Kitchener-Waterloo Foundation Act, 2003 Wettlaufer, Wayne — Private Bill PR23 (37th Parliament, 4th Session)

Bill PR23, 37-4

Ontario — Bills

role="main" class="main-container container js-quickedit-main-content" id="main-content">

Bill PR23, Kitchener-Waterloo Foundation Act, 2003

Wettlaufer, Wayne

Please select

View bill

Status

Original

As Amended by Standing Committee

Royal Assent

[37] Bill 23 Royal Assent (PDF)

Bill Pr23 2003

An Act respecting

The Kitchener and Waterloo

Community Foundation

Preamble

The Kitchener and Waterloo Community Foundation has applied for special

legislation to amend its objects, the composition of its Board of Directors

and nominating committee, its powers and its obligations with respect to the

publication of financial statements. The applicant represents that it was

incorporated by special Act in 1984, which Act was amended by special Acts in

1988 and 1993.

It is appropriate to grant the application.

Therefore, Her Majesty, by and with the advice and consent of the

Legislative Assembly of the Province of Ontario, enacts as follows:

Section 4 of the Kitchener-Waterloo Foundation

Act, 1984 is repealed and the following substituted:

Objects

(1) The objects of the

Foundation are to improve the quality of life for the inhabitants of the

Kitchener Waterloo district by receiving, maintaining, managing, controlling

and using donations for charitable purposes.

Assistance to other institutions, etc.

(2) To carry out the objects of the Foundation, the Board may,

in each year, direct that all or part of the funds available to the

Foundation, in amounts determined by the Board, be used to assist

institutions, organizations, agencies and bodies specified by the Board that

are engaged in improving the quality of life for the inhabitants of the

Kitchener Waterloo district, whether or not the institutions, organizations,

agencies or bodies are within the Kitchener Waterloo district.

2. Sections 6 and 7 of the Act, as re-enacted by the

Statutes of Ontario, 1993,

chapter Pr8,

section 2, are repealed and the

following substituted:

Board

(1) The affairs of the

Foundation shall be managed by the Board.

Composition

(2) Subject to subsection (10), the Board shall be composed of

that number of directors, not less than nine, as determined by by-law of the

Board, who are appointed by the nominating committee.

Appointment of immediate past chair

(3) Despite subsection (6), the Board may by resolution appoint

the immediate past chair of the Board as a director for a maximum term of

three years, as the Board may determine, and may by resolution terminate that

appointment at any time.

Term

(4) Subject to subsection (5), directors, other than the

immediate past chair of the Board appointed under subsection (3), shall be

appointed for three years.

Rotating terms

(5) Directors shall be appointed so that, as nearly as may be,

the term of one-third of the directors, excluding the immediate past chair of

the Board appointed under subsection (3), expires each year.

Reappointment

(6) Directors are eligible for reappointment for such

consecutive terms, not exceeding two, as determined by by-law of the Board,

so that no person may serve for more than three consecutive terms, but a

person may be reappointed after one year has elapsed after he or she ceased

to hold office.

Same

(7) The immediate past chair of the Board appointed under

subsection (3) may be reappointed after one year has elapsed after he or she

ceases to hold office under that subsection.

Vacancy

(8) A vacancy arising in the membership of the Board for any

reason, other than an increase in the number of directors or the expiration

of a term of office, shall be filled for the rest of the term of office by

appointment by the remaining directors, and a person who is appointed to fill

such a vacancy shall be deemed to have held office for the entire term for

the purpose of subsection (6).

Same

(9) A vacancy arising in the membership of the Board by reason

of an increase in the number of directors or the expiration of a term of

office shall be filled by appointment by the nominating committee.

Same

(10) If the nominating committee fails to appoint a person to

fill a vacancy in the membership of the Board within 90 days after the

vacancy occurs, the remaining directors may fill the vacancy.

Remuneration

(11) Directors shall serve without remuneration but are

entitled to reimbursement of reasonable expenses.

Directors remain in office despite by-law reducing size of

Board

(12) Despite any reduction in the size of the Board pursuant to

a by-law made under subsection (2), the directors in office immediately

before the coming into force of the by-law shall remain in office until the

expiry of their terms.

Nominating committee

(1) The nominating committee

shall consist of the persons holding the following offices:

1. The Mayor of the City of Kitchener.

2. The Mayor of the City of Waterloo.

3. The Chair of The Regional Municipality of Waterloo.

4. The Chair of the Chamber of Commerce of Kitchener and Waterloo.

5. The Chair of the United Way of Kitchener-Waterloo and Area.

Vacancy

(2) If a person holding an office referred to in subsection

(1) is unable or unwilling to act as a member of the nominating committee, the

remaining members of the nominating committee shall appoint another person in

his or her place.

Same

(3) If an office referred to in subsection (1) ceases to exist,

the person who is a member of the nominating committee by virtue of that

office ceases to be a member and the remaining members of the nominating

committee shall designate another office to replace it.

Meetings

(4) Upon the call of the secretary of the Board, if any, or

upon the call of the chair of the nominating committee, the nominating

committee shall meet annually and whenever it is necessary to fill a vacancy

on the Board or on the nominating committee.

Procedures

(5) The nominating committee may make rules governing its

procedure, including the appointment of a chair, as it considers

advisable.

Quorum

(6) A quorum of the nominating committee for any meeting shall

be a majority of its members present in person.

Majority required

(7) A majority vote of the members of the nominating committee

present is required for the appointment of a member of the nominating

committee under subsection (2), for the designation of another office under

subsection (3) or for the appointment of a member of the Board under

subsection 6 (2) or (9).

Section 12 of the Act is repealed and the following

substituted:

Powers

(1) Except as limited by this

Act, the Foundation has the capacity, rights, powers and privileges of a

natural person for the purpose of carrying out its objects.

Restrictions on distribution of capital

(2) The Foundation may distribute such portions as the Board

considers advisable of the capital of the funds held directly or indirectly

by it, to and for such charitable purposes as the Board considers advisable

but,

(

a) unless otherwise specifically provided by the donor of any sum or

fund, not more than a total of 10 per cent of the balance of the capital of

the sum or fund shall be so distributed during any year; and

(

b) no distribution of capital shall be made without the approval of

two-thirds of the directors, given in person at a meeting of the Board or, if

not present at a meeting, then in writing within 60 days after the

meeting.

Authority to invest and retain assets

(3) Subject to the Charitable Gifts Act and the

Charities Accounting Act , the Board may authorize and direct the

retention of any specific assets donated or bequeathed to the Foundation for

such length of time as the Board in its sole discretion considers

advisable.

Special funds

(4) The Foundation may establish from time to time a special

fund for the relief of persons or families who suffer from death, injury,

calamitous deprivation of the necessities of life, health or education as a

result of disasters, fires, floods or accidents of major proportions within

Ontario that, in the opinion of the Board, merit the establishment of a

special fund.

Same

(5) As part of establishing a special fund under subsection

(4), the Foundation may solicit and receive funds and disburse them for

relief as described in that subsection and for the expenses of advertising

and operating the fund.

Same

(6) The restrictions on the distribution of capital set out in

subsection (2) shall not apply to a special fund established under subsection

(4), provided that any surplus in a special fund may be used for other

emergency relief purposes.

Section 18 of the Act is repealed and the following

substituted:

Gifts for the benefit of persons outside the Kitchener Waterloo

district

(1) Where property has been

donated to the Foundation and the donor directs that the donation or a

portion of it be used in accordance with the objects of the Foundation, but

in whole or in part for the benefit of persons not resident in the Kitchener

Waterloo district, the Board may accept and exercise the trust in respect of

the donation.

Same - for persons outside Canada

(2) Where the donation, in whole or in part, is directed to be

applied to charitable purposes outside of Canada, the recipient of the

benefit must be a registered charity under the Income Tax Act

(Canada).

Section 20 of the Act is repealed and the following

substituted:

General fund

(1) Subject to subsection

(2) and subject to any direction by the donor, all donations made directly or

indirectly to the Foundation may be treated for all purposes as a general

fund and in the absence of any direction by the donor, all contributions

shall be deemed to be received as capital and shall be invested and the net

income from that capital shall be devoted for charitable purposes.

Separate fund

(2) In the case of a donation of $50,000 or more, the donor may

require that the donation be maintained as a separate fund, in which case, in

each year afterwards, a separate accounting of the fund shall be set out in

the annual audited report.

Section 22 of the Act is repealed and the following

substituted:

Audit

(1) The Foundation shall

appoint an accountant licensed under the Public Accountancy Act to

conduct an audit, at least once a year, of the books and records of the

Foundation.

Restrictions re auditor

(2) No person shall be appointed as auditor of the Foundation

who is an officer or employee of the Foundation or a partner, employer or

employee of any member of the Board.

Assets to be included in audit

(3) The audit shall include an examination of all assets held

by the Foundation, by any trust company on the Foundation's behalf, by any

trustee in trust for the Foundation and by a trustee pursuant to the

provisions of a testamentary document or deed of trust.

Full disclosure to auditor

(4) The Board and any trust company or trustee holding assets

on behalf of or in trust for the Foundation shall give full information and

permit all necessary inspection to enable the audit to be made.

Standards

(5) The financial statements shall be prepared in accordance

with generally accepted accounting principles and audit standards.

Publication

(6) The Foundation shall cause the Foundation's financial

statements, including the balance sheet, statement of revenues and expenses

and notes to the financial statements, to be published annually in the

newspaper published in the Kitchener Waterloo district that is reputed to

have the largest circulation.

Commencement

7. This Act comes into force on the day it receives

Royal Assent.

Short title

8. The

short title of this Act is the

Kitchener-Waterloo Foundation Act, 2003 .

[37] Bill 23 As Amended by Standing Committee (PDF)

Bill Pr23 2003

An Act respecting

The Kitchener and Waterloo

Community Foundation

Preamble

The Kitchener and Waterloo Community Foundation has applied for special

legislation to amend its objec

Document details

Collection	Ontario — Bills
Citation	Bill PR23, 37-4
Type	bill
Volume / chapter	p37 s4 bill pr23 html
Language	en
Format	html
Source	PROVINCIAL
Identifier	447026a4712fbcc76da57da27deb18f4f82fc880

Source file is stored in the law ingest library (html).