BILL 27

An Act to Incorporate the Fredericton Community Foundation Inc.

WHEREAS by an Act of the Legislature of the Province of New Brunswick being An Act to Incorporate the Fredericton Foundation Inc., chapter 70 of the Acts of New Brunswick, 1956, the Fredericton Foundation was duly incorporated;

AND WHEREAS the Board of Directors of the Foundation being Richard Clark, Mel McGuigan, Ann Morgan, Lorraine Neill, John Kileel, Walter Vail, William Young and ex officio board members, Alesandro M. DiGiacinto, Q.C., Donna E. Lavigne, and Bruce A. Noble by their petition have represented that it is desirable and in the public interest that this body corporate and politic be continued to receive donations and to maintain, manage, control and use such donations for charitable purposes within New Brunswick;

AND WHEREAS it is desirable to amend the name from the Fredericton Foundation Inc. to the Fredericton Community Foundation Inc.;

AND WHEREAS it is appropriate to revise the legislation by which the Act to Incorporate the Fredericton Foundation Inc. was established;

AND WHEREAS the Fredericton Foundation Inc. prays that it be enacted as hereinafter set forth;

THEREFORE, Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

1 This Act may be cited as "The Fredericton Community Foundation Inc. Act".

2 In this Act, unless the context otherwise requires,

"Board" means the Board of Directors of the Fredericton Community Foundation Inc.;

"Foundation" means the Fredericton Community Foundation Inc.

3 The former Fredericton Foundation Inc. shall now be known as the Fredericton Community Foundation Inc.

4 The Foundation shall not have any members nor issue any share certificates.

5(1) The objects of the Foundation are to receive donations and to maintain, manage, control and use such donations for charitable and public purposes within the City of Fredericton and surrounding areas.

5(2) Without limiting the generality of subsection (1), the objects of the Foundation are to promote educational advancement and scientific or medical research for the increase of human knowledge and the alleviation of human suffering; to better underprivileged or delinquent persons; to provide care for needy men, women and children, and in particular sick, aged, destitute and helpless; and to provide for such other charitable purposes as may in the discretion of the Board appear to contribute to the mental, moral, cultural, and physical or other improvement of the inhabitants of the City of Fredericton and surrounding areas.

6(1) The affairs of the Foundation shall be managed by a Board of Directors, hereinafter called "the Board".

6(2) The Board shall consist of such members who are appointed from time to time in accordance with the procedures set out in the by-laws of the Foundation and shall consist of no fewer than nine (9) and no more than fifteen (15) members.

6(3) Subject to the provisions of subsection (4) below, all members of the Board shall serve without remuneration and shall be appointed for a term of three years.

6(4) The initial Board of Directors shall be comprised of the following individuals who shall serve for the term set out:

(a) Richard Clark for a term of 3 years;

(b) Ann Morgan for a term of 3 years;

(c) John Kileel for a term of 3 years;

(d) William Young for a term of 2 years;

(e) Walter Vail for a term of 2 years;

(f) Lorraine Neill for a term of 1 year;

(g) Alesandro M. DiGiacinto, Q. C. for a term of 1 year;

(h) Donna E. Lavigne for a term of 1 year;

(i) Bruce A. Noble for a term of 1 year.

7(1) The Board may pass by-laws not contrary to this Act to regulate and govern its procedure and the conduct and administration of the affairs of the Foundation.

7(2) Without limiting the generality of subsection (1), the Board may pass by-laws

(a) regulating the calling of and the procedure at meetings of the Board, and fixing the time and place of such meetings,

(b) fixing the quorum of the Board, and

(c) regulating the appointment, functions, powers, duties and removal of officers, directors, servants and agents of the Foundation.

7(3) Any by-law may be repealed or amended by the Board in accordance with such rules or regulations as it may prescribe by by-law.

7(4) Every by-law passed by the Board shall require the approval of the majority of the members of the Board either at a meeting or in writing.

8 The Foundation is hereby empowered:

(a) to receive directly donations of, and hold, control and administer, real and personal property of every kind and description wherever situated;

(b) to receive donations or the benefit of donations indirectly either by way of testamentary disposition or deed of trust or otherwise, and to use and expend or direct the using and expending of real or personal property of every kind and description, wherever situated, or the income therefrom;

(c) except as hereinafter provided, to convert any property at any time and from time to time received and held by or on behalf of the Foundation into any other form and for that purpose to sell or cause and authorize the property to be sold, assigned, transferred, leased, exchanged or otherwise disposed of;

(d) to pass on and entrust to one or more financial institutions recognized as such by federal or provincial government, the custody and management of all or any part of the property at any time and from time to time received or held by the Foundation in such manner and in such proportions as the Board deems proper, and to enter into agreements with such financial institutions with respect thereto;

(e) to direct any financial institutions recognized as such by the federal or provincial government to manage and administer as a single fund and in such manner as the Board deems advisable any one or more donations held by such financial institution for the purposes of the Foundation under any testamentary document or deed of trust or otherwise;

(f) to lease any lands at any time held by the Foundation;

(g) subject to section 8, to apply the net income in each year from all funds held directly or indirectly by it toward such charitable purposes within the City of Fredericton and surrounding areas as it deems advisable;

(h) subject to section 8, to pay, apply and distribute such portion as it deems advisable of the capital of the funds held directly or indirectly by it, to and for such charitable purposes within the City of Fredericton and surrounding areas as it deems advisable;

(i) except as hereinafter provided, to control the management and investment of all its funds; provided that where a third party is specifically appointed as trustee of any fund by any testamentary document or deed of trust or otherwise, such financial institution shall have the physical custody of such fund and, subject to the specific terms of any such document, shall invest and reinvest the same within the general policy of investment laid down by the Board; and provided further that the custody of all securities and the accounting therefor may be entrusted by the Board to one or more financial institutions recognized as such by provincial or federal government and thereupon any such financial institution shall invest and reinvest the same within the general policy of investment laid down by the Board, or as directed by the Board from time to time;

(j) to direct the investment of all its funds, which are to be invested by the Foundation or by any financial institution recognized as such by provincial or federal government or other trustee; provided that the Board may authorize and direct the retention of any specific assets donated, devised or bequeathed to the Foundation by any testamentary document or deed of trust or otherwise for such length of time as the Board in its sole discretion deems advisable notwithstanding that it does not consist of assets in which the Foundation is authorized to invest by this Act and the Foundation and the members of the Board shall under no circumstances be liable, nor shall any financial institution or other trustee acting on the instructions of the Board be liable, for any loss or damage that may be suffered by reason of the retention of any such assets as aforesaid or the investment of any such moneys in accordance with the power and authority given in this clause;

(k) to employ such persons, including financial institutions recognized as such by provincial or federal government, and to take such other action as it deems advisable for the more efficient carrying out of the purposes of the Foundation, and such employees may be paid such reasonable compensation out of, and the Board may charge the expenses of any such other action to, the income or capital, or both, of the funds of the Foundation as the Board deems advisable;

(l) to set aside, or in its discretion to refrain from setting aside, any part of the income received by it from securities taken or purchased as part of the funds of the Foundation at a premium, as a sinking fund to retire or amortize such premium; and to determine in its uncontrolled discretion in respect of all funds of the Foundation what shall be treated as income and what shall be treated as capital as to each respective transaction therein and to charge or apportion any losses or expenses to capital or income as it deems best; and

(m) to comprise, compound and adjust claims in favour of or against the property held or intended to be held by it, upon such terms and conditions as it deems just, expedient and proper.

9 Any form of words is sufficient to constitute a donation for the purposes of this Act so long as the donor indicates an intention to contribute presently or prospectively to the Foundation.

10 The Foundation may accept a donation

(a) notwithstanding that the donor has directed that some portion of the benefit of donation be applied to charitable purposes outside New Brunswick, or

(b) either directly or indirectly subject to a condition that the income or capital or both thereof shall be paid and applied to a specific charitable purpose, either for a specific or an indefinite period of time.

11(1) Subject to subsection (2) and to section 10, all donations made directly or indirectly to the Foundation may be treated for all purposes as a general fund.

11(2) In the case of a donation of twenty-five thousand dollars or more, if the donor requires that such donation be maintained as a separate fund, a separate accounting thereof shall be made and shall be set out in the annual audited report.

11(3) Unless otherwise directed by testamentary document or deed of trust or otherwise, all donations of greater than five hundred dollars shall be publicly acknowledged, in the year following that in which they are made, by being set out in the annual audited report.

11(4) Unless otherwise directed by testamentary document or deed of trust or otherwise, donations from any one person shall be publicly acknowledged in the year following their receipt by being set out in the annual audited report provided that if one person makes more than one donation then only the total of that person's donations, as they may be from time to time, need be shown.

12 Any power conferred on the Foundation by this Act shall not be exercised in respect of any donation in contravention of any express provision to the contrary in the document of trust governing such donation.

13 In the event of the dissolution or winding-up of the Foundation all its remaining assets, after payment of liabilities, shall be distributed to one or more recognized charitable organizations established with similar objects to those of the Foundation and within the greater Fredericton area.

14 An Act to Incorporate the Fredericton Foundation Inc., chapter 70 of the Acts of New Brunswick, 1956, is hereby repealed.