Bill ID 2911 (Legislature 22, Session 1)

L22 S1 2911

Alberta — Bills

1989 BILL Pr7 Fkst Session, 22nd Legislature, 38 Elizabedi II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL Pr7 THE CALGARY FOUNDATION ACT MR. NELSON Fkst Reading Second Reading Committee of the Whole A.» 4.jf\. Thkd Reading Royal Assent .

BillPr7 Mr. Nelson BILL Pr7 1989 THE CALGARY FOUNDATION ACT (Assented to , 1989)

WHEREAS the Calgary Community Foundation was incorporated by The Calgary Community Foundation Act being

chapter 81 of the Statues of Alberta, 1955, which was amended by

chapter 98 of the Statutes of Alberta, 1973;

WHEREAS The Calgary Foundation Act was passed as

chapter 83 of die Stamtes of Alberta, 1981.

WHEREAS the Foundation has presented a petition praying that it be enacted as herein set fordi and it is expedient to grant die prayer of the petition; THEREFORE HER MAJESTY, by and with die advice and consent of the Legislative Assembly of Alberta, enacts as follows: 1 The Calgary Foundation Act is amended by this Act. 2

Section 3 is struck out and the following is substituted: 3 The objects of the Foundation are to use the funds enti^sted to it for such educational, recreational, cultural and benevolent purposes as are charitable and which will, in the sole discretion of the Board, most effectively assist, encourage and promote the weU-being of mankind, primarily the inhabitants of die Calgary district, regardless of race, national origin, colour or religion.

Explanatory Notes 1 This BiU wiU amend

chapter 83 of die Statutes of Alberta, 1981. 2

Section 3 presently reads: The objects of the Foundation are to use the funds entrusted to it for such charitable, educational, recreational, cultural and benevolent purposes as will, in the sole discretion of the Board, most effectively assist, encourage and promote the well-being of mcmkind, primarily the inhabitants of the Calgary district, regardless of race, national origin, colour of religion.

Section 11 is amended by adding the foUowing at the end ofit:

(6) A resolution in writing signed by aU members of die Board either in counterpart or otherwise is as valid as if it had been passed at a meeting of the Board or a Committee of the Board. 4

Section 12 is amended: (

a) by renumbering it as subsection (1); and (

b) by adding the foUowing after subsection (1):

(2) The Board shaU have and shall be deemed always to have had the power to pass by-laws authorizing the Board to enter into an agreement with any member or officer of the Foundation, or any person who acts or has acted at the Foundation's request as a dkector or officer of the Foundation indemnifying such person, his heks and legal representatives against aU costs charges and expenses including an amount paid to settie an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of bemg or having been a member or officer if (

a) such member or officer acted honestly and in good faith with a view to the best interests of the Foundation, and (

b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the member or officer had reasonable grounds for believing that his conduct was lawful.

(3) The Foundation may mdemnify a person referred to in subsection (2) in respect of an action by or on behalf of the Foundation to procure a judgment in its favour, to which he is made a party by reason of being or having been a dkector or an officer of the Authority, against aU costs, charges and expenses reasonably incurred by him in connection widi the action if he fulfills the conditions set out in subsections (2)(

a) and (b).

(4) Notwitiistanding anydiing in diis section, a person referred to in subsection (2) is entitied to indemnity from the Foundation in respect of all costs, charges and expenses reasonably incurred by him in connection with the defence of any civil, criminal or administrative action or proceedmgs to which he is

3 New subsection authorizes resolutions in writing. 4 New subsections provide additional powers to the Board respecting the indemnification of directors and officers.

Section 12 presentiy reads: 12 The powers of the Foundation are vested in and shall be exercised by the Board, and without restricting the generality of the foregoing, the Board may (

a) elect its own Chairrrum and one or more Vice-Chairman from among its members; (

b) appoint an Executive Director, Treasurer, Secretary or Secretary-Treasurer and such other officers and employees of the Foundation as it deems expedient, and may prescribe their respective duties, powers and authority, and may determine the tenure of each such office or the period of employment of each employee; (

c) fix and deterrrdne the remuneration of officers and employees of the Foundation, subject to

section 11(5); (

d) establish such committees of Board members as it deems proper to establish; (

e) make by-laws, resolutions, rules and regulations not in consistent with any of the provisions of this Act, touching or respecting any or all of the aforesaid powers of the Fouruiation or of the Board, and also in respect of all matters pertaining to the business, meetings and proceedings of the Board; arui (

f) open and operate and account with any bank or trust company arui deposit in it such funds as may be required from time to time to pay the costs of administering the affairs of the Foundation arui to pay the costs from the account.

made a party by reason of bemg or having been a dkector or officer of die Foundation, if the person seeking indemnity: (

a) was substantiaUy successful on die merits m his defence of the action or proceeding, (

b) fulfiUs die conditions set out in subsection (2)(

a) and (b), and (

c) is fakly and a reasonably entitied to indemnity.

(5) The Foundation may purchase and maintain insurance for the benefit of any person referred to in subsection (2) against any liability incurred by him (

a) in his capacity as a dkector or officer of the Foundation except when the liabUity relates to his faUure to act honestly and in good faith with a view to the best kiterests of the corporation, or (

b) in his capacity as a dkector or officer of another body corporate if he acts or acted in that capacky at the Audiority's request, except when the liabUity relates to his failure to act honestiy and in good faith with a view to the best interest of the body corporate.

(6) The Foundation or a person referred to in subsection (2) may apply to the Court for an order approving an indemnity under diis

section and the Court may so order and make any further order it thinks fit.

(7) A dkector is not liable for any breach of duty to the Foundation if he reUes in good faith on (

a) financial statements of die Foundation represented to him by an officer of the Foundation or m a written report of the auditor of the Foundation fakly to reflect the financial condition of the corporation, or (

b) an opinion or report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibiUty to a statement made by him.

Title: 1989 (22nd, 1st) Bill Pr7, The Calgary Foundation Act

Document details

Collection	Alberta — Bills
Citation	L22 S1 2911
Type	bill
Volume / chapter	L22 S1 2911
Language	en
Format	json
Source	PROVINCIAL
Identifier	cb97d4bb0a73e15164d0bbd77b7ff55fb562372c

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