16. From any funds on hand to establish any scholarship or scholarships upon such conditions as they may deem proper. 17. To enter into all such negotiations and contracts, and to rescind and vary all such contracts, and to execute and do all such acts, deeds and things in the name and on behalf of the corporation as they may consider expedient for or in relation to the matters aforesaid or any of them, or otherwise for the purposes of the corporation. board of 19. The board of trustees and any executive or any commit- Meetings of tee thereof may regulate their respective meetings, the mode of trustees calling the same, and the proceedings thereat, as they think fit, and may respectively determine the quorum necessary for the transaction of business at any such meeting. when no meet 20. A resolution in writing, signed by all the members of Resolution the board of trustees, or by all the members of any executive ing held or other committee, shall be as valid and effectual as if it had been passed at a meeting of the board of trustees, or of any such committee, respectively duly called and constituted. board of 21. Any casual vacancy occurring on the board of trustees Vacancy in may be filled up by the board of trustees but any person bustees chosen to fill such vacancy shall retain his office so long only as the vacating trustee would have retained the same if no vacancy had occurred. acts of board 22. All acts done by any meeting of the board of trustees Validity of or by any executive, or other committee of such board, or by of trustees, etc any person acting as a member of such board or committee, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such trustees, committee, or persons, or any of them acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a trustee or member of such committee. 23. The board of trustees shall cause to be kept a book or books wherein shall be recorded (a) The names alphabetically arranged of all persons who are or have been shareholders. (b) The post-office address of each shareholder as furnished by him and also the occupation or calling of such shareholder. (c) The number of shares held by each shareholder. (d) The amount paid in and the amount unpaid by each shareholder upon the shares held by each shareholder. (e) All transfers or surrenders of shares in their order as presented to the proper office for entry, with the date and other particulars of said transfer or surrender. Recorder of board Shareholders liable only for on shares (f) The names, addresses and calling of the several persons who are or have been members of the board of trustees, with the date at which each became and ceased to be such member. (g) The names and addresses of the officers of the corpora tion. 24. All creditors and shareholders of the corporation, or their representatives, shall at all reasonable times be permitted to inspect the said book or books at the office of the corporation and to make copies or extracts therefrom. 25. Every contract, agreement, or engagement made on behalf of the corporation by any officer, agent or servant of the corporation in general accordance with his powers as such under the bylaws or regulations thereof, shall be binding upon the corporation, and in no case shall it be necessary to have the seal of the corporation annexed thereto, nor shall the party so acting as such officer, agent or servant be thereby subjected personally to any liability to any third party therefor. 26. Each of the shareholders of the corporation shall until the whole of his or her shares shall have been paid up be personally liable to the creditors of the corporation to an amount equal to the amount due and not paid up thereon, but shall not be liable to an action by any creditor before an execution against the corporation has been returned unsatisfied in whole or in part, and the amount due on such execution to the extent of the amount due and unpaid on such shares shall be the amount recoverable against such shareholder. 27. No shareholder in the corporation shall as such be held amount unpaid liable or responsible for any act, default, or liability whatsoever of the corporation, or for any engagement, claim, payment, loss, damages, injury, transaction, matter or thing whatsoever relating to or connected with the corporation beyond the amount due and unpaid on the share or shares held by such shareholder in the capital stock of the corporation. Return to Assembly 28. The corporation shall at all times when thereunto Gevernor or required by the Lieutenant Governor, or the Legislative Assembly, make a full return of its property, real and personal, and of its receipts and expenditures for such period, and with such details and other information as the Lieutenant Governor or the Legislative Assembly may require. 1903 CHAPTER 40 An Ordinance to incorporate "The Western Canada W [Assented to June 19, 1903.] HEREAS the persons hereinafter named have petitioned for an Ordinance constituting them a body corporate with the powers and for the purposes hereinafter set forth, and whereas it is expedient to grant the prayer of the said petition: THE HEREFORE the Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows: Preamble 1. William Pearce, Rev. J. C. Herdman, Frank Oliver, Chas. Incorporation A. Stuart, John F. Boyce, George A. Ings, James R. Sutherland, Rev. John McDougal, J. W. Costello, Thomas Tweed, Thomas McKay, James Bannerman, Hector McKenzie, A. C. Rutherford, Richard Secord, J. W. Shera, A. S. Rosenroll, C. O. Swanson, Rev. Leo Gaetz, Sage M. Bannerman, John A. Simpson, William Cousins, William T. Findlay. Horace Greeley, John Dixon, C. A. Magrath, P. L. Naismith, C. F. P. Conybeare, E. T. Galt, F W. G. Haultain, William Grant, T. A. Patrick, D. H. McDonald, Geo. Watson, Angus McKay, Donald McLean, Hon. James H. Ross, Richard B. Bennett, R. G. Brett, Howard Douglas, William Whyte, J. S. Dennis, Martin Beattie, Leverett G. DeVeber, John Patterson, Richard A. Wallace, John Herron, John Simpson, John A. McDougall, R. C. McDonnell, J. T. Childs, James D. Lafferty, and all other persons who from time to time become members of the society hereby constituted in accordance with the bylaws and regulations thereof shall be and are hereby constituted a body corporate by the name of The Western Canada Historical Society," hereinafter called the society," and by that name shall have perpetual succession and a common seal with power to sue and to be sued, plead and to be impleaded in all courts whatsoever and to acquire, hold possession of and enjoy by a legal title, for the use of the society, any real or personal property, and to alienate, sell, transfer, lease, mortgage, or otherwise dispose of or deal with the same provided always that the annual value of the real estate held at any one time shall not exceed five thousand dollars: Provided always that no member of the society shall be in any way liable or chargeable with the payment of any debt or demand due from or owing by the society beyond the extent Objects of society Power to pass bylaws Executive council to of the entrance fee and the annual subscriptions remaining unpaid by the said member. 2. The objects of the society shall be, and the society shall have power, to engage in the collection, preservation, exhibitien and publication of materials for the study of the history of Western Canada, and to acquire documents and manuscripts, to obtain narratives and records of pioneers, to conduct a library of historical reference, to maintain a gallery of historical portraiture and an ethnological and historical museum, to publish and diffuse information relative to the history of Western Canada and to establish local affiliated societies in the different districts of Western Canada. 3. The society shall have power to enact bylaws, rules and regulations for the management of its affairs and the affiliation of local societies and may amend, repeal or re-enact the same observing always such formalities as may be laid down with respect to such amendment, repeal or re-enactment in the said bylaws themselves; provided that no such bylaws, rule or regulation shall be inconsistent with the provisions of this Ordinance. 4. The affairs of the society shall be managed by an manage affairs executive council consisting of William Pearce, who shall be provisional president; Rev. James C. Herdman, D.D., who shall be provisional 1st vice president; Frank Oliver, M.P., who shall be provisional 2nd vice president; Charles A. Stuart, who shall be provisional secretary treasurer, and John F. Boyce, George A. Ings, James R. Sutherland, George A. Kennedy, Reverend John McDougall, John W. Costello, Thomas Tweed and Thomas McKay, who shall be provisional members of the said executive council, and the said persons shall hold the said offices and be members of the said executive council until their successors are elected at a meeting of the members of the society held in accordance with the bylaws of the society provided that the number and composition of the said executive council and the names of and duties attaching to the said offices above mentioned may be altered in the same way as the bylaws of the society may be amended. Restrictions as to holding property Liability and 5. The society shall not hold any property except as set forth in section 1 hereof and such as shall be derived from the following sources, that is to say, the life, annual or other subscriptions of members, donations, bequests, legacies made to the society and such other money or property as may be acquired through the ordinary transactions of the society and the moneys derived from the fines and forfeitures lawfully imposed by its bylaws. 6. All subscriptions, penalties and annual or other fees withdrawal of due to the society under any bylaw may be recovered by members suit in the name of the society, but any member may withdraw therefrom at any time on payment of all accounts due by him to the society inclusive of his subscription for the year then current and upon notifying the society in writing of his withdrawal and payment of accounts then due he shall cease to be a member of the society. of societies by 7. Any historical or pioneer society hereinafter becoming Incorporation affiliated with the society in accordance with the bylaws of the affiliation society hereby constituted shall thereby become incorporated by the name under which it shall have become affiliated and shall have all the powers and privileges conferred by this. Ordinance upon The Western Canada Historical Society upon passing a resolution to that effect stating the proposed corporate name and forwarding a copy of such resolution signed by its president and secretary to the Territorial Secretary. publications 8. Each society so affiliated shall send copies of all its Reports and publications or manuscripts to The Western Canada Historical of affiilated Society from time to time as published or written and shall society also make an anunal report to the said society containing full information as to the officers, numbers of members and work done during the year. of failure society to hold 9. In case no meeting of the members of any such affiliated Consequence society with such quorum as may be fixed by its bylaws of affiliated shall have been held for two consecutive years, such meetings for affiliated society shall cease to exist and shall no longer be a two years body corporate and the library, museum and all other property theretofore belonging to such affiliated society shall thereupon become vested in and be the property of The Western Canada Historical Society which may by its officers take possession of the same and retain the same until another society shall have been formed in the same locality and shall have been affiliated with The Western Canada Historical Society when the said property shall be handed over to such new society and shall again become the property of the same. Society to vest Governor on 10. In case The Western Canada Historical Society shall Property of cease to exist its library, museum and other property shall in Lieutenant forthwith become vested in the Lieutenant Governor for the its ceasing uses of the Territories who may make such rules and regulations as to the custody and care thereof as may be deemed expedient. to exist. |