Bill S-1001

55-56 ELIZABETH II

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CHAPTER 38

An Act respecting Scouts Canada

[Assented to 21st February, 2007]

WHEREAS the Boy Scouts of Canada (in this Act referred to as the “Corporation”), having its principal place of business in the city of Ottawa, in the Province of Ontario, was incorporated by chapter 130 of the Statutes of Canada, 1914, under the name of The Canadian General Council of the Boy Scouts Association, as a branch of The Boy Scouts Association, which itself had been incorporated in Great Britain in 1912 by a Royal Charter granted in that year during the reign of George V;

AND WHEREAS The Canadian General Council of the Boy Scouts Association was later renamed the Boy Scouts of Canada, and in French, Scouts du Canada, by chapter 82 of the Statutes of Canada, 1960-61, reflecting the broadening of the scouting movement to enable the development of young people worldwide;

AND WHEREAS the name in French of the Corporation was later changed from “Scouts du Canada” to “Les Boy Scouts du Canada” by chapter 68 of the Statutes of Canada, 1968-69;

AND WHEREAS by that same chapter, L’Association des Scouts du Canada was incorporated with its head office in Montreal, in the Province of Quebec, to meet the special needs of the French-speaking Roman Catholic youth in the scouting movement, particularly in the provinces of Quebec, Manitoba and New Brunswick;

AND WHEREAS L’Association des Scouts du Canada approves of

(a) the change of the name of the Corporation to “Scouts Canada” as its corporate name in both official languages, and

(b) the repeal of section 1 of chapter 68 of the Statutes of Canada, 1968-69;

AND WHEREAS the Corporation has set out in its petition that, for the better management of its affairs, it is in the interests of the Corporation that the statutes governing it be consolidated, updated and replaced in order to reflect its current status in Canada and in the international scouting movement;

AND WHEREAS the Corporation has by its petition prayed that it be enacted as hereinafter set forth, and it is expedient to grant the prayer of the petition;

NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. (1) The Corporation created by chapter 130 of the Statutes of Canada, 1914, is continued under the name “Scouts Canada”.

(2) The Corporation consists of those persons who are members of the Corporation on the coming into force of this Act and their successors as members of the Corporation.

2. The object of the Corporation is to promote the mission of scouting among young persons.

3. The Corporation has the capacity of a natural person and, subject to this Act, all the powers, rights and privileges of a natural person.

4. The head office of the Corporation is in the city of Ottawa, or elsewhere as may be fixed by by-law.

5. Subject to any by-laws made under section 7, a general meeting of the Corporation shall be held each year in Canada at such time and place as the executive committee may direct.

6. At each annual general meeting of the Corporation, the Corporation shall elect an executive committee from among its members, in the manner provided by the by-laws of the Corporation.

7. At any annual or special general meeting, the Corporation may make, amend, or repeal by-laws for all purposes of the Corporation and, without limiting the generality of the foregoing, for defining and regulating

(a) the terms and conditions of membership in the Corporation, and the rights, duties and privileges of all classes of members;

(b) the composition, powers, duties, quorum, term of office, and method of election of the executive committee, and the numbers, powers, and duties of the officers of the Corporation;

(c) the time and place for holding annual and special general meetings of the Corporation, and the notice and other requirements thereof;

(d) the calling of regular and special meetings of the executive committee, the notice to be given thereof, and the quorum and procedure in all respects at or concerning those meetings; and

(e) the administration and management of the affairs of the Corporation in all respects.

8. (1) Without limiting the generality of section 3, the Corporation may, for the purposes of the Corporation,

(a) receive, acquire, accept, and hold any real property or immovables, by grant, gift, purchase, devise, legacy, lease or otherwise; and

(b) sell, lease, dispose of, mortgage, invest, or otherwise deal therewith in such manner as it may from time to time deem advisable for those purposes.

(2) There shall be deemed not to have been in the past any limitation on the annual value of any real or immovable property held by or in trust for the Corporation.

9. The Corporation may receive and distribute any gift, grant of money, or contribution to the Corporation from the Government of Canada, the government of any province, or any municipality, incorporated body, society, or persons, and shall apply the gift, grant or contribution in accordance with its terms, provisions and conditions, or, if there are no such terms, provisions or conditions, in accordance with the object of the Corporation.

10. The Corporation has the sole and exclusive right

(a) to have and use

(i) all emblems, badges and decorations, and descriptive or designating words or phrases, now or before the coming into force of this Act used by The Canadian General Council of the Boy Scouts Association, The Boy Scouts Association, and Boy Scouts of Canada, and

(ii) the titles “Boy Scouts” and “Scouts Canada”; and

(b) to have and use any emblem, badge, decoration, and descriptive or designating word or phrase after the coming into force of this Act adopted by the Corporation for carrying out its object, if a statement and description of the emblem, badge, decoration, descriptive or designating word or phrase is filed with and approved by the Minister of the Crown responsible for trade-marks and designs.

11. (1) The continuation of the Corporation by this Act does not in any way impair, alter or affect the rights or liabilities of the Corporation, nor in any way affect any suit or proceeding now pending, or judgment existing, either by or in favour of or against the Corporation; and any such suit, proceeding or judgment may be prosecuted, continued, completed and enforced as if this Act had not been passed.

(2) Any suit or proceeding that might have been commenced or continued by or against the Corporation under its former name may be commenced or continued by or against the Corporation under the name “Scouts Canada”.

12. Notwithstanding section 158 of the Canada Corporations Act, section 102 of that Act does not apply to the Corporation.

13. The following Acts or portions of Acts are repealed:

(a) An Act to incorporate The Canadian General Council of The Boy Scouts Association, chapter 130 of the Statutes of Canada, 1914;

(b) An Act to amend An Act to incorporate The Canadian General Council of The Boy Scouts Association, chapter 73 of the Statutes of Canada, 1917;

(c) An Act respecting The Canadian General Council of The Boy Scouts Association, chapter 71 of the Statutes of Canada, 1959;

(d) An Act respecting The Canadian General Council of The Boy Scouts Association, chapter 82 of the Statutes of Canada, 1960-61; and

(e) section 1 of An Act respecting Boy Scouts of Canada and to incorporate L’Association des Scouts du Canada, chapter 68 of the Statutes of Canada, 1968-69.

14. This Act may be cited as the Scouts Canada Act.