Bill S-25
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S-25
First Session, Thirty-seventh Parliament,
49-50 Elizabeth II, 2001
SENATE OF CANADA
BILL S-25
An Act to amend the Act of incorporation of the Conference of Mennonites in Canada
first reading, March 29, 2001
The Honourable Senator Kroft
2503
Summary
This enactment amends the original Act of incorporation of the Conference of Mennonites in Canada by
(a) changing the name of the Corporation to the “Mennonite Church Canada”;
(b) revising its objects and powers in order to reflect more accurately the nature and scope of the Corporation’s present activities;
(c) making other changes to the Act of incorporation in order to adapt the Act to modern conditions and circumstances; and
(d) making technical and incidental amendments to the Act.
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1st Session, 37th Parliament,
49-50 Elizabeth II, 2001
senate of canada
BILL S-25
An Act to amend the Act of incorporation of the Conference of Mennonites in Canada
Preamble
WHEREAS the Conference of Mennonites in Canada (hereinafter referred to as “the Corporation”) was incorporated by an Act of the Parliament of Canada, being chapter 91 of the Statutes of Canada, 1947;
AND WHEREAS the Corporation has by its petition prayed that its Act of incorporation be amended as hereinafter provided, 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 the House of Commons of Canada, enacts as follows:
Change of corporate name
1. (1) The name of the Corporation incorporated by chapter 91 of the Statutes of Canada, 1947 is changed to “Mennonite Church Canada”.
Existing rights preserved
(2) The change of name of the Corporation does not in any way impair, alter or affect the rights or liabilities of the Corporation, or any suit, proceeding or judgment, either by, in favour of or against the Corporation, which may be prosecuted, continued, completed or enforced as if this Act had not been enacted.
2. Sections 3 to 5 of the Act are replaced by the following:
Head office
3. (1) The head office of the Corporation shall be at Winnipeg, in the province of Manitoba, or at such other place in Canada as may be decided by the Corporation.
Notice of change
(2) Notice in writing shall be given to the Minister of Industry by the Corporation concerning any change of the head office and a copy of such notice shall be published in the Canada Gazette.
Legal capacity
3.1 (1) Subject to this Act, the Corporation has all the powers, rights and privileges of a natural person.
Capacity in Canada
(2) The Corporation may carry on business throughout Canada.
Extra-territorial capacity
(3) The Corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Canada, to the extent that the laws of such jurisdiction permit.
Objects
(4) The objects of the Corporation are to
(a) promote the spiritual welfare and the unity of spirit of the members of the Corporation and, by mutual assistance, to foster, diffuse, encourage, advance and strengthen the work of the kingdom of God;
(b) build Christian communities in the Mennonite tradition;
(c) nurture the well-being of members of the Corporation, promote a spirit of unity and foster cooperation among them; and
(d) associate and work with selected organizations having one or more objects identical or similar to those of the Corporation.
Powers
4. The Corporation has, in carrying out its objects, all the powers necessary to
(a) admit, as a corporate member of the Corporation, any congregation of Mennonites, conference of Mennonites, or other entity that complies with, and qualifies under, the by-laws of the Corporation;
(b) organize, maintain, carry on and assist, for or on behalf of any corporate member of the Corporation, churches, missions, schools, colleges, hospitals, orphanages, homes for the elderly, and any other institutions for religious, educational or congregational purposes;
(c) administer the property, business and other temporal affairs of the Corporation;
(d) receive and accept for its own use monies or other personal property subject to, and in consideration of, payment of interest thereon or of an annuity in respect thereof; and
(e) generally, to do all such things as are likely to promote the objects of the Corporation.
Management
5. The affairs of the Corporation shall be managed by a board of directors consisting of not less than three and not more than twenty directors, who shall be assisted by such other officers and agents as the Corporation may appoint.
3. Paragraph 6(a) of the Act is replaced by the following:
(a) the prerequisites of admission and the qualifications respecting any congregation of Mennonites, conference of Mennonites, or other entity, desiring to become a corporate member of the Corporation, and the release or expulsion of any corporate member from the Corporation;
4. Section 9 of the Act is repealed.
5. Sections 12 and 13 of the Act are replaced by the following:
Execution of documents
12. Any deed or instrument relating to real property, or any interest therein, shall be deemed to be executed if there is affixed thereto the seal of the Corporation and the signature of any officer of the Corporation duly authorized for such purpose.
Disposition of property by gift or loan
13. The Corporation may make a gift of or lend any of its property, whether real or personal, for or to assist in the purchase, erection, leasing or maintenance of any building or buildings considered necessary for any church, college, school, hospital, orphanage or home for the elderly, or for any other religious, charitable, educational or congregational purpose, upon such terms and conditions as it considers expedient.
6. Sections 15 and 16 of the Act are replaced by the following:
Investment of funds
15. The Corporation may invest its funds, or any portion thereof, either directly in the name of the Corporation or indirectly in the name of trustees, in the purchase of securities as it considers advisable and may also lend its funds or any portion thereof on any such securities.
Meetings
16. (1) The Corporation shall meet at such times and places as the board of directors considers necessary, but it shall meet at least once every two years, and such meetings may be held in Canada or abroad.
Meetings in Canada
(2) Notwithstanding subsection (1), at least three out of every four meetings held by the Corporation shall be held in Canada.
Application of Canada Corporations Act
(3) For greater certainty and notwithstanding section 158 of the Canada Corporations Act, section 102 of that Act does not apply to the Corporation.
Published under authority of the Senate of Canada
Explanatory Notes
Clause 1: New.
Clause 2: Sections 3 to 5 read as follows:
3. (1) The head office of the Corporation shall be at Rosthern, in the province of Saskatchewan, or at such other place in Canada as may be decided by the Corporation.
(2) Notice in writing shall be given to the Secretary of State by the Corporation concerning any change of the head office and a copy of such notice shall be published forthwith in the Canada Gazette.
4. The objects of the Corporation shall be to:
(a) admit as a corporate member of such Corporation any congregation of Mennonites in Canada which complies with, and qualifies under, the by-laws of the Corporation in that behalf;
(b) release any corporate member desiring to withdraw from the Corporation;
(c) expel any corporate member failing to conform to, abide by, or comply with, the by-laws of the Corporation;
(d) promote the spiritual welfare of, and the unity of spirit among, the various corporate members of the Corporation, and, by mutual assistance, to foster, diffuse, encourage, advance and strengthen the work of the Kingdom of God;
(e) organize, maintain, carry on and assist, in all parts of Canada, for or on behalf of any corporate member of the Corporation, churches, parsonages, missions, schools, colleges, hospitals, orphanages, homes for the aged, and any other institutions for religious, educational, congregational or social purposes, or any of them;
(f) establish, maintain and support a publishing house for the purpose of printing and disseminating Gospel literature for the objects of the Corporation;
(g) administer the property, business and other temporal affairs of the Corporation in Canada.
5. The affairs of the Corporation shall be managed by three directors, who shall be assisted by such other officers and agents as the Corporation may appoint.
Clause 3: The relevant portion of section 6 reads as follows:
6. The Corporation may from time to time make by-laws, not contrary to law, for
(a) the prerequisites of admission, and the qualifications, respecting any congregation of Mennonites in Canada desiring to become a corporate member of the Corproation, and the rlease, or expulsion, of any corporate member from the Corporation;
Clause 4: Section 9 reads as follows:
9. (1) No parcel of land, or interest therein, at any time acquired by the Corproation and not required for its actual use and occupation, and not held by way of security, shall be held by the Corporation, or by any trustee on its behalf, for a longer period than ten years after the acquisition thereof, or for a longer period than ten years after it shall have ceased to be required for the actual use and occupation by the Corporation, whichever shall be the longer period, but shall, at or before the expiration of such period, be absolutely sold or disposed of, so that the Corporation shall no longer retain any interest or estate therein, except by way of security.
(2) The Secretary of State may direct that the time for the sale or disposal of any such parcel of land, or any estate or interest therein, shall be extended for a further period or periods not to exceed five years.
(3) The whole period during which the Corporation may hold any such parcel of land, or any estate or interest therein, under the foregoing provision of this section, shall not exceed fifteen years after the date of the acquisition thereof, or after it shall have ceased to be required for the actual use or occoupation by the Corporation, whichever shall be the later date.
(4) Any such parcel of land, or any estate or interest therein, not within the exceptions hereinbefore mentioned, which has been held by the Corporation for a longer period than authorized by the foregoing provisions of this section without being disposed of, shall be forfeited to His Majesty for the use of Canada.
(5) The Corporation shall give the Secretary of State, when required, a full and correct statement of all lands, at the date of such statement, held by the Corporation, or in trust for it, and subject to the provisions of this section.
(6) This section shall apply only to lands and estates, or interests therein, which, by reason of the situation of such lands or otherwise, are subject to the legislative authority of the Parliament of Canada.
Clause 5: Sections 12 and 13 read as follows:
12. Any deed or other instrument relating to real property, or any interest therein, shall be deemed to be duly executed if there is affixed thereto the seal of the Corporation and the signature of the President and Secretary-Treasurer of the Corporation duly authorized for such purpose.
13. The Corporation may make a gift of or loan any of its property, whether real or personal, to, or for the assistance of, any congregation of Mennonites in Canada for the purchase, erection, leasing or maintenance of any building or buildings deemed necessary for any church, college, parsonage, school, hospital, orphanage or home for the aged, or for any other religious, charitable, eduational, congregational or social purpose, upon such terms and conditions as it may deem expedient.
Clause 6: Sections 15 and 16 read as follows:
15. The Corporation may also invest and reinvest any of its funds in
(a) bonds or debentures of any municipality, or public school corporation, or district in Canada, in bonds, stock and debentures or other securities of Canada, or of any province thereof, or in any security the payment of which is guaranteed by Canada, or any province thereof;
(b) first mortgages or freehold property in Canada, and, for the purpose of the same, may take mortgages or assignments thereof, whether such mortgages or assignmetns be made directly to the Corporation in its own corporate name or to some company or person in trust for it, and may sell and assign the same; or
(c) any securities in which life insurance companies are authorized from time to time by the Parliament of Canada to invest funds.
16. The Corporation may exercise its functions throughout Canada, and meetings of the board of directions of the Corporation may be held at any place within Canada.