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BILL NO. 3





Private Bill




5th Session, 56th General Assembly
Nova Scotia
46 Elizabeth II, 1997




An Act to Continue

The Ardnamurchan Club





CHAPTER 12
ACTS OF 1997




The Honourable Allister Surette
Argyle




AS ASSENTED TO BY THE LIEUTENANT GOVERNOR
MAY 9, 1997




Halifax
Printed by Queen s Printer for Nova Scotia







An Act to Continue

The Ardnamurchan Club





Be it enacted by the Governor and Assembly as follows:

1 This Act may be cited as the Ardnamurchan Club Act.

2 In this Act,

(a) "Association" means The Ardnamurchan Club;

(b) "Board of Governors" means the Board of Governors of the Association;

(c) "certificate of contribution" means a Certificate of Contribution to which Section 7 of Chapter 116 of the Acts of 1910 applies.

3 The Ardnamurchan Club, incorporated by Chapter 116, is hereby continued as a body corporate under the name The Ardnamurchan Club.

4 The objects of the Association are to cultivate and strengthen the ties of consanguinity and affection uniting its members.

5 (1) The membership of the Association consists of

(a) each person who is a natural or legally adopted descendant of the founder of the Association, Mary F. Cox;

(b) each person who is married to a natural or legally adopted descendant of Mary F. Cox so long as such person remains married to such descendant; and

(c) each person who is a widow or widower of a natural or legally adopted descendant of Mary F. Cox, so long as such person remains unmarried.

(2) A member of the Association who is under the age of nineteen years is a non-voting member.

6 (1) The Association may exercise such powers and carry on such activities as are necessary or conducive to achieving its objects and, without restricting the generality of the foregoing, may

(a) receive, acquire, take and hold real and personal property and, subject to subsection (2), sell, lease or otherwise dispose of real and personal property;

(b) levy on its members dues in such amount as may be determined by the by-laws of the Association and collect such dues as if they were a debt owing to the Association by the member on whom the dues are levied or in such manner as may be determined by the by-laws;

(c) make such by-laws as are necessary or conducive to the attaining of its objects and, without restricting the generality of the foregoing, make by-laws

(i) establishing the circumstances under which a member may be suspended or expelled from membership in the Association and the manner in which the suspension or expulsion is carried out,

(ii) respecting the procedure to be followed at meetings of the members of the Association, the Board of Governors, the officers of the Association and the trustees of the Association and the notice required for convening such meetings.

(2) The Association may not sell, lease or otherwise dispose of its property except with the consent of two thirds of the voting members of the Association and two thirds of the holders of the aggregate of the face amounts of all outstanding certificates of contribution.

(3) The proceeds of the sale of any real property of the Association may only be used for

(a) the purchase by the Association of certificates of contribution; or

(b) investment in interest-bearing securities.

(4) Income from interest-bearing securities purchased in accordance with subsection (3) shall only be used to

(a) defray the expenses of the Association; or

(b) with the consent of the holders of two thirds of the aggregate of the face amounts of all outstanding certificates of contribution, purchase either real or personal property for the purposes of the Association.

7 (1) There shall be a Board of Governors of the Association consisting of the officers of the Association and the trustees of the Association.

(2) The management and control of the affairs of the Association is vested in the Board of Governors and the Board of Governors may exercise the powers of the Association.

(3) A vacancy on the Board of Governors does not impair the ability of the remaining members to act. 8 (1) The officers of the Association are the President, the Vice-president, the Secretary and the Treasurer, elected by the voting members of the Association.

(2) Notwithstanding subsection (1), there may be more than one Vice-president and one or more Assistant Secretaries and Assistant Treasurers elected by the voting members of the Association from their number, if the voting members so determine.

(3) The officers, acting as a committee of the Board of Governors, are responsible for operating the Association and its facilities except the endowment fund of the Association.

(4) Each officer of the Association holds office from the time that officer is elected at an annual meeting of the Association until that officer s successor is elected at an annual meeting of the Association.

(5) A person may be re-elected as an officer of the Association.

(6) Where a person ceases to be an officer of the Association before that person s term of office expires, the voting members of the Association may elect another person to serve in the office for the unexpired portion of the term.

(7) A vacancy in an office does not impair the ability of the remaining officers to act.

9 (1) There shall be three trustees of the Association, two of whom are elected by the holders of all outstanding certificates of contribution and one of whom is elected by the voting members of the Association.

(2) The trustees of the Association, acting as a committee of the Board of Governors, are responsible for the administration of the endowment fund of the Association.

(3) Each trustee of the Association holds the office of trustee from the time that trustee is elected at an annual meeting of the Association until that trustee s successor is elected at an annual meeting of the Association.

(4) A person may be re-elected as a trustee of the Association.

(5) Where a person ceases to be a trustee of the Association, the persons who elected that trustee may elect another person to serve as a trustee for the unexpired portion of the term.

(6) A vacancy in the office of trustee does not impair the ability of the remaining trustees to act.

10 (1) The Association shall not issue any certificate of contribution after the coming into force of this Act.

(2) Notwithstanding the Companies Winding Up Act, on a dissolution or winding up of the Association, each person who is the holder of a certificate of contribution is entitled to a proportionate share of the proceeds of the liquidation of the property of the Association, such proportionate share being the same proportion that the face amount of the certificate of contribution bears to the aggregate of the face amounts of all the certificates of contribution outstanding at the time of the liquidation.

(3) A certificate of contribution shall not be sold or transferred except to the Association or to a member of the Association.

(4) A certificate of contribution is transferable only on the books of the Association.

(5) A person may not sell or transfer a certificate of contribution unless that person first offers to sell the certificate of contribution at its face value to the Association and the Association declines to purchase it.

(6) Except in the event of a dissolution or winding up of the Association, certificates of contribution purchased by the Association shall not be deemed to be outstanding or voted for any purpose.

(7) In the event of a dissolution or winding up of the Association each certificate of contribution purchased by the Association shall be deemed outstanding at the time of the liquidation and each member of the Association shall be deemed the holder of the proportion of the aggregate amount of the certificate of contribution as one bears to the total number of members of the Association at the time of liquidation.

11 (1) Notwithstanding anything in this Act, the first Board of Governors of the Association consists of those persons who were, immediately prior to the coming into force of this Act, the officers and trustees of The Ardnamurchan Club.

(2) Within eleven months after the coming into force of this Act, the Board of Governors shall convene a meeting of the members of the Association.

(3) The Board of Governors shall convene an annual meeting of the members of the Association to meet once during each calendar year after the calendar year during which this Act comes into force.

(4) At each meeting convened in accordance with subsection (2) or (3), there shall be elected by the voting members from their number the officers and trustees of the Association and such other business shall be transacted at the meeting as is set out in the notice convening the meeting.

(5) Each by-law of The Ardnamurchan Club that was in force immediately prior to the coming into force of this Act is a by-law of the Association until it is amended, repealed or replaced by a new by-law pursuant to this Act.

12 Chapter 116 is repealed.