church (i) the particular church or religious denomination Name of (ii) a statement of those persons who, according, who name (iii) the proposed corporate name, which shall Corporate (iv) the officers who shall exercise the powers of Officers (v) the number of members that shall constitute Quorum a quorum and as such are lawfully entitled (vi) the rules to be complied with before any pro- Dealing with by the officers thereof and such further provisions as may be decided upon. [1907, c. 22, s. 2.] property 14. Such declaration of incorporation shall be signed Signature of by the chairman and secretary of the meeting at which the same was passed, and shall be verified by affidavit in form B in the schedule hereto or to the like effect by any officer of the congregation present at the meeting. [1907, c. 22,s. 2.] declaration 15. (1) Such declaration of incorporation shall there- Filing of upon be delivered in duplicate to the Registrar of Joint Stock Companies together with a fee of fifty cents, and if the same is in substantial compliance with section 13 hereof, and if the proposed corporate name does not conflict with that of any other congregation already incorporated, the Registrar shall certify under his hand and seal of office that the congregation is incorporated, and shall indorse a certificate to the same effect upon, or attach the same to Certificate of the duplicate of the declaration of incorporation and return the same to the body corporate. incorporation of names (2) If the proposed corporate name conflicts with that Conflict of of any other congregation already incorporated the Registrar may require such modification as will suit the case, and if the officers of the congregation who sign the declaration and affidavit are satisfied therewith the name shall be modified accordingly or a new meeting of the congregation may be called to decide upon another name, as shall appear most expedient. Incorporation when to take effect Capacities of incorporated congregation Effect of certificate of incorporation Keeping declaration of incorporation and list of members in church (3) The Registrar may require any such modification as in the last preceding subsection hereof mentioned to be made as well after as before the incorporation of any congregation under the provisions of this Act. [1907, c. 22, s. 2.] 16. The incorporation of the congregation shall take effect upon the date of incorporation mentioned in the certificate of incorporation. [1907, c. 22, s. 2.] 17. (1) The members of the congregation, together with such other persons as from time to time become members thereof, shall thereupon be a body corporate under the name contained in the declaration of incorporation, capable forthwith of exercising all the functions of a body corporate, with power to sue and be sued, contract and be contracted with by its corporate name; to have a common seal, and to alter or change the same at its pleasure; and to have perpetual succession; and with power to purchase, acquire by gift, devise or bequest if made at least six months before the death of the person making the same, and to hold real and personal property, or movables, for the purposes of the congregation, and to alienate the same at pleasure; and such incorporation shall vest in a majority of the members of the congregation the power to bind the others by their acts; and shall exempt the individual members of the corporation from personal liability for its debts or obligations or acts, provided they do not violate the provisions of this Act. (2) For the purposes of this section the majority of any properly constituted meeting shall be deemed to be the majority of the congregation. [1907, c. 22, s. 2.] 18. (1) Any certificate of the incorporation of the congregation given by the Registrar of Joint Stock Companies under his seal of office shall be conclusive evidence that all the requirements of the Act in respect of registration, and of matters precedent and incidental thereto, have been complied with. (2) Any certificate of the incorporation of any congregation given by the Registrar shall be received in evidence as if it were the original certificate; and any copy of or extract from any of the documents kept and registered at the office for registration of joint, stock companies, if duly certified to be a true copy or extract, under the hand of the Registrar and his seal of office, shall for all purposes be received in evidence as of equal validity with the original document. [1907, c. 22, s. 2.] 19. The duplicate declaration of incorporation, or a certified copy thereof, and a list of the members of the congregation, shall be kept in the church or meeting house of the congregation and shall be presented at any properly constituted meeting called to transact business, and shall at all reasonable times be open to the inspection of any Inspection person lawfully attending worship therein, and the names of all persons who from time to time become members of the congregation, or who having been members have removed from the congregation, shall be added to or struck from the Correction said list from time to time, as the occasion requires by the proper officers of the congregation. [1907, c. 22, s. 2.] 20. A meeting of the congregation to consider any Notice of proposed dealing with the property thereof shall be called meeting by notice of not less than two weeks (including two Sundays) next before the date of the meeting, which notice shall state the time, place and particular object for which the meeting is called, and shall be posted at the church or meeting house of the congregation and shall be read at all intervening services held in the church or meeting house. [1907, c. 22, s. 2.] 21. Instruments dealing with the property of the Execution of congregation shall be executed under the corporate seal, instruments and attested by the signatures of not less than two officers thereof, and shall have indorsed thereon or attached thereto an affidavit by some other officer of the congregation capable of swearing positively to the facts that the execution of such instrument was authorized by the congregation at a meeting thereof duly called for the purpose and may be in form C in the schedule hereto. [1907, c. 22, s. 2.] duly executed 22. Any instrument so executed shall be conclusive Effect of evidence that all the requirements of the declaration of instrument incorporation and all matters precedent and incidental thereto have been complied with. [1907, c. 22, s. 2.] trustees 23. Where any congregation that has previously ac- Execution of quired lands or other property, the title to which is vested transfer by in trustees, becomes incorporated pursuant to the provisions of this Act, the trustees of the congregation, or in case of the death or removal of any of the trustees, a majority thereof may execute a transfer of the church property to the congregation in the corporate name thereof, and such transfer shall be registered without further or other proceedings, and the land shall thereupon become and be vested in a body corporate for the purposes of the congregation in question subject to the provisions hereof. [1907, c. 22, s. 2.] 24. Any officer of any such incorporated congregation Penalty who, being charged with that duty, fails (a) to present the list of members of the congregation Returns Power to cancel incorporation Winding up affairs of congregation (b) to add to or take from the list of members of the congregation, as the case may require; (c) to make any return herein required— shall be liable upon summary conviction to a fine not exceed- 25. Every such corporation shall when required so to do by the Provincial Secretary make a written return verified by affidavit of its property, membership and officers. [1907, c. 22, s. 2.] 26. (1) The Lieutenant Governor in Council may at any time for cause cancel and annul the incorporation of any congregation incorporated under this Act, and upon notice of such cancellation being mailed to the said corportation it shall cease to exist as such: Provided however that nothing herein contained shall be construed to impair the recourse of any creditor or claimant of the said corporation. (2) In any such case the Lieutenant Governor in Council may appoint such person as he thinks fit to wind up the affairs of such congregation, and distribute its assets among the members thereof, and may provide for the remuneration of such person out of the assets of the congregation or otherwise as he thinks fit. [1907, c. 22, s. 2.] SCHEDULE. FORM A. (Section 13.) DECLARATION OF INCORPORATION. Pursuant to The Religious Societies' Lands Act; The congregation of the (here set forth the particular congregation or religious denomination, with the post office address or other location, which may be either the village, town or city, or section, township, and range where situated, or other local designation, as shall be most convenient) desires incorporation pursuant to The Religious Societies' Lands Act, upon the terms following, that is to say: 1. The said congregation belongs to (here set forth the particular church or religious denomination). 2. The persons who, according to the rules of the congregation, are entitled to vote in respect of church business are (set them out). 3. The proposed corporate name is (set it out). 4. The officers who shall exercise the powers of the body corporate in any dealing with the property thereof are (set them out). 5. The rules to be complied with before any of the property of the congregation shall be dealt with by the officers thereof are as follows: (set them out). 6. (Number of members constituting a quorum), members shall constitute a quorum of the congregation, a majority of whom may deal with the matters coming before the meeting. (Here set forth any further provisions that may be decided upon.) [1907, c. 22, Form A.] FORM B. I, A.B., of... make oath and say: (Section 14.) in the Province of Alberta, 1. That I hold the office of (set out office) in the congregation of (name of congregation) and have a personal knowledge of the facts in question herein. 2. That the foregoing (or annexed) declaration of incorporation was passed at a duly constituted meeting of the said congregation held in (place of meeting) on the .day of.. 19.... (date of meeting). 3. The said meeting was held upon due notice of the time, place and object thereof, and the transaction in and about the incorporation of the said congregation was and is bona fide. A Commissioner in and for the Province of Alberta. 1. That I hold the office of (set out office) in the congregation of (name of congregation), and have a personal knowledge of the facts in question herein. |