1982 BILL PR 10 Fourth Session, 19th Legislature, 31 Elizabeth II THE LEGISLATIVE ASSEMBL Y OF ALBERTA BILL PR 10 THE CAMPBELL MCLAURIN FOUNDATION FOR HEARING DEFICIENCIES ACT MR. OMAN un.v I First Reading ................................................................ . Second Reading ............................................................ . Committee of the Whole .................................................. . Third Reading ............................................................... . Royal Assent ................................................................ .

Definitions Incorporation Objects Bill PR 10 Mr. Oman BILL PR 10 1982 THE CAMPBELL MCLAURIN FOUNDATION FOR HEARING DEFICIENCIES ACT (Assented to , 1982)

WHEREAS a petition has been presented, praying for the incorpo­ ration of "The Campbell McLaurin Foundation for Hearing Defi­ ciencies" and it is expedient to grant the prayer of the petition: THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: 1 In this Act, (a) "Foundation" means The Campbell McLaurin Foundation for Hearing Deficiencies; (b) "trustee" means a trustee of the Foundation. 2(1) The following persons, namely Maurice Gerrard McGinley, Chartered Accountant; Douglas Harding Mitchell, Barrister and Sol­ icitor; Stephen Benedict Thorson, Physician; Evelyn Sybil Graburn, retired; William Arnold Howard, Barrister and Solicitor; and John Herbert Cook, Architect, together with such other persons as become trustees of the Foundation, are hereby incorporated as a body cor­ porate under the name "The Campbell McLaurin Foundation for Hearing Deficiencies".

(2) The trustees of the Foundation shall have direction and control of the conduct of the business and affairs of the Foundation. 3. The Foundation shall have as its objects the assistance of people wIth hearing deficiencies and for those purposes to take any gift of s~ares, securities, money or real or personal property either inter VIyOS or testamentary, whether subject to any special trust or other­ WIse, to hold, sell or invest it and use the net income from the capital

Powers assets of the Foundation, after paying the necessary salaries, oper­ ating expenses and other obligations of the Foundation, solely: (

a) firstly, for the assistance of persons with hearing deficiencies who are in straitened or indigent circumstances and who have been resident in the City of Calgary for not less than 5 years immediately prior to the providing of the assistance, or if under 18 years of age who has a parent or guardian who has been a resident of Calgary for not less than 5 years immediately prior to the providing of the assistance, through the provision of med­ ical treatment or the purchase of equipment to assist the hearing deficiencies; and (

b) secondly, if at any time the trustees are of the opinion that all or part of the net income earned on the capital assets of the Foundation is not required for the assistance of persons in strai­ tened or indigent circumstances with hearing deficiencies, then to use the balance of the net income for the assistance of research in the area of hearing deficiencies. 4 For the attainment of its objects the Foundation shall have the following powers: (

a) the power to receive bequests, devises and donations of every kind and description together with the power, in the sole discre­ tion of the trustees, to refuse to accept any bequest, devise or donation; (

b) the power to acquire, hold, control, administer, dispose of and otherwise deal with property of every kind and description whether real or personal and wheresoever situate; (

c) the power to convert any property at any time received or held by the Foundation into any other form and for such purpose to dispose of or otherwise deal with it; (

d) the power to borrow or receive the payment of money in such manner as the trustees may determine; (

e) the power to draw, make, accept, endorse, execute and issue promissory notes, bills of exchange and other negotiable instruments; (0 the power to employ and pay such persons who are n?t trustees as consultants, agents or employees and to procure, eqUIp and maintain such offices and other facilities and to incur such reasonable expenses as the trustees may consider necessary or desirable; (

g) the power to entrust to 1 or more trust companies, authorized to act as an executor and administrator in the Province, all or some of the assets of the Foundation as agent of the Foundation upon such terms as the trustees may consider appropriate; 2

Management by trustees Limitation on use of income and propeny (

h) the power to pay the expenses of administering the Foun­ dation and the properties held by it and to charge suc~ expenses against the income arising from each such property lD the pro­ portion that the annual inco~e arising from it bears the total annual income of the FoundatIOn; (

i) the power to invest funds, or ~ther ~roperties, in, any ,in­ vestments which the trustees shall lD theIr absolute dIscretIon consider to be fit and prudent, not being limited to inves~me~ts expressly authorized by law for trustees, and the p~wer lD hke manner from time to time to alter or vary any such lDvestments; and 0) the power to do all such other things as are incidental or conducive to the attainment of the objects of the Foundation and the exercise of its powers. 5 The trustees shall manage the business and affairs of the Foun­ dation and without limiting the generality of the foregoing, may: (

a) fix and determine the requisite minimum and maximum num­ ber of trustees and the procedure to be adopted for their appointment; (

b) establish by-laws covering the calling of meetings of the trustees, the requisite quorum, the majority required for a decision and the method of conducting business at meetings of the trustees; (

c) elect or appoint such officers of the Foundation as they may deem expedient and prescribe the duty, power, authority and tenure of office of each; (

d) employ such persons as consultants, agents and employees of the Foundation as they may deem necessary or desirable and prescribe their respective terms of employment; and (

e) enact by-laws, resolutions, niles and regulations, not incon­ sistent with any of the provisions of this Act, respecting any or all of the powers or authorities conferred upon the Foundation or the trustees by virtue of the provisions of this, Act. ~

(1) The income and property of the Foundation wheresoever de­ nved shall be ~pplied solely towards the promotion of the objects of , the FoundatIon as set forth herein, and no portion of it shall be P~I~ or transferred or be available directly or indirectly by way of dIVIdend, bonus, salary, fee or otherwise howsoever for the benefit of any trustee or trustees of the Foundation. (2~ Notwithstanding subsection (1), the Foundation may pay in good faIth a reasona~le remuneration to any person other than a trustee of ~he Foundatl?n, and. that may include a firm or corporation with wh~ch a trustee IS, assocIated or of which he is a member or by whom F he IS e~ployed, 10 return for any services actually rendered to the oundatlOn. 3

Dissolution Retirement Rights of trustees Members entitled to information General meetings 7 If upon the winding-up or dissolution of the Foundation there remains after the satisfaction of all its debts and liabilities any prop­ erty whatsoever, it shall not be paid to or distributed among the trustees of the Foundation but shall be given or transferred to such charitable organizations as the trustees of the Foundation shall see fit, or failing the agreement of the trustees in that regard, as shall be determined by a Judge of the Court of Queen's Bench. 8 Any trustee of the Foundation may retire by giving notice to that effect in writing to the Secretary and thereupon his name shall be removed from the list of trustees and he shall be deemed to have retired. 9 No right, privilege or obligation of any trustee shall be in any way transferable or transmissible, but shall cease upon the trustee ceasing to be such, whether by death, retirement or otherwise. 10 All trustees shall be entitled to all such information and advice with regard to the affairs of the Foundation as the Foundation or any of its officers may be able to supply. 11(1) The Foundation shall, in each year, hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall identify the meeting as such in the notices calling it.

(2) Not more than 18 months shall elapse between 1 annual general meeting of the Foundation and the next.

(3) The first annual general meeting shall be held within 18 months of its incorporation.

(4) The annual general meeting shall be held at such time and place as the trustees shall appoint and in default of an appointment, then the general meeting shall be held on the first day in June in each year at the registered office of the Foundation. In accordance with

section 4 ( 1) of the

Interpretation Act, this Bill comes into force on the date it receives Royal Assent. 4 Title: 1982 (19th, 4th) Bill Pr10, The Campbell McLaurin Foundation for Hearing Deficiencies Act