Glenbow-Alberta Institute Act

GLENBOW‑ALBERTA INSTITUTE ACT Chapter G‑6 Table of Contents 1 Definitions 2 Continuation of the Institute 3 Objects 4 Natural person rights, etc., and restrictions on powers 5 Board of Governors 6 Powers and duties of Board of Governors 7 Vice‑chair 8 Remuneration of officers and employees 9 Bylaws 10 Honorary offices 11 Membership 12 Annual general assembly 13 Special general assembly 14 Transfer of shares 15 Gift from Devonian Foundation 16 Gift from Government 17 3/4 majority/60‑day notice requirement 18 Prudent investment standards 19 Audit 20 Transfer and ownership of collection assets 21 Collection assets - care, access and location Schedule Preamble WHEREAS it is desirable that the cultural life of Alberta be enriched through the development of an increased knowledge and understanding of the arts, technology and social heritage of the human race and the natural world in which it lives; WHEREAS the Glenbow Foundation of Calgary, a corporation established by the late Eric L. Harvie, Q.C., and his family, has made invaluable contributions to Alberta’s cultural life through the collection and preservation of objects of historical, cultural and scientific interest with special emphasis on objects related to the history of Western Canada; WHEREAS the late Eric L. Harvie and his family proposed as their memorial to the Centennial of Canadian Confederation that the Glenbow Foundation, together with the collections, buildings and properties belonging to the Foundation, be vested in a body corporate having perpetual life for the lasting benefit of the people of Alberta and made a gift of $5 000 000 to aid in the establishment and operations of that body and to this end gave their undertaking in this connection, a copy of which undertaking is contained in the Schedule to this Act; WHEREAS the encouragement and support of the humanities and natural sciences, while primarily a matter for private and local initiative, is also a proper matter of concern to the Government of Alberta and in accepting this generous gift on behalf of the people of Alberta it was considered appropriate that this Legislature grant an equal sum of money and make other provisions for the advancement of these objectives; WHEREAS it was considered desirable to establish an institute to hold and administer these grants, and to foster historical, cultural and scientific activities in Alberta, and that institute was created by this statute when originally enacted on April 15, 1966; and WHEREAS the name of the Harvie Foundation, referred to in this Act, has been changed to the “Devonian Foundation” and certain other changes have been made to this statute as originally enacted; THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: Definitions 1 In this Act, (a) “Board of Governors” or “Board” means the Board of Governors of the Institute; (b) “bylaws” means the bylaws of the Institute; (c) “collection assets” means cultural property that, immediately before April 1, 1996, was in the custody of the Institute and held by it for the purpose of exercising curatorial care of or ensuring public access to it, and includes all replacement cultural property subsequently acquired in exchange or in partial exchange for any such cultural property or for any such replacement cultural property and all cultural property acquired by the Crown as a result of an agreement under section 21(2), but does not include (i) materials and equipment used to provide public access to any such cultural property, (ii) any property that has been received by the Institute on loan or rental or otherwise on the understanding that it will be returned to the party from whom it was received, or (iii) books and other materials included in the Institute’s library collection; (d) “Crown” means the Crown in right of Alberta; (e) “cultural property” means property belonging to any one or more of the following categories , but excluding books and other materials included in the Institute’s library collection : (i) collections or specimens of fauna, flora, minerals or objects of palaeontological interest; (ii) property relating to history, including the history of science and technology or military or social history; (iii) products of archaeological excavations or of archaeological discoveries; (iv) elements of artistic or historical monuments or archaeological sites that have been dismantled or dismembered; (v) antiquities, including inscriptions, coins and engraved seals; (vi) objects of ethnological interest; (vii) property of artistic interest, including (A) pictures, paintings and drawings produced entirely by hand on any support and in any material; (B) works of statuary art and sculpture in any material; (C) engravings, prints and lithographs; (D) artistic assemblages and montages in any material; (viii) postage, revenue or similar stamps; (ix) archives, including sound, photographic and cinematographic archives; (x) articles of furniture or musical instruments; (f) “curatorial care” means, in relation to cultural property, its housing, care, preservation and maintenance as a historic resource under proper museum, art gallery or archival conditions for curatorial purposes; (g) “Institute” means the Glenbow‑Alberta Institute continued by section 2(1); (h) “Minister” means the Minister determined under section 16 of the Government Organization Act as the Minister responsible for this Act; (i) “public access” means, in relation to cultural property, its exhibition or display, whether in the Institute’s premises or elsewhere, and generally its being made available, whether physically or in a representational form through technology, to and for the use and enjoyment of the people of Alberta. RSA 2000 cG‑6 s1;2001 c23 s4 Continuation of the Institute 2 (1) The corporation created by this Act with the name “Glenbow‑Alberta Institute” is continued with the objects, duties and powers set out in this Act. (2) The head office of the Institute is to be at the City of Calgary. RSA 1980 cG‑5 s1;1996 c21 s4 Objects 3 The objects of the Institute are to promote and encourage the acquisition and diffusion of knowledge of the human race, its arts, its history and the nature of the world in which it lives, in the manner that best serves the educational and cultural needs of the peoples of Alberta and, in particular, but without limiting the generality of the foregoing, the Institute may in furtherance of its objects: (a) collect and preserve specimens of nature, art works, documents and human objects, and record, publish and make available information related to them; (b) exhibit the collections of the Institute; (c) exercise curatorial care of and provide public access to the collection assets and otherwise deal with the collection assets in accordance with the agreements referred to in section 21(2); (c.1) operate and maintain a library; (d) undertake and support research and education related to the general objects of the Institute; (e) lend collections, circulate exhibitions and provide technical aid to other organizations with similar purposes to those of the Institute; (f) co‑operate with and enlist the aid of municipalities and organizations the objects of which are similar to any of the objects of the Institute; (g) provide financial grants and loans to museums and art galleries and other corporate bodies with similar objects; (h) establish, erect and maintain museums and art galleries; (i) solicit, receive and hold gifts of every nature for any purpose similar to any objects of the Institute on any trusts and conditions that seem proper to the Board of Governors and administer the gifts in accordance with those trusts and conditions. RSA 2000 cG‑6 s3;2001 c23 s4 Natural person rights, etc., and restrictions on powers 4 (1) Subject to this Act and the bylaws, the Institute has the rights, powers and privileges of a natural person. (2) The Institute shall not, either directly or through a subsidiary or other instrumentality of the Institute, (a) carry on its activities or exercise its general powers except for the objects or in furtherance of the specific powers specified in section 3, (b) carry on activities or exercise powers that it is prohibited by this Act or by the bylaws from carrying on or exercising, (c) exercise any of its powers in a manner contrary to this Act or the bylaws, (d) declare any dividend, or (e) distribute any of its income or property to the Governors or to its members or any of them except in accordance with this Act. (3) Notwithstanding subsection (2), (a) the Institute may pay Governors and members reasonable prices or remuneration for goods, services or other benefits provided to it by them, including remuneration and expenses to the chair, vice‑chair and Governors, (b) if there are no reasonable grounds for believing that the Institute is, or would after the payment be, unable to pay its liabilities as they become due, the Institute may, subject to section 15(4) and (5), distribute any of its income or property, other than the Government’s gift referred to in section 16 and all income and other investments deriving from it, to a member that (i) is a body corporate whose purposes or objects are similar to the Institute’s objects, and (ii) is, except for provisions similar to those stated in this subsection, subject to a prohibition against distributing its income or property to any of its members, directors or officers, and (c) on the Institute’s liquidation, (i) the Government’s gift referred to in section 16 and all the remaining income and other investments deriving from it are to revert to the Crown, and (ii) the Devonian Foundation’s gift referred to in section 15 and all the remaining income and other investments deriving from it and all the other remaining property of the Institute are to be distributed or transferred, in accordance with the bylaws, to a body named in the bylaws with the object or the ultimate object that they become vested in a body corporate referred to in clause (b)(i), subject to the condition that on any such distribution or transfer the physical property is to remain, and any instrument of transfer shall place the transferee under the obligation that the physical property is to remain, in Alberta. (4) Subject to subsection (3)(c), the Institute’s property may be used only to further its objects or the specific powers specified in section 3. 1996 c21 s6 Board of Governors 5 (1) The governing body of the Institute is the Board of Governors, which is to consist of the number of Governors, being not fewer than 12 and not more than 24, that is fixed by the bylaws. (2) The Devonian Foundation shall appoint 2 Governors. (3) The number of Governors that constitutes at least a majority of the number fixed under subsection (1) and that is specified in the bylaws is to be elected by the members of the Institute at its annual general assemblies in accordance with the bylaws. (4) The Board shall appoint one of the Governors to be the chair and another to be the vice‑chair of the Board. (5) The bylaws (a) may, with respect to the chair and vice‑chair of the Board and all the Governors, provide for (i) the fixing of their terms of office, (ii) their removal from office, (iii) the filling of vacancies in their offices, and (iv) the fixing of their remuneration and expenses, (b) must provide for the election of Governors by the members at annual general assemblies under subsection (3), including the process of and the procedures at each election and the system, if any, for staggering or interspacing the elections, (c) must establish how and by whom those Governors who are not appointed under subsection (2) or elected under subsection (3) are to be appointed or elected, and (d) must fix the quorum for the Board. RSA 1980 cG‑5 s3;1985 c27 s2;1996 c21 s7 Powers and duties of Board of Governors 6 (1) The Board of Governors shall manage and conduct the business and affairs of the Institute and exercise, in the name of or on behalf of the Institute, the powers of the Institute. (2) Notwithstanding subsection (1) but without limiting the Board’s legal responsibility for managing and conducting the Institute’s business and affairs, the Board may by bylaw delegate to any Governor or to any officer, employee or committee of the Institute any of its powers, duties or functions under this Act other than (a) anything that this Act provides must or may be done by bylaw, (b) the establishment of procedures with regard to prudent investment standards under section 18(3), (c) to the extent that the function is performed by the Board, (i) the appointment or election and the removal of the chair, vice‑chair, chief executive officer and Governors, and (ii) the filling of a vacancy on the Board, (d) the appointment and removal of an auditor, (e) the borrowing of any money and the giving of any security for any borrowing, and (f) approval of the Institute’s annual financial statements or of its annual budget. (3) The Institute may pay the members of the Board of Governors remuneration for their services and may compensate them for reasonable travelling and other expenses incurred while absent from their ordinary place of residence and in the course of their duties as members of the Board. RSA 1980 cG‑5 s4;1983 cL‑10.1 s57;1996 c21 s8 Vice‑chair 7 In the absence or incapacity of the chair, the vice‑chair of the Board may act as and exercise all the powers of its chair. 1996 c21 s9 Remuneration of officers and employees 8 The Institute may pay its officers and employees the remuneration that is fixed by, and expenses in accordance with the scale of expenses that is established by, the Board. 1996 c21 s9 Bylaws 9 The Board of Governors may make bylaws (a) respecting the calling of meetings of the Board and general assemblies of the Institute and the conduct of business at them, including the manner of holding elections; (b) establishing committees and respecting the duties and conduct of the Governors, the committees and officers; (c) establishing any restrictions on the activities that the Institute may carry on or on its powers beyond those provided for in this Act and in any other law; (d) respecting the matters that, pursuant to this Act, may or are to be dealt with by bylaw; (e) generally as to the conduct of the business and affairs of the Institute. RSA 1980 cG‑5 s8;1996 c21 s10 Honorary offices 10 (1) The Board of Governors may bestow on individuals any honorary offices that it thinks fit. (2) The bylaws may stipulate the rights, if any, and other incidents attaching to each honorary office created under subsection (1). RSA 1980 cG‑5 s10;1996 c21 s11 Membership 11 (1) The membership of the Institute consists of the persons or the classes of members established under subsection (2). (2) The bylaws may establish (a) the persons who are to constitute the membership, or the classes of membership, of the Institute, (b) the fees, if any, payable to the Institute by members or by members of each class, and (c) subject to this Act, the rights and obligations of the members or of the members of each class. RSA 1980 cG‑5 s12;1996 c21 s12 Annual general assembly 12 An annual general assembly of the Institute’s members must be held each year (a) either to elect, where elections are provided for in any given year under the bylaws, all the Governors who are to be elected under section 5(3) or, if elections are to be staggered, the number of Governors for that year’s assembly that is provided for in the bylaws, (b) to provide an opportunity for a wide expression of views on the Institute’s activities, and (c) to deal with any other matters that are provided for in the bylaws. RSA 1980 cG‑5 s13;1996 c21 s12 Special general assembly 13 The Board of Governors may at any time call a special general assembly at a time and place and for a purpose it considers proper. 1966 c35 s14 Transfer of shares 14 (1) All the shares of the Glenbow Foundation except one vest in the Institute and the one remaining share vests in the chair of the Board of Governors in trust for the Institute. (2) Notwithstanding subsection (1), the Glenbow Foundation’s shares may be transferred. (3) The Board of Governors shall elect the members of the board of directors of the Glenbow Foundation. RSA 1980 cG‑5 s15;1996 c21 s13 Gift from Devonian Foundation 15 (1) In this section, “the Devonian Foundation’s gift” or “the gift” means the gift of $5 000 000 referred to in the original undertaking of the Harvie Foundation, as set out in the Schedule, which the Institute accepted for its own use subject to the conditions set out in this section as this section was originally enacted. (2) Subject to subsection (7), the Devonian Foundation’s gift or any part of it shall be invested in accordance with section 18. (3) Subject to subsection (4), any income, including capital gains, derived from an investment referred to in subsection (2) may be used (a) toward the operating expenses of the Institute, (b) for reinvestment in accordance with subsection (2), or (c) to further the general objects of the Institute. (4) If the use of the income would result in the value of the assets of the Devonian Foundation’s gift’s being less than its initial value of $5 000 000 adjusted for inflation in accordance with subsection (5), the income must be reinvested in accordance with section 18, unless the Board, having complied with the 3/4 majority/60‑day notice requirement of section 17, approves another use of that income or any part of it. (5) For the purposes of subsection (4), the gift must be expressed as 1987 dollars and shall be subsequently adjusted for inflation for each year afterwards on the basis of the average of the All‑items Consumer Price Indexes for The City of Calgary and The City of Edmonton as prepared by Statistics Canada (Canada) or on the average of any other statistical measurement issued by Statistics Canada (Canada) in place of those indexes. (6) For the purposes of subsection (4), the assets of the Devonian Foundation’s gift shall be valued at market value. (7) The Board may for the purpose of carrying out the objects of the Institute (a) by purchase, grant or otherwise expend all or any part of the gift, and (b) make loans from the gift to municipal governments, universities, colleges and educational institutions in Alberta, or to any organization or person if the loan is guaranteed by the municipal government, to assist in the acquisition or improvement of land and buildings being used or to be used as museums or art galleries but the Board may not approve the expenditure or loan unless the 3/4 majority/60‑day notice requirement of section 17 has been complied with. RSA 1980 cG‑5 s16;1987 c24 s2;1992 c21 s16;1996 c21 s14 Gift from Government 16 (1) In this section, “the Government’s gift” or “the gift” means the gift of $5 000 000 paid to the Institute out of the General Revenue Fund by the Provincial Treasurer on the completion of the original undertaking given by the Harvie Foundation, as set out in the Schedule. (2) The Government’s gift or any part of it, including amounts included in the adjusted figure referred to in subsection (4), shall be invested in accordance with section 18. (3) Subject to subsections (2), (4) and (5), any income, including capital gains, derived from an investment referred to in subsection (2) may be used (a) toward the operating expenses of the Institute, (b) for reinvestment in accordance with subsection (2), or (c) to further the general objects of the Institute. (4) The Institute shall not engage in any transaction that would result in the value of the assets of the Government’s gift’s being less than an amount equal to the gift’s initial value of $5 000 000 adjusted for inflation in accordance with subsection (6) to the date as of which the latest audited financial statements of the Institute preceding April 1, 1996 were prepared. (5) If the use of the income, including capital gains, earned after March 1996 would result in the value of the assets of the Government’s gift’s being less than an amount equal to the gift’s initial value of $5 000 000 adjusted for inflation in accordance with subsection (6) while remaining in compliance with subsection (4), the income shall be reinvested in accordance with section 18, unless the Board, having complied with the 3/4 majority/60‑day notice requirement of section 17, approves another use of that income or any part of it. (6) For the purposes of subsections (4) and (5), the gift shall be expressed as 1987 dollars and shall be subsequently adjusted for inflation for each year after 1987 on the basis of the average of the All‑items Consumer Price Indexes for The City of Calgary and The City of Edmonton as prepared by Statistics Canada, or on the average of any other statistical measurement issued by Statistics Canada in place of those indexes. (7) For the purposes of subsections (4) and (5), the assets of the gift must be valued at market value. RSA 1980 cG‑5 s17;1987 c24 s3;1992 c21 s16;1996 c21 s15 3/4 majority/60‑day notice requirement 17 The 3/4 majority/60‑day notice requirement referred to in sections 15(4) and (7) and 16(5) is that (a) the action in question must be approved at a first Board meeting to consider the matter by a resolution approved by a majority of at least 3/4 of all the Governors then holding office as such, (b) at least 60 days’ prior written notice of a 2nd such meeting must be given to all those Governors, (c) that written notice must specify the action sought to be approved by the Board and state that the purpose or one of the purposes of that 2nd meeting is to obtain that approval, and (d) the action must be approved at that 2nd meeting by a resolution approved by at least the 3/4 majority referred to in clause (a). 1996 c21 s16 Prudent investment standards 18 (1) Notwithstanding anything in this Act, the Board shall adhere to prudent investment standards in making investment decisions and in managing its total investments. (2) For the purposes of subsection (1), prudent investment standards are those that, in the overall context of an investment portfolio, a reasonably prudent person would apply to investments made on behalf of another person with whom there exists a fiduciary relationship to make those investments, without undue risk of loss or impairment and with a reasonable expectation of fair return or appreciation. (3) The Board, on the recommendation of its investment advisor, shall establish written procedures to ensure that prudent investment standards are applied by it in making investment decisions and in managing its total investments. 1996 c21 s16 Audit 19 The Board of Governors shall have the financial statements of the Institute audited as at the end of each fiscal year of the Institute. RSA 1980 cG‑5 s20;1996 c21 s18 Transfer and ownership of collection assets 20 (1) All property that, at the beginning of April 1996, constitutes collection assets and does not already belong to the Crown, regardless of who owns it, is hereby transferred to the Crown. (2) All collection assets are vested in the Crown to be held by it, subject to this Act, on behalf of the people of Alberta. (3) The Crown may repatriate collection assets in accordance with the First Nations Sacred Ceremonial Objects Repatriation Act , and in that event subsection (2) does not apply to those collection assets. 1996 c21 s19;2000 cF‑11.2 s6 Collection assets - care, access and location 21 (1) Unless the collection assets have been repatriated pursuant to section 20(3), the Institute has full responsibility for and authority with respect to providing curatorial care of and ensuring reasonable public access to the collection assets. (2) The Minister and the Institute may negotiate to enter and enter into agreements providing for the matters referred to in subsection (1) and for the transfer to the Crown of specified cultural property acquired after March 1996. (3) The Crown shall pay to the Institute the amounts of money that are appropriated by the Legislature to meet the fees payable to the Institute for providing the curatorial care of and ensuring reasonable public access to the collection assets. (4) The Minister and the Institute shall negotiate every 3 years with a view to entering into agreements as to what services are to be provided by the Institute in consideration for the fees payable under subsection (3). (5) The principal location of the collection assets is to remain in Calgary. (6) Despite subsection (1), if the Institute has loaned collection assets to another organization, the responsibility for providing curatorial care of and ensuring reasonable public access to those assets may be transferred to the other organization if authorized by an agreement between the Minister and the Institute under subsection (2). RSA 2000 cG‑6 s21;2019 c22 s4 Schedule HARVIE FOUNDATION A Charitable Foundation 200‑838 Eleventh Ave. S.W. Calgary, Alberta. February 9, 1966 The Honourable The Provincial Secretary, Legislative Building Edmonton, Alberta. Dear Sir: Re: Glenbow‑Alberta Institute Further to our recent discussions, the following are the terms of our firm undertaking with the Government of Alberta: 1) On the enactment by the Legislature at its 1966 sitting of a special Act to establish The Glenbow‑Alberta Institute in substantially the form of the draft Bill attached hereto, Harvie Foundation will, within thirty days after the coming into force of this Act, providing the Act comes into force on or before April 30, 1966, make a gift to the Institute of $5,000,000.00 in cash or in securities authorized by the Act for the investment of this gift. 2) At the time of the vesting of the shares of Glenbow Foundation in the persons referred to in the Act the financial position of Glenbow Foundation will be substantially as set forth in the estimated balance sheet dated March 31, 1966 attached hereto with adjustments necessary to reflect any difference between March 31, 1966 and the date of the vesting of the shares. Yours truly, HARVIE FOUNDATION Per: “Neil S. Harvie” Per: “H.W. Meech” GLENBOW FOUNDATION ESTIMATED BALANCE SHEET as at 31 MARCH 1966 Estimated for transfer to Glenbow‑Alberta Institute ASSETS Miscellaneous deposits $ 500 Collections, at cost 2,252,000 (insured value ‑ $4,950,000) Fixed Assets, at cost Buildings $493,000 ‑ located at 822 and 902 11th Avenue S.W., Calgary acquired in 1962 Furniture and Fixtures 153,300 646,300 (No depreciation has been provided on these assets) $2,898,800 LIABILITIES Liabilities $ Nil Share Capital Authorized ‑400 shares without nominal or par value Issued ‑12 shares @ $100 each 1,200 Surplus 2,897,600 $2,898,800 GLENBOW FOUNDATION Calgary, Alberta Descriptive Summary of Collections and Public Displays The major collections of the Foundation include: (a) Archaeology 47 pictograph reproductions; 575 archaeological site reports; 10,000 black and white photos and negatives; 3,500 colour transparencies; 43,000 specimens. (b) Archives 500,000 pages documentary material; 70,000 photos and negatives; 40,000 feet microfilm; 10,000 feet movie film; 2,500 transparencies; 250,000 feet tape recordings. (c) Art Over 14,000 items by upwards of 1,000 artists made up of 1,000 portraits and figure studies 2,000 landscapes 3,000 natural history 4,000 descriptive and documentary 4,000 decorative, cast and fragile pieces. Over 1,500 research files on artists, galleries and collections are maintained. (d) Earth Sciences Over 5,000 mineralogy, petrology and paleontology specimens. (e) Ethnographic Holdings exceed 20,000 pieces including 13,000 North American Indian and Eskimo artifacts. Other significant collections include South American Indian, West African, Indonesian and Australian including nearly 50 bark paintings. (f) Library 20,000 volumes and pamphlets, including 8,000 Canadian and American History; 1,500 Natural History; 1,600 Arts, 1,500 Military and 1,400 books on horses. In addition 8,000 maps, and 120 + 50 lineal feet respectively of early newspapers and catalogues. (g) Military Department Nearly 4,000 pieces including 500 rifles and shot guns; 800 pistols; 500 edge weapons and 100 models. (h) Natural History Some 24,000 specimens including 250 mounted animals, heads and antlers; 2,000 mounted birds and bird skins; 4,000 birds eggs; 6,500 insects; 10,000 butterflies and moths; 1,700 conchology specimens. (i) Pioneer Nearly 10,000 specimens of furnishings, clothing, tools, vehicles, and household, agricultural, industrial and commercial articles. Public displays of the Glenbow Collections are to be found at the following locations: (a) Glenbow Foundation ‑ Alberta Government Museum, Calgary, Alberta. An initial and successful experiment in private and governmental co‑operation in museum development. (b) Luxton Museum, Banff, Alberta The museum buildings, named after Mr. Norman K. Luxton, are leased by Glenbow Foundation from an associated company. Displays are concentrated on the cultural life of the Plains Indians. (c) Glenbow Art Gallery Operated by Glenbow Foundation in Calgary’s Public Library in co‑operation with the City Council and Library Board. (d) Glenbow Historical Library and Archives Another example of local authority co‑operation is the availability on nominal terms to Glenbow’s Historical Library and Archives of the old public library building in Calgary’s Memorial Park. (e) Heritage Park, Calgary Glenbow provides many of the artifacts displayed in the pioneer village developed in this park. (f) Imperial Oil Building A small display is maintained in Glenbow in the foyer of the Imperial Oil Building in Calgary. RSA 1980 cG‑5 Schedule;1987 c24 s4