabilities, the Corporation s remaining property shall be distributed to one or more charities that are registered as such under the Income Tax Act (Canada), which have similar objects to the Corporation at the time of the Corporation s dissolution or winding up and which are in full communion with the Roman Catholic Church. (2) Upon the dissolution of the Corporation, any special or restricted purpose trust funds held by the Corporation shall be transferred to a new trustee appointed by the board of directors of the Corporation to be applied in accordance with the terms of the applicable trust. 2010, c.02, s.28. S.S. 1923, c.71 repealed 29 An Act to incorporate The Sisters of the Presentation, being Chapter 71 of the Statutes of Saskatchewan, 1923, is repealed. 2010, c.02, s.29.

11 SISTERS OF THE PRESENTATION ACT, 2010 c Validity of previous actions 30(1) The repeal of An Act to incorporate The Sisters of the Presentation shall not affect the previous operation of the repealed Act or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to the repealed Act prior to the coming into force of this Act. (2) All directors, officers and other persons acting under or pursuant to the repealed Act on the day before this Act comes into force shall continue to act as if appointed under the provisions of this Act. (3) All directors or members resolutions, with continuing effect, passed pursuant to the repealed Act shall continue to be valid, except to the extent inconsistent with this Act. 2010, c.02, s.30. Transitional provisions 31(1) Upon the coming into force of this Act: (a) the property of the Corporation as it existed on the day before this Act comes into force continues to be the property of the Corporation; (b) the Corporation continues to be liable for the obligations of the Corporation as it existed on the day before this Act comes into force; (c) any existing cause of action, claim or liability is not affected by the enactment of this Act and any existing cause of action, claim or liability continues to apply to the Corporation notwithstanding the enactment of this Act; (d) a civil, criminal or administrative action or proceeding pending by or against the Corporation as it existed on the day before this Act comes into force may be continued to be prosecuted by or against the Corporation; (e) a conviction against, or ruling, order or judgment in favour of or against the Corporation as it existed on the day before this Act comes into force may be enforced by or against the Corporation; (f) the bylaws, rules and regulations of the Corporation that were in force on the day before this Act comes into force continue as the bylaws, rules and regulations of the Corporation until replaced or amended by the Corporation pursuant to this Act, to the extent they are not inconsistent with this Act; (g) a person who is a member of the board of directors or an officer of the Corporation on the day before this Act comes into force continues as a member of the board of directors or an officer until the earlier of the following dates: (i) the date members of the board of directors or officers are selected pursuant to clause 14(2)(a) or (c); and (ii) the date the person dies, resigns or otherwise ceases to be an officer or a member of the board of directors. 2010, c.02, s.31. Coming into force 32 This Act comes into force on assent. 2010, c.02, s.32.

12 12 c. 02 SISTERS OF THE PRESENTATION ACT, 2010 REGINA, SASKATCHEWAN Printed by the authority of THE QUEEN S PRINTER Copyright 2011