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Copyright © 2000: Queens Printer,
Statutes of Newfoundland 1996
AN ACT TO ESTABLISH THE MEMORIAL
(Assented to June 18, 1996)
1. Short title
3. Foundation established
4. Crown agent
5. Board of Trustees
7. Purpose and power
10. Investment counsel
11. Property and investments
14. Financial year
16. Exemption from property taxes
Be it enacted by the Lieutenant-Governor and House of Assembly in Legislative Session convened, as follows:
1. This Act may be cited as the Memorial University Foundation Act.
2. In this Act
(a) "board" means the Board of Trustees established under section 5;
(b) "foundation" means the Memorial University Foundation established under section 3;
(c) "minister" means the minister appointed under the Executive Council Act to administer this Act;
(d) "trustee" means a trustee appointed under section 5; and
(e) "university" means the Memorial University of Newfoundland.
3. (1) There is established the Memorial University Foundation.
(2) The foundation is a corporation.
4. The foundation is an agent of the Crown.
Board of Trustees
5. (1) The foundation shall consist of a board of 5 trustees who shall be appointed by the Lieutenant-Governor in Council.
(2) Two of the trustees appointed under subsection (1) shall be selected from a list of nominees submitted by the university.
(3) A trustee shall be appointed for a term of 3 years and continues to hold office until a new trustee is appointed under this section.
(4) A trustee may be reappointed for a further term but shall not be a trustee for more than 6 consecutive years.
(5) Notwithstanding subsection (3), of the trustees first appointed under subsection (1)
(a) 3 shall be appointed for a term of 3 years; and
(b) 2 shall be appointed for a term of 2 years,
and from then on each trustee shall be appointed for a term of 3 years.
(6) The Lieutenant-Governor in Council may appoint a person to fill a vacant trustee position and that person shall be appointed to hold office for the remainder of the term of office of the trustee being replaced.
(7) Trustees shall serve without remuneration but are entitled to receive payment in respect of travelling and other expenses necessarily incurred by them in the discharge of their duties under this Act.
(8) The Lieutenant-Governor in Council shall designate the chairperson of the board.
(9) A vacancy in the trustee membership of the board shall not impair the power of the remaining trustees to act.
(10) The board may in its by-laws
(a) determine its own procedure;
(b) provide for the regulation and conduct of its meetings; and
(c) elect an acting chairperson in the absence of the chairperson.
6. (1) The capital of the foundation is one share with a par value of $100.
(2) The share in the foundation shall be issued to and registered in the name of the minister responsible for the finances of the province and shall be held by him or her on behalf of the Crown.
Purpose and power
7. (1) The purpose of the foundation is
(a) to develop, foster and encourage public knowledge and awareness of the university and the benefits to the people of the province in connection with the university;
(b) to encourage, facilitate and carry out programs and activities that will directly or indirectly increase the financial support of, or confer a benefit on the foundation for the support of the university and programs in which the university is involved; and
(c) to provide grants and real and personal property to the university to support and promote the educational and research activities of the university.
(2) The foundation may receive, manage and invest funds and property of every kind for the establishment, operation and maintenance of the foundation and to further the purposes of the foundation.
8. (1) The board may make by-laws
(a) respecting the criteria on which grants and real and personal property may be provided to the university;
(b) governing the administration of the foundation's fund; and
(c) respecting the general administration and procedure of the foundation and the board.
(2) A by-law made under paragraphs (1)(a) and (b) is not effective until it is approved by the minister.
(3) Notwithstanding subsection (1), the Lieutenant-Governor in Council may make regulations respecting the by-laws of the foundation and by-laws made under this section shall be subject to those regulations.
9. A trustee shall not be personally liable for loss or damage suffered by a person as a result of anything done or omitted to be done by the trustee in good faith in the exercise of a power under this Act.
10. (1) The board may employ the services of investment counsel and fix their remuneration.
(2) Investments or reinvestments shall be made under the direction of the board or by the investment counsel with the approval of the board.
Property and investments
11. (1) The board may invest trust money and property and alter those investments as it thinks appropriate, subject to the
(a) general law governing trustees; and
(b) provisions of a will, trust deed or other document governing a special trust.
(2) Notwithstanding subsection (1), the board may, subject to the terms of a will, trust deed or other document governing a special trust invest in other securities and property on terms and conditions that are approved for the purpose by the Lieutenant-Governor in Council.
(3) Nothing in this section prevents the board from holding a type of bond, debenture, stock, share or other investment donated or bequeathed to it or from carrying out the terms of a deed of trust.
12. (1) The board shall establish a fund in the name of the foundation.
(2) Money received by the foundation from any source shall be deposited into the fund.
(3) The income of the fund accrues to and forms part of the fund.
(4) Expenditures and grants made by the board shall be paid out from the fund of the foundation.
13. (1) The board may determine by resolution the manner in which the funds and property of the foundation available in each year shall be used and distributed for the benefit of the university, and its programs, faculty and students, and shall, in making that determination, be governed by the provisions of a gift, devise, bequest or trust.
(2) Where, in the opinion of the board, the directions, terms or trusts imposed by a donor, settlor, transferor or testator are no longer in the best interests of the foundation, the board may apply to a judge of the Trial Division for an order authorizing a variation of the directions, terms or trusts that the judge, having the intent of the donor, settlor, transferor or testator in mind, considers will better further both that intent and the best interests of the foundation.
(3) An application made under subsection (2) shall be served on, and the hearing attended by, all persons interested in the application, or on or by those persons that the judge considers appropriate.
(4) The costs of the application shall be in the discretion of the judge.
(5) The foundation as trustee acting on the opinion, advice or direction given by the judge following an application under subsection (2) shall be considered in regard to its responsibility, to have discharged its duty as a trustee in the matter of the application, but this section does not indemnify the foundation where it is guilty of fraud, wilful concealment or misrepresentation in obtaining the opinion, advice or direction.
14. The financial year of the foundation begins on April 1 in each year and ends on March 31 in the following year.
15. The board may appoint officers and employees it considers necessary and may by resolution determine the terms and conditions of their employment.
Exemption from property taxes
16. Property vested in the foundation is exempt from taxation under the Municipalities Act, the City of Corner Brook Act, the City of Mount Pearl Act and the City of St. John's Act provided the property is being used for the purpose of education in connection with a program operated by the university.
17. (1) The board shall, at the end of each fiscal year, prepare and submit to the minister an annual report that includes its audited financial statements and other statements and reports that the minister may require.
(2) The minister shall table a copy of the annual report before the House of Assembly if it is sitting and, if it is not sitting, within 30 days after the commencement of the next sitting.
(3) The report referred to in subsection (1) shall be signed by the chairperson and one other member of the board.
18. The Lieutenant-Governor in Council may make regulations
(a) respecting the by-laws of the foundation;
(b) respecting the powers of the foundation;
(c) respecting the investment of the foundation's fund; and
(d) respecting the winding-up of the foundation.
19. This Act expires on a day to be proclaimed by the Lieutenant-Governor in Council.
20. This Act comes into force on a day to be proclaimed by the Lieutenant-Governor in Council.
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