Whereas there is a need for a non-profit organization in the City of Morden and surrounding area to provide financial support for charitable, educational, cultural, and recreational projects beneficial to the community;
And Whereas it is deemed expedient and desirable to incorporate such an organization and to set forth its aims and objectives;
Now therefore witness that the Morden Area Foundation Inc. shall have the following objectives:
1. The Morden Area Foundation Inc.
(hereinafter referred to as the “Foundation”) shall be composed of members for the time being of the Advisory Board
2. Objective of the Foundation
To provide for such charitable, educational, cultural or recreational purpose that in the opinion of the Board of Directors makes for mental, moral or physical improvement of the citizens of Morden and surrounding area.
3. Appointment of Board of Directors
i) The Board shall be appointed by a Nominating Committee made up of the following:
- a. The past chairperson of the Foundation;
- b. The current Executive Director of the Foundation;
- c. The current serving Board members of the Foundation;
- d. At the discretion of the current Board members, they may invite up to three past Board members to participate and serve on the Committee.
ii) Number of Directors on the Board
The Board shall consist of not less than three and not more than fourteen directors as the appointors or a majority of them in their sole discretion may from time to time deem advisable;
iii) Directors to Reside in Manitoba
All directors on the Board shall be residents of the Province of Manitoba
iv) Term of office of Members
The Foundation may by by-law provide the terms of office of directors on the Board may vary so long as no term of any appointee shall be less than two years nor more than five years; the intention being to ensure that there shall, at all times, be at least one director on the Board familiar with its past policy.
Vacancies on the Board, however created, shall from time to time be filled for the unexpired term by the Nominating Committee.
The Foundation has all the powers necessary to do such things as are incidental or conducive to the attainment of its objects, including, without limiting the generality of the foregoing, the power;
- a. To receive donations of and hold, control and administer, property of every kind and description, whether real or personal and wheresoever situate
- b. If not in contravention of an express term of donation under which it is received, to convert any property at any time or from time to time received or held by the foundation into any other form, and to such purpose to sell, dispose, assign, transfer, lease or exchange the same;
- c. To pass on and entrust to one or more trust companies the custody and management of all or any portion of the property at any time or from time to time received or held by the Foundation in such manner and in such portions as the Board may deem proper, and enter into an agreement with the companies with regard thereto:
- d. Lease any lands at any time held by the Foundation.
- e. To pay the expenses of administering the Foundation.
5. Appointment of Trustees
- a. The Foundation, as soon as practicable after a donation has been received and become operative, shall appoint one or more trust companies to the custody and management of the property instructed in the donation or such portion or portions thereof as may be allotted to each of such companies by the board and to act as trustee or trustees thereof for the Foundation wishes of donor.
- b. In making original appointments of trustees under subsection (a.), effect shall be given to any directions in writing given by the donor and expressed in the instrument creating the trust.
- c. The Foundation may at any time, on a resolution passed by a majority of the board, revoke the appointment of any trust company or trust companies as trustee or trustees, and appoint another trust company or trust companies or new trustee or trustees.
- d. A trust company shall not be appointed a trust under this section unless at the time of the appointment it is authorized to act as an executor or administrator in the province.
6. Powers of Trustees
Each trust company during its continuance in office as trustee for the Foundation shall:
- a. Have the custody of and manage and deal with, in an efficient manner, all property entrusted to it by the Foundation and make all investments, reinvestment, conversions, sales or dispositions thereof which may of at any time or from time to time appears necessary of desirable. But no trust company shall make any investments or reinvestment in any property or security other than securities in which a trustee or trust company may invest trust moneys under the laws of the Province of Manitoba or in which life insurance companies are permitted to invest their funds under the Canadian and British Insurance companies Act. (Canada);
- b. Observe, carry out, perform and give effect to all terms, provisions and conditions which may in any instance be attached to the donation of any property by the donor thereof and expressed in the instrument creating the trust;
- c. Give effect to and observe all directions with regard to any property entrusted to it by this Foundation under the provision of this Act which may at any time or from time to time be given in writing by the Board, of such directions except as provided in section 10, do not contravene and are inconsistent with, any of the terms, provisions or conditions referred to in Clause (d) or any other;
- d. Distribute from the money in its possession such sums, and in such manner as the board shall by resolution direct; and
- e. Pay all such accounts and expenses of the Foundation as the board shall direct in writing.
7. Operation of Foundation
The Board may make regulations from time to time concerning:
- a. The operating of the Foundation;
- b. The method of valuation of investments in the Foundation, and that date or dates upon which the valuation may be made,
- c. The distribution of the income of the Foundation:
- d. The property that may be included in the Foundation.
8. Use of Income
- a. The Board may use and distribute all or such portions of income of the Foundation as the Board deems proper for such purposes consistent with the Foundation’s objectives as the Board may determine.
- b. In each year the income of the Foundation to be distributed shall be used for the assistance of institutions, organization, agencies, and bodies, engaged in the promotion or advancement of the objects of the Foundation or any of them, and the Board shall determine which institutions, organizations, agencies or bodies, are to benefit by that assistance and to what intent.
- c. The Foundation, if so directed by the donor in an instrument creating a trust or making a gift, may administer the capitol thereof and distribute the income there from, for any purpose within the scope of the Foundation which may be so directed, and the Board shall in deciding the manner in which the income shall be used or applied, respect and be governed by, and particular wish that may be expressed by the donor in the instrument creating the trust or making the gift to the Foundation.
- d. If, in the course of time and after the death of a donor, or, if the donor be a corporation, after the dissolution thereof conditions arise whereby in the operation of the Board the departure from such wish would further the true intent and purpose of the constitution, the Board may, in its absolute discretion, make such a departure to the extent necessary to further that true and purpose provided the Foundation applies to and receives the approval of the Court of Queen’s Bench.
- e. In the absence of any directions by the donor, it shall be conclusively deemed that donations are made, and the condition that they shall be invested and the net income there from devoted in perpetuity for any purpose within the scope of the Foundation.
- f. Subject to Subsection 8(c), all powers, authority, discretion, that under this section are exercisable by the Board, may be exercised in the full and absolute discretion of the Board.
- g. Except the intent required by applicable law or to extend specifically requested by the donor of any gifts, bequests or endowments, the directors or MAF shall not be authorized to disburse the capital of any such gift, bequest or endowment.
9. Officers and Employees
The Board may appoint such officers and engage such employees at such salaries or for such remuneration as the Board deems proper and necessary,
and make such expenditures incidental to the conduct of the officers of the Foundation in carrying out its objects as the Board thinks requisite.
The Board by Special Resolution may make, amend and repeal by-laws not inconsistent with this Constitution to provide for the management of the property and affairs of the Foundation.
11. Carrying out Trusts Beyond Objects
Where property has been donated to the Foundation and the donor is desirous that a part of the income derivable there from shall be distributed for charitable, educational or cultural purposes for the benefit of the citizens of other municipalities and so indicates in the instrument creating the trust the Board may accept and exercise the trust in respect of the distribution of such part of fully and effectually as in respect of the remainder.
Trust with Future Effect
Where donations have been made to the Foundation in trust of any property to take effect in the future, the Board may accept and exercise any powers of appointment settlement or distribution with respect to the income in whole or in part desirable from the property until the donation takes effect.
The Board shall audit the financial statements of the Foundation fiscal year and shall publish the reports.
13. Amendments to the Constitution
- a. The Constitution of the Foundation may be amended at an annual meeting; provided that a notice of motion to so amend has been filed with the Secretary not less than fifteen days prior to such annual meeting. The Secretary shall forthwith notify all directors in writing.
- b. Such amendment shall be effective only when the support of those voting at the meeting is equal to a majority of all of the directors.
The undersigned First Directors and incorporators of the Morden Area Foundation Inc. hereby agree that the foregoing five pages shall be and constitute the Constitution.
Dated at Morden, Manitoba in the Province of Manitoba this first day of December A.D. 1993.
Constitution approved by resolution at the 2018-2019 Annual Meeting held December 11, 2019