3 GEORGE VI.

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CHAP. 64.

An Act to incorporate The Trustee Board of the Presbyterian Church in Canada.

[Assented to 5th April, 1939.]

WHEREAS by an Act passed by the Parliament of Canada, being chapter sixty-five of the statutes of Canada, 1939, it is provided that congregations, members and adherents of The Presbyterian Church in Canada who did not on the tenth day of June, 1925, become part of the United Church of Canada and those persons who since that date had joined or might after the passing of the said Act join with them as members or adherents might use the name "Presbyterian Church in Canada" but that such use should be without prejudice to the rights and powers of the United Church of Canada as set forth in the said Act; and

Whereas The Presbyterian Church in Canada as defined in section one of this Act has by petition represented that it desires to have incorporated a trustee board to acquire, take, hold and deal with real and personal property, and it is expedient to grant the prayer of the said petition: Therefore His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:-

1. The words "The Presbyterian Church in Canada" occurring in this Act subsequent to this section mean and include only the congregations, members and adherents of The Presbyterian Church in Canada who did not on the tenth day of June, 1925, become part of the United Church of Canada, and those persons who have since that date joined or may hereafter join with them as members or adherents.

2. John Forbes Michie, merchant, Gilbert Laurie Sutherland, real estate broker, Ernest William McNeill, manager, John Andrew McLeod, banker, James Wilson, clergyman, and John Gibson Inkster, clergyman, all of the city of Toronto in the province of Ontario, and William Barclay, clergyman, of the city of Hamilton in the said province of Ontario, and their successors to be appointed from time to time as hereinafter provided, shall be and they are hereby constituted a body politic and corporate by the name of "The Trustee Board of the Presbyterian Church in Canada," and the said body politic and corporate is hereinafter in this Act referred to as "the Board."

3. The Board shall have and use a common seal and may from time to time change, alter, or make new, such seal, as the Board make think fit.

4. (1) The Board shall from time to time elect a chairman who shall preside at all meetings at which he is present. In case of the absence of the chairman from any meeting the members of the Board then present shall elect a chairman for that meeting.
(2) Meetings of the Board may be held at such place or places and at such dates or times as may be decided by the Board from time to time, and the business at such meetings shall be dealt with in such order and in such manner as the Board shall from time to time prescribe.
(3) Three members of the Board shall form a quorum and questions arising at any meeting shall be decided by a majority of votes. Each member of the Board including the chairman shall have one vote only.

5. The Board shall at all times hereafter be entitled to purchase, lease, acquire, have, take, hold, receive and enjoy, all or any property, real and personal whatsoever in the most full and ample manner that may be allowed by law.

6. Save as otherwise provided in this Act, all gifts, devises, deeds, conveyances, transfers or leases of any real property or of any interest therein and all gifts, bequests, assignments or transfers of any personal property or of any interest therein which have been or shall hereafter be made to or intended for, The Presbyterian Church in Canada or any of the trusts in connection with the said church, or any of the institutions, organizations, schemes or funds of the said church shall vest in the board as fully and effectually as if any such gift, devise, deed, conveyance, transfer, lease, bequest or assignment had been made to the Board and shall be held and administered by the Board for the general benefit of the said church, unless intended for the specific benefit of any trust, institution, organization, scheme, or fund of the said church when the same shall be held and administered by the Board for such specific benefit; but nothing in this Act contained shall vest in the board any real or personal property or any interest therein which the Board shall decide not to accept.

7. All property, real and personal, which shall be vested in or held by the Board for any general or special purposes or trusts of or in any way connected with The Presbyterian Church in Canada shall be held for the purposes and trusts, and with, under and subject to the same powers and provisions, as are in force or declared under any deed, instrument or statute affecting such property respectively.

8. Save as otherwise provided in this Act, every person in whom any property, real or personal, or any interest therein, shall have become vested heretofore, or shall become vested from time to time hereafter, by statute, or by order of a commission, or by gift, devise, deed, conveyance, transfer, lease, bequest, or assignment, or in any other manner, upon trust for The Presbyterian Church in Canada, or any of the trusts in connection with the said church, or any of the institutions, organizations, schemes or funds of the said church, shall, upon the request of the Board and at the Board's expense, forthwith assign, convey or otherwise transfer such property or interest therein to the Board, and shall sign and execute all such deeds and instruments, and do all such acts, as may be necessary for that purpose.

9. When any property, real or personal, or any interest therein, shall have been assigned, conveyed or otherwise transferred to the Board as aforesaid all rights, powers, and liabilities of the person or persons in whom the same was theretofore vested shall cease and determine and he or they shall thenceforth be wholly released and discharged from the performance of the trusts and the exercise of the rights, powers or duties, previously imposed upon or exercisable by him or them: Provided that nothing herein shall be deemed to prevent any such person from being called on to account for any moneys received or expended, or for the doing or non-performance of any act, matter, or thing in relation to the trust, prior to the assignment, conveyance or transfer of such property as aforesaid.

10. All contracts of every kind in existence at the date of the incorporation of the Board under this Act, and which could be enforced by or against the trustees of any property affected by the operation of this Act, or any committee or other persons or body in whom any such property may have been vested at the date aforesaid, and all rights, remedies, and powers in existence or which may afterwards exist or arise upon or in respect of any such contract or in relation thereto, shall be exercised and enforced only by or against the Board.

11. The Board shall at all times on the request of the General Assembly of The Presbyterian Church in Canada, or on the request of the Board of Administration of The Presbyterian Church in Canada, or other board or committee which may from time to time be charged with the management of the trusts, institutions, organizations, schemes and funds, respectively, of The Presbyterian Church in Canada, pay the rents, income or produce of any real property or interests therein, and of any personal property, or interests therein, to the treasurer of The Presbyterian Church in Canada for the benefit of the said trusts, institutions, organizations, schemes, and funds respectively, and shall also at the like request sell and convert into money the real property, or interests therein, and the personal property, or interests therein, subject to the trusts on which the same may be held, and shall pay the proceeds of the said sales to the said treasurer for the benefit of the said trusts, institutions, organizations, schemes, and funds respectively: Provided, and it is hereby expressly declared, that no purchaser from the Board shall be bound to see that the said request shall have been made, or to inquire as to the application of the said purchase money, or the regularity of the appointment or proceedings of the Board; and the execution of any grant, deed, conveyance, transfer, lease, assignment, release, discharge, or other instrument, shall be deemed sufficient and conclusive when executed as hereinafter set forth.

12. All purchases, gifts, devises, deeds, conveyances, transfers or leases of lands which may be made for or to The Presbyterian Church in Canada as a site for a church, manse, school, or cemetery, for the use of a congregation not then organized, shall vest in the Board in trust to convey the same to the trustees of such congregation when it shall have been organized under the sanction of the presbytery within the bounds of which it is situate, or in default of such organization in trust to sell the same and pay the proceeds of such sale to the treasurer of The Presbyterian Church in Canada, for such trusts, institutions, organizations, schemes or funds thereof as may be determined from time to time by the General Assembly of the said church.

13. All lands and premises and personal property and assets which have been, or shall hereafter at any time, be held by any trustee or trustees for any congregation of The Presbyterian Church in Canada which shall have ceased to exist shall vest in the Board upon trust to sell, get in and realize the same and to pay the proceeds to the treasurer of The Presbyterian Church in Canada for such trusts, institutions, organizations, schemes or funds thereof as may be determined from time to time by the General Assembly of the said church.

14. Except as provided by sections twelve and thirteen nothing in this Act contained shall affect or apply to the trustees of, or the trust property under, or the administration of, any trusts upon which any property, real or personal, or any interest therein, is now held for the benefit of, or in connection with, any congregation of The Presbyterian Church in Canada under any statute, instrument, will, trust deed or otherwise, or held by such trustees upon any congregational trusts whatsoever, and nothing in this Act contained shall affect or apply to any gift, devise, deed, conveyance, transfer or lease of any real property or any interest therein or any gift, bequest, assignment or transfer of personal property or any interest therein which shall hereafter be made to or intended for the benefit of any congregation of The Presbyterian Church in Canada.

15. In addition to and without in any way limiting the powers exercisable by the Board under this Act or under any other law or statute applicable to it, it is hereby declared that the Board shall possess and may exercise from time to time the following incidental and ancillary powers:-
(a) Power to invest and reinvest or lend moneys in or upon any securities real or personal in which a life insurance company carrying on business in Canada may from time to time invest or lend moneys, and the Board shall have all such rights and remedies for the collection and enforcement or repayment of an investment or loan as any individual would have;
(b) Power to borrow money for its purposes upon its credit and to mortgage, hypothecate or pledge any property, real or personal, vested in or held by it as security for any loan;
(c) Power to make, accept, draw, endorse, and execute bills of exchange, promissory notes, orders for the payment of money, and other negotiable instruments;
(d) Power to receive and hold for the benefit of The Presbyterian Church in Canada, or any of the trusts in connection with the said church, or any of the institutions, or organizations, schemes, or funds, of the said church, sums of money in consideration of the payment during the life of the donor or during any other period, of interest thereon at such rate as may from time to time be agreed upon, or in consideration of the payment of an annuity or annuities to any person or persons in respect thereof. But this power shall not authorize the Board to engage in the business of insurance.

16. No personal liability shall attach to any of the members of the Board for the failure of any investment or security which may be made or taken by the Board as authorized by this Act.

17. All grants, conveyances, deeds, transfers, leases, assignments, releases, discharges and other instruments, shall be made and executed by the Board under its corporate seal, attested by the signatures of any two members of the Board, and when so made and executed shall be sufficient and conclusive.

18. (1) If any member of the Board shall die, or resign his office, or refuse or neglect to act, or shall cease to reside in Canada for more than twelve months in succession, or shall become mentally incompetent, he shall be deemed to have vacated his office as a member of the Board.
(2) In the case of a vacancy or vacancies occurring in the membership of the Board at any time the Board of Administration of The Presbyterian Church in Canada or the Executive Committee thereof may fill any or all of such vacancies and the person or persons so appointed shall hold office until the next meeting of the General Assembly of The Presbyterian Church in Canada and until their successors are appointed. At its next meeting the General Assembly of the said church shall appoint members to fill such vacancies and the members temporarily appointed by the Board of Administration or the Executive Committee thereof shall be eligible for appointment by the said General Assembly.

19. The General Assembly of The Presbyterian Church in Canada may also at any time, by resolution passed by such Assembly, remove any member of the Board from office, without having or alleging any cause for such removal, and may appoint some person as a member of the Board in his place and stead.

20. The Board shall present to the General Assembly of The Presbyterian Church in Canada at each meeting thereof a report in which shall be set forth fully the various money, securities, and property, real and personal, which shall have come into its hands since its last preceding report, and the moneys, securities, and property still held by it, and in which shall also be set forth fully the disposition made by the Board since its last preceding report of any moneys, securities, and property, and the income thereof.

21. The General Assembly of The Presbyterian Church in Canada may from time to time make, amend and repeal by-laws, resolutions, rules and regulations for the government and control of the Board, and may from time to time delegate to the Board of Administration of The Presbyterian Church in Canada, or to the Executive Committee thereof, or to any specially appointed committee thereof, all or any part of its powers as to, and jurisdiction over, the Board. Until the said General Assembly makes by-laws, resolutions, rules or regulations for the government and control of the Board, the Board shall be subject to the government and control of the said Board of Administration.

22. All copies of any by-laws, resolutions, rules or regulations, or any amendments or alterations thereto purporting to be made under the provisions of this Act, purporting to be under the seal of the Board, and to be signed by any two members of the Board, shall be prima facie evidence in all courts of the contents thereof without proof of the authenticity of such seal or signatures.

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OTTAWA: Printed by Joseph Oscar Patenaude, I.S.O., Law Printer to the King's Most Excellent Majesty.