An Act to incorporate the Jules and Paul-Émile Léger Foundation

An Act to incorporate the Jules and Paul-Émile Léger Foundation Preamble WHEREAS Jules Léger, Governor General of Canada from January 14, 1974 to January 21, 1979, and his brother Paul-Émile Léger, Archbishop of Montreal from May 17, 1950 to November 9, 1967, and Cardinal of the Roman Catholic Church since January 12, 1953, have served Canada and Canadians with distinction; AND WHEREAS their devotion to the promotion of humanitarian goals and to the alleviation of human suffering is worthy of special recognition; AND WHEREAS it is appropriate to honour such devotion by the establishment of a philanthropic Foundation bearing their name; NOW, therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: Foundation established There is hereby established a non-profit corporation to be known as the Jules and Paul-Émile Léger Foundation, in this Act referred to as the “Foundation”. Objects The objects of the Foundation are to relieve sickness and hunger and to provide assistance to all in need including orphans, lepers, the aged, the handicapped and the ill-treated; to support and establish hospitals, rehabilitation centres, refuges and other similar institutions; to support persons and organizations with objects similar to its own; to organize, promote and participate in fund raising drives for itself and for persons and organizations with objects similar to its own; to solicit and receive gifts, legacies and grants; and generally, to organize, promote, coordinate and support, both morally and financially, in Canada and elsewhere, all educational, religious, philanthropic and benevolent charities, causes and activities. Religious beliefs The Foundation shall pursue its objects without regard to the religious beliefs of those who may benefit thereby. Borrowing powers The Foundation may, in furtherance of its objects, borrow money on the credit of the Foundation; issue, reissue, sell or pledge debt obligations of the Foundation; and subject to the terms, if any, under which the property was acquired, create any security interest in, or hypothecate, all or any property of the Foundation, owned or subsequently acquired, to secure any obligation of the Foundation. Investments The Foundation may, in furtherance of its objects, invest the funds of the Foundation in any manner it deems suitable. Works or undertaking necessary for objects The Foundation may acquire, establish and manage any charitable or benevolent work or undertaking necessary for its objects. Incidental powers The Foundation may do any act or thing that is incidental to or may be conducive to the attainment of its objects. Capacity of Foundation Subject to this Act, the Foundation has the capacity of a natural person. Idem The Foundation may carry on its activities throughout Canada. Extraterritorial capacity The Foundation has the capacity to carry on its activities and affairs and to exercise its powers in any jurisdiction outside Canada to the extent that the laws of such jurisdiction permit. Head office The head office of the Foundation shall be in the City of Montreal or at such other place in Canada as the board of directors may determine. Notice Notice of every change of location of the head office of the Foundation shall be published in the Canada Gazette. First members The first members of the Foundation are Robert Comtois, Victor Goldbloom, Fernand Legault, Robert Morin, Jean Roquet and Marcel Vincent, all of the City of Montreal, and John W. Pickersgill, Guy Roberge and Maxwell Yalden, all of the City of Ottawa. First directors The persons mentioned in subsection (1) shall be the first directors of the Foundation until other directors are elected in their stead at a general meeting of the members to be held within three months after the coming into force of this section. [Note: Section 10 in force on assent December 18, 1981.] Eligibility for election The first directors are eligible for election at the meeting referred to in subsection (2). Board of directors The affairs of the Foundation shall be managed by a board of directors consisting of not less than five and not more than twenty members of the Foundation. Election of directors The directors of the Foundation shall be elected at a general meeting of the members. Re-election A director whose term of office has expired is eligible for re-election. Officers The President and other officers of the Foundation shall be elected by and from among the directors as soon as is practicable after the meeting at which the directors were elected. Honorary presidents Paul-Émile Léger and Gabrielle Léger shall be lifetime honorary co-presidents of the Foundation and every subsidiary corporation incorporated pursuant to subsection 17(1). Power to make by-laws The board of directors may make by-laws providing for the election of directors and their term of office; providing for the appointment, the remuneration and expenses and the functions and duties of the officers and employees, and agents or mandataries, of the Foundation; providing for the establishment and the operations of an executive committee and special committees; providing for different classes of members, the qualifications of members, the fees and dues payable by members and the rights and obligations of members; regulating the exercise of the powers of subsidiary corporations incorporated pursuant to subsection 17(1), the nomination of their members and the election of their directors; and generally, for the conduct of the activities and affairs of the Foundation. By-law to be sanctioned No by-law of the Foundation is valid or shall be acted on until it is sanctioned at a general meeting of the members by at least two-thirds of those present and entitled to vote thereat. Subsidiary corporations On petition by the Foundation, the Minister of Consumer and Corporate Affairs may, subject to such conditions as may be set out in the petition, issue under his seal of office letters patent of incorporation constituting subsidiary corporations for the purpose of carrying out one or more of the Foundation’s objects. Notice of the issuance of letters patent pursuant to subsection (1) shall be published in the Canada Gazette. Contents of petition A petition for a subsidiary corporation shall set out the proposed name of the corporation, its objects, the powers of the Foundation it is to possess and the place where its head office is to be situated. Every petition for a subsidiary corporation shall be accompanied by a copy of any by-law of the Foundation regulating the exercise of the subsidiary corporation’s powers, the nomination of its members and the election of its directors. Supplementary letters patent On petition by a subsidiary corporation, and with the approval of the Foundation, the Minister of Consumer and Corporate Affairs may issue under his seal of office supplementary letters patent to amend, vary or modify the objects or powers of the subsidiary corporation, but no supplementary letters patent issued pursuant to this subsection shall authorize the subsidiary corporation to pursue any object that the Foundation is not authorized to pursue. Notice of the issuance of supplementary letters patent pursuant to subsection (1) shall be published in the Canada Gazette. Application Sections 3 and 21 of this Act and Part 19 of the Canada Not-for-profit Corporations Act apply, with any modifications that the circumstances require, to every subsidiary corporation incorporated under subsection 17(1). Income revenues and profits Subject to any by-law of the Foundation providing for the remuneration of officers and employees, and agents or mandataries, of the Foundation, any profits or accretions to the value of the property of the Foundation shall be used to further the activities of the Foundation, and no part of the property or profits of the Foundation may be distributed, directly or indirectly, to any member of the Foundation. Dissolution On petition therefor by the Foundation and in the manner specified in the petition, the Minister of Consumer and Corporate Affairs may dissolve the Foundation or any subsidiary corporation. Property of subsidiary corporation In the event of the dissolution of a subsidiary corporation, any property of the subsidiary corporation that remains after the payment of its debts and liabilities or after the making of an adequate provision for the payment of its debts and liabilities shall be transferred to the Foundation. Property of the Foundation In the event of the dissolution of the Foundation, any property of the Foundation that remains after the payment of its debts and liabilities or after the making of an adequate provision for the payment of its debts and liabilities shall be transferred to the Procurer of the Roman Catholic Diocese of Montréal to be used for philanthropic purposes. Notice of every dissolution pursuant to subsection (1) shall be published in the Canada Gazette.