Bill ID 4978 (Legislature 16, Session 4)

L16 S4 4978

Alberta — Bills

1971 Bill PRo 2 Fourth Session, 16th Legislature, ao EliZalJetlf;1I THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL Pre 2 The Edmonton Community Foundation Act MR. SIMPSON First Reading Second Reading Third Reading Printed by L. S. Wall, Queen's Printer, Edmonton

Preamble

Short title Inter pretation Constitution of Foundation BILL Pre 2 1971 THE EDMONTON COMMUNITY FOUNDATION ACT

WHEREAS 'certain citizens of the City of Edmonton have by their Petition prayed for the passing of an Ad incorporating The Edmonton Community Foundation, and that the said Foundation he empowered to receive and ad minister donations in trust for the purposes hereinafter des!cribed; AND

WHEREAS it is expedient to grant the prayer of the said PetitiIQn; THEREFORE, Her Majesty, by and with the advice and consent IQf ,the Legislative Assembly of Alberta, 'enacts as follows: 1. This Act may be cited as The Edmonton Community Foundation Act. 2.

In this Act, (a) "Board" means the Board of Directors of the Foundation as constituted pursuant to this Act; (b) "Edmonton Community" means the City of Ed monton and such part or parts of the surrounding area ,as, in the opinion and s;ole discretion of the Board, the Board deems to be included in the said City from tim'e to tim,e for the purposes of this Act; (c) "Foundation" means The Edmonton Community Foundation incorporated by this Act. 3. His Worship Ivor C. Dent, Mayor of the City of Ed monton, the Honourable Ethel Wilson, Cabinet Minister. the Hlonourable Erifiesit C. Manning, Executive, Tevie II.

M'iller, Q.C., Barrister and Solicitor, Joseph H. Forest, Executive, E. K,elith Cumming, Executive, Michael H. English, Executive, Ernest A. J ames, Bank Manager, Anthony C. C. Hedge, Trust Company Manager, Ross Munro, Publi'She~, all of the City of Edmonton, in the Province of Alhe,rta, or such other persons as may from time to time become members of the Board, are hereby

Explanatory Notes

ApplicaUon of The Companies Act constituted and es'tabH:shed a body corporate and politic, under the name of "The Edm.onton ClOmmunity Founda tion", and by that name ,shall hav'e perpetual succession and a ,common seal with power to change, alter, and r,enew the same when and SIO 'Often 'as, it shall be prlopeT, f'Or and with the following objects, powers, purposes, namely: (

a) to aeceplt, in trust, gifts, grants, legacie1s, devises 'Or bequests, .of real or personal property 'Of every nature and wheresoever situate, flOr the objects of the Foundation, and according to the 'terms and ,conditions slet forth in this Act; (

b) to acqu~re by pur,cb'ase, gifts, transfer or other wise real or personal property of every nature and wheresoever situate, and have, hold, possess, enj.oy, take and receive the same for the genera1 uses and purpose,s, .of the Foundation; (

c) to contract and be contracted with, sue and he sued, implead and he impleaded with, answer and defend in ,all courts and places whatsoever; (

d) to fr.om time to time, give, sell, exchange, convey, transfer, assign, mortgage, encumber, demise or .otherwise di1spose of all 'Or any of the property, real or personal 'Of the Foundation,or any interegt therein, and .of all or any property held in trust, subject IOnly to the provisions of this Act; (

e) to' inves!t all mlOnies 'Of, or in possession of, the Foundation arising fr.om .or connected with its objects or operations, or any of them in such securities, real or personal, as by law 'Or statute in f.orce in the Dominion IOf Canada, trustees may lawfully make such investments; (

f) to pass on and entrust to 'One or m'ore trust com panies, banks, .or IOther fislcal institutions the cus tody and management .of all or any p'Ortion of the property at any time or from time to time re ceived or held by the Foundation, in such m,anner, and in such proplOrtions as the Board may deem proper, and enter linto agreements with such trust clOmpanies, banks, .or other fiscal institutions in regard thereto; (g) 00 lease 'any lands at any time held by the Founda tion; and (

h) to have all the other powers and privileges and immunities vested by law in a ,corporati'On, neces sary 'Or proper for the carrying out 'Of its objects. 4. The Foundation is exempted from each of sections 6, 73, 74, 79, 118, 146 and 287 of The Companies Act, Revised Statutes of Alberta 1970, and amendments there to, .or substitutilOns the-refor. 2

5. The objects of The Foundation are: (a) (b) (c) (d) (e) (f) (g) (

h) to accept, hold, use and administer property and funds for charitable, recreational, educational, a.thletic, cultural, historical and other purposes which may be for the benefit or a;dvantage IQf mem bers of the Edmonton Community; to use funds entrusted to it flOr the acquislition and development of historical and ,cultural objects and ende,avours designed to enrich the cultural heri tage and 'cultural well being of the inhabitants of the Edmonton Community and to p,romote, en courage, eo-ordina,te and assist in the orderly, ar tistic or cultural development of the Edmonton Community; to hold title to lands, buildings, property and funds acquired or designated for the uSle of any organi zation or group in the community which may be flOr the benefit or advantage of groups or categorieR of perstOns who are members of the Edmonton Community; to accept, hold, use and administer funds and property for the encouragement and support of any cultural activity such as symphony, opera, ballet, drama, singing, dancing, art, sculpture, theatre, handicrafts, talents, s~ills or other activities that may contribute to the quality IQf life in the Edmon ton Community; to accept, hold, us·eand admin'i'ster donations and gifts intended to pI"omote the arts, music, theatre, religion, and any other worthwhile activity that may benefit .any group in the Edmonton Com mun[ty; to use funds entrusted to it flOr such purposes as will, in the sole discretion IOf the Board, most effec tively enctOurage and promote recreation ann sporting activities which may prove bpnetkial to the inhabitants of the Edmonton Community; to accept, hold, use and administer dona tilOns and gifts intended to promote and assist any worth while community endeavour and any ackivity that may improve the quality of life for any group or daiS'S of citizens 'in the Edmonton Community; to accept, hold, use and administer funds and property for any purpose des1ignated by the donor which the Board deems worthy; (

i) to promote and encoura.ge gifts, donations and bequests .of funds and real and personal property, bOoth from private agencies, religious organizations, service clubs, community bodies, corporations and 3

Board of Foundation persons and to hold and administer such funds ann pl~operty as well as properties vvhich are made avajlable to private agencies either in part or in total by Government nr City grants, whether such grants be in cf.sh, land or buildings; (

j) to receive grants Dr gIfts fron1 the Government of Canada, the Governn1:ent of the Province of Alberta, the councilor governing body of any municipa1i~y, the Canada Council, or from any 'source whatso ever, for the promotion and assistance of artistiC' or cultural activities in the Edmonton Community and to enter into anyone or more agreements re specting the use or distribution of such grants or gifts; (

k) to use the funds entrusted to it for such purposes as \vill in the sole discretion of the Board most effectively provide care for needy men, women and children, and in particular the sick, aged, destitute and helpless; (1) to prmnote educational advancement 'in scientific or medical research for the increase of human knowledge 3.nd the alleviation of human suffering: (

m) to better underprivileged or needy persons; and (

n) to prove for such other services as may in the discreNon of the Board appear to c'Ontribute to the mental, moral, cultural and physical improvement of the inhabitants of the EdmGnton COlnmunity. 60

(1) Subject to the provisions of

section 7, the mem bers of the Board of the Foundation shall consist of the following persons: 4 (

a) the person, fron1 time to tim,e holding each of the following offices: (

i) the mayor of the City of Edmonton; (ii) the President of The Edmcnton Chamher of Commerce; (iii) the President 'Of the United Commnnity Fund of Greater Edmonton; (iv) the President of the Edmonton District La bour Council; (

b) the person nominated by each of the following Of ganizatlions : (

i) the Edmonton Bar Association; (ii) the Trust Companies Associat~on of Canada, Alberta Seetion. (iii) the Edmonton Clearing House, Canadian Bankers Association. (

c) Three persons 'elected by those members describe:1 in clauses (

a) and (b).

Powers and tenure of First Board Board of Directors Tenure of office

(2) In the event that any 'offi·ce holder or member a5 designated above refuse's or is unable t'O oarry out hig duties as a member o~ th~ Board, or in th~ event that any such office or organlzatIOn ,ceases to eXl1st, or becomes known by another name, or that any such office or organi zation is reconstituted, or in the event that an organiza tion named in clause (b) 'Of subsection (1) above fails to nominate a person, the Board, by resolution unanimously approved, may temporarily or permanently suhstitute fOL' the offices or organizations named in the preceding sub secti'On such 'Other offices or organizations as may in their belief more nearly meet the original lintent of this Act, and shall file a copy of such resolution with the Registrar of Companies. 7.

(1) The First Board shall consist of the petitioners named in this Act and shall possess all of the powers given to the Board hereunder and shall be governed by all of the provisions of this Aot rela bing to the Board.

(2) Each member of the First Board shall serve for a term of two 'calendar yea,rs and thereafter subsequent B'Dards shall be constituted as provided in this Act. 8. The F'Oundation shall, subjeot to the provisions of this Act, be managed and administered by the Board. 9.

(1) Each member of the Board shall serve, (

a) In the case of those members described in

section 6, subs,ection (1), clause (a), f'Or so long as he continues in office and is willing and able to act; (

b) In the case of those members de.scribed in se0tion 6, subsecti'On (1), clause (

b) and s,ection 6. sub section (1), 'Clause (c), for a term of two calendar years, except that when a member has been nomi·· nated or elected t'D complete the unexpired p'Drtion of a previously serving member's term, he shall serve only for as many years as are required to 'Complete such term 'and in no event shall he serve for more than three consecutive terms.

(2) The term "Of office of any member of the Board shall immedia tely termina;te (

a) upon his death, res,ignation, or removal from the Edm'Onton C'Ommunity; or (

b) in the event of his absence without excuse accept able to the Board from three cons'ecutlve meetings of the Board; or (

c) by resolution of the Board, when in the opinion of the Board 'a member is guilty 'Of gross misconduct; or 5

Board meetings Powers of Board (

d) by resolution of the Boa'rd, because 'Of incapacitv f'Or any ,cause which in the 'Opinion of the Board may prevent him from discharging his duty for nine months or more.

(3) Upon any vacancy occurring in the Board the Chair man of ,the Board may call a 'sped'al meeting of the Board to fill such vacancy for the unexpired portion 'Of the term, and shall call a special meeting for such purpose if the numbers of the Board have by such vacancy fallen below five members. 10.

(1) The Board shall meet at least once in every calendar year.

(2) The Board shall act by a majority of its members present at a meeting, but ,shall not act unless a quorum of five member's is present.

(3) Each member 'Of the Board ,shall have one vote.

(4) A resolution in writing, signed in 'One ins.trument or in counterpart by all the members of the Board with out their meeting together, shall be as valid and effectuaJ as if it had been passed at a n1'8eting 'of the B'Oard duly called and constituted, and shall be delsmed to relate back to any date there,in stated to be the effective date thereof. 11. The powers of the Foundation are vested in and shall be exercised by the Board, and without restrlding the generality of the foreg'Oing, the Board may: 6 (a) (b) (

c) elect its 'Own President and Vice-President and appoint 'a Treasurer and a Secret'ary, or a Secre tary-Treasurer, and such 'Other 'Officers and em ployees of the Founda:tion as it deems expedient, and may prescribe their respective duties, powers and authority, and may determine the tenure of each such offi'C'e or the period 'Of app'Ointment of eaeh such employee; and such 'Officers and em pl'Oyees, 'Other than the President and Vice-Presi dent of the Board, need not be members, of the B'Oard; fix and deter'mine the remuneration of 'officers and employees l of the Foundation provided that mem bers of the Board shall receive n'O compensation for their services except reasonable expenses; use, ,invest or distribute all 'Or any portion or por ti'Ons of the funds w hieh are available to it, accord ing to the provi,sions of this Aet; (

d) act by such Committee of, or appointed by, the Board as, it deems proper to constitute or appoint;

Distribution of fund Property held i!n trust Appoint ment of trustee (

e) make by-laws, resolutiQns, rules amd regulations not inconsistent wli th any 'Of the provisions, of this 'Ac< touching 'Or respecting any or all of the aforesaid powers of the FoundatiQn or the Board, and also in respect 'Of all matters pertaining to the business meetings and proceedings 'Of the Board; and ' (

f) exercise' in its fuB and :ahsolute discretion all powers and authority that under this Act, and all other applicable statutes are exercisable by the Foundation 'Or the Board. 12.

(1) The Board is empowered subject to the pro visions of this Act, to use and distribute such portions 0: the funds available to the Foundation as it may deem proper, to advance the 'Objects 'Of the FoundatiQn.

(2) To advance the objects 'Of the Foundation, the funds may be used for the as,sistanoe of such persons, ins,titutions, organizations, agencies, and bodies as may be engaged in the promotion ,or advancement 'Of the objects of the Foun dation or any of them; and the Board may determine which persons, institutions, 'Organizations, agencies or bodies, whether or not the sam,e 'are wi thin the Edmonton Con1munity, are ,to benefit by that assistance in each year, and to what extent. 13.

Where any person holds any property in trust for an? purposre of a nature similalr to the objects 'Of the Founda tion, and by reason of the object of the Trust having ceased to exist, or the Trust having for 'any cause bei30me incap able of performance, 'Or the Trust having for any cause become difficult to perform, such per1son as Trustee may upon notice to the Foundation apply to a Judge of the Trial Division of The Supreme Court of Alberta in the Judicial Dist6ct of Edmonton, for an Order directing him to hand over such property to the FQundation to be used by the Foundation in the same manner and for the same purposes as other dona Hons made to the FO'undatiJolfl under this Act; and such Judge is hereby empQwered to make such Order for the handing over of such property to the Foundation; and any Trustee complying with such an Order shall there upon be relieved and discharged 'Of all further responsi bility in respect of such property. 14.

(1) The FQundation, after a donation has been re ceived, may appoint, Isubject to the provisions of any trust imposed by the donor, one or more trust companies, banks, 'Or 'Other fiscal institutions authorized to rearry on business in the Province, to assume the 'custody and management of the property comprising such donation, or such portion 7

13. This

section is intended to cover the situation where a Trustee finds it difficult or impossible to carry out the terms of the Trus.t imposed upon him. If the purpose ,of such a Trust weTe similar to the objects of the Foundation, and rather than have such a Trust fail completely, it is hoped that this

section would provide such a Trustee with a viable alternative. It would be encumbant upon such a Trustee and not on the Foundation to make such an ApplicClition. The

section is intended to provide a rather simple vehide for the application of ;the Cy-pres: Doctrine. 7

Transfer, etc. of property Powers of tru~tees or portions thereof as may be allotted by the Board to such trust companies, banks 0'1' other fiscal institutions to act as trustees f0'r the Foundation. '

(2) The Foundation may at any time, by resolution of the Board, vote the appointment of any trust company, bank or other fiseal institution as such Trustee, and may appoint such other trust company, bank or other fiseal in stituti0'n in place thereof as trus1tee, as the Board may deem advisable. 15.

All transfers,assignments or conveyances of prop erty by the Foundation shall be executed by and on behalf of the Foundation in such rnanner as the Foundation may from time to time by resoluti0'n prescribe, and shall further be executed by the trustee for the time being of the property to be so transferred, 'assigned or conveyed. 16. Every trust company, bankar other fiseal institu tion during its continuance in office as trustee for the Foundation shall: 8 (

a) have the custody of and efficiently manage all property entrusted to it by the Foundation or by any donor on behalf of the Foundation amd make all investments, reinves,tments,conversions, sales or dispositions thereof which may at any time or from time to time appear necessary or desirable, but no trust company shall make any new invest ments Dr reinvestn1ents in any property or security other than security in which a Trustee or trust company may invest monies under the laws of th,3 Province of Alberta, or any applicable laws of the Dominion of Canada; (

b) observe, carry out, perform and give effeet to all terms, provisions and conditions expressed in any instrument creating a trust; (

c) give effect to and observe all directions with re gard to the property entrusted to it by the Founda tion under the provisions of this Act, which may at any tin1e or from time to time be given in wr!t ing by the Board, provided such directions are consistent with the provisions of this Act; (

d) contribute from the monies in its possession such sums and in such manner as the Board shall at any time or from time to time by resolution direct; (

e) pay all such accounts and expenses of the Founda· Hon as the Board may direct in writing.

Donations 17.

(1) Any form of words shall be suffident to con- Rule against perpetuities inapplicabLe Donations in trust Donations outside district Annual audit stitute a donation for the purposes of this Act as long as the donor indicates an intention to contribute presently or prospectively to a Fund or Foundation of the general char acter indicated in this A'ct.

(2) This Act is to be construed liberally and in further ance of the idea that the Courts of the Province will assist in making effective gifts and legacies for the 'Objects and purposes set forth in

Section 5 hereof, and will in case 'Of any failure on ithe part of the Foundation, or otherwise howsoever, do what is necessary to Icalrry out the true in tent and purpose of this Act. 18. The rule against perpetuities shall not apply to donations made Ito the Foundation. 19.

When a donation of any property has been made to the Foundation lin trust to take effect in future, the Board is empowered to accept and exer'Cise any power,s of appoinrtment, settlement or distribution with respect to income in whole or :in part derivable f'rom such property in the interim, and also empowered to nom,inate executors and trustees in the manner provided in the instrument creating the trust. 20.

Where property has been donated to the Foundation and the donor is desirous that a part of the income deriv able therefrom shall be dilstdbuted for the benefit of citi zens of other ,municipalities and so indicates in the in strument <creating the trust, the Board may accept and exercise the trust in respect of the disltribution of such part as fully and effectually as in respe,ct of the remainder. 21.

(1) The Foundation shall cause an 'audit of the re,ceipts and disbursements of the F'Oundation to be made at least 'once in every fis,cal year by an independent audi tor, and shall file with the Registrar of Companies a ce~tified statement by such auditor showing the invest mentis made of all funds donated to and invested in trus tees f'Or the Foundation, the am'Ount of income received duDing the precreding fis,cal year, the purpose for which the income has been used, and a das,sified statement of the expenses of the Trustees and of the Board.

(2) It shall be the duty of the trustees to give such auditor full information and permit him to make all neces s,ary inspecti'Ons to enable- such audit to be made. 9

17. This

section varies the existing law to the extent that it allows the Courts to liberally construe the words of donation so long as it is evident that the donor intended to make a gift or legacy of the general character indicated in the Act and for the ?bjects. and purposes set forth in

Section 5 thereof. The purpose IS to gIve the Courts. some leeway in construing a gift .or lega·cy where in. the first instance it appears that the words used 'are somewhat vague or otherwise technically imperfect. It should be pointed out ,that the ultimate decision in any event, rests with the Courts. 18. It is ag·ainst public policy that property should be settled on private trusts for an indefinite period, so as to prevent it from being freely dealt with; iB.nld, eOiIlisequently, the power of so doing has ·been ·curtailed by a rule known as The Rule Against Perpetuities. The :Rule normally does not apply to public ·charitable trUJsts .and

section 18 of this Act may be .redundant in that respect. Whether or not a Trust is a public or private Trust, depends on the circumstances in each case. Rather than having the matter litigated -at some future time when it appears that the .Rule may be offended, this

section is designed to avoid such liUgation by providing that the Rule does not apply to donations made to the Foundation in any event. LIt is hoped that the Foundation will exist f·or m.any, many years land will always be available to accept 'and administer, for the public good, .gifts that d.o not actu ally vest in the !Foundation until sometime well in the future.

Section 18 .of this Act is exactly the same as

Section 19 .of The Calga,ry Beautification ~oundation Act, being

Chapter 119 of 1970 Statutes of Alberta. 9

Reports to Registrar of Companies Adm.inistra tive costs Comi-ng into force. 22. The Secretary of the Board shall, once in each calendar year, file with the Registrar of Companies the following: (

a) a statement in ,the form of a balance sheet, audited and signed by the Foundation's auditor,and con taining general particulars of its liabilities, assets and expenditures; (

b) a list of members for Ithe time being of the Board, with their addres1s and occupations; and (

c) a copy of any Resolution made in the preceding year required by this Act to be filed with the Regis~ trar. 23.( Realsonable administrl~tive expenses iincurred by the Board may be charged ag"'ainSit all trusts, on a pro rata basis. 24. This A,ctcomes into force on the day upon which it is assented to. 10

10 Title: 1971 (16th, 4th) Bill Pr2, The Edmonton Community Foundation Act

Document details

Collection	Alberta — Bills
Citation	L16 S4 4978
Type	bill
Volume / chapter	L16 S4 4978
Language	en
Format	json
Source	PROVINCIAL
Identifier	61f7d8d58c5d22a721a715bda1f3b07a9ed4d074

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