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BILL NO. 14


Private Bill


6th Session, 56th General Assembly

Nova Scotia

46 Elizabeth II, 1997





An Act to Enable Congregations

and Other Unincorporated Bodies of the

Christian Churches, the Churches of Christ

and the Disciples of Christ to Incorporate






The Honourable Francene J. Cosman

Bedford-Fall River







Halifax

Printed by Queens Printer for Nova Scotia





An Act to Enable Congregations

and Other Unincorporated Bodies of the

Christian Churches, the Churches of Christ

and the Disciples of Christ to Incorporate



Be it enacted by the Governor and Assembly as follows:


1 This Act may be cited as the Christian Churches, Churches of Christ and Disciples of Christ Incorporation Act.


2 Any one or more congregations, associations, committees, boards, societies, conventions, foundations or other groups of individuals that are part of or associated with the Christian Churches, the Churches of Christ or the Disciples of Christ may, in accordance with this Act, constitute themselves as a body corporate.


3 (1) In order to incorporate pursuant to this Act, a group of individuals shall


(a) convene a meeting in accordance with this Act and, at that meeting, pass, by a majority vote of the individuals present at that meeting, a resolution


(i) declaring that the group wishes to be constituted as a body corporate pursuant to this Act, and


(ii) stating what the name of the corporation will be, as provided by Section 4, the location of the head office or the principal address of the corporation and the objects of the corporation; and


(b) publish the resolution in accordance with subsection (3).


(2) A meeting held pursuant to subsection (1) shall


(a) where the group of individuals wishing to incorporate is a congregation, be convened by making an announcement to the congregation at three consecutive weekly meetings of the congregation, stating the time, place and purpose of the meeting; or


(b) where the group of individuals is not a congregation, be convened by giving each individual who is a member of the group a written notice stating the time, place and purpose of the meeting at least three weeks before the meeting.


(3) In order to comply with clause (1)(b), the full text of the resolution, including a certificate signed by the chair of the meeting at which the resolution was passed that the resolution is a true copy of a resolution passed by a majority of those present at the meeting, shall be published by one insertion in the Royal Gazette.


4 Where a resolution passed pursuant to this Act by a group of individuals is published in accordance with subsection 3(3), the group of individuals is a corporation consisting of each member of that group as long as that individual is, according to the by-laws of the corporation, a member of the corporation, together with such other persons who become members of the corporation in accordance with those by-laws, and


(a) where the group of individuals was a congregation, the name of the corporation consists of the name of the town, village or community in which, or near to which, or the name of the street on which, or near to which or the name of any geographic area in which, or near to which the head office of the corporation is located immediately followed by "Christian Church", "Church of Christ", "Church of Christ (Disciples)", Christian Church (Disciples)" or "Christian Church (Disciples of Christ)"; or


(b) where the group of individuals was not a congregation, the name of the corporation is the name of the corporation that appears in the resolution as long as the name is not identical with that of any subsisting incorporated company, society or association, or the name does not so nearly resemble such a name as to be calculated to deceive or is in the opinion of the Registrar of Joint Stock Companies objectionable for any other reason.


5 (1) A corporation incorporated pursuant to this Act has, subject to this Act, all the powers of a natural person including, without restricting the generality of the foregoing, the power to make by-laws that are necessary or conducive to attaining its objects and exercising its powers and, in particular, to make by-laws


(a) setting out the rights and obligations of its members, the terms and conditions under which an individual may become a member of the corporation and the circumstances under which an individual ceases to be a member of the corporation;


(b) providing for the election or appointment of a board of directors or board of trustees of the corporation, the vesting of any powers of the corporation in the board of directors or the board of trustees and respecting the manner and the circumstances under which such powers may be exercised by the board;


(c) respecting the manner in which meetings of the board or members of the corporation are to be convened and held, with power to provide for the manner of notice, including notice by electronic means and with power to provide for the conduct of meetings of the board or of the members by electronic means;


(d) providing for its internal management, including appointment and remuneration of its auditors, determining its fiscal periods and changing its head office or principal address.


(2) A corporation incorporated pursuant to this Act may not alienate, encumber or in any way deal with its real or personal property unless it is authorized to do so by a resolution passed by at least three quarters of the members of the corporation present at a meeting convened by giving thirty days' notice to each member setting out the time, place and purpose of the meeting.


(3) Notwithstanding subsection (2), the corporation may, by by-law, authorize its board of directors or board of trustees to carry out any transaction or class of transactions to which subsection (2) applies without the resolution required by subsection (2).


(4) Any body corporate that is part of or associated with the Christian Churches, the Churches of Christ or the Disciples of Christ may become a corporation incorporated in accordance with this Act, as if that body corporate was an unincorporated body.


(5) Upon the passage by the members of a body corporate referred to in subsection (4) of a resolution, the filing of a true copy of the resolution in the office of the Registrar of Joint Stock Companies, where the body corporate is incorporated pursuant to the Societies Act and the publication of the resolution in accordance with this Act, that body corporate is and is deemed to be incorporated pursuant to this Act and the enactment that created that body corporate, or pursuant to which that body corporate was created, ceases to apply to that body corporate upon that body corporate becoming a corporation incorporated pursuant to this Act, and the name of the body corporate is the same as it was immediately prior to the body corporate becoming a corporation incorporated pursuant to this Act.


6 (1) Immediately after the incorporation pursuant to this Act of a previously unincorporated body,


(a) all the property and rights of the previously unincorporated body are the property and rights of the corporation; and


(b) all the obligations and liabilities of the previously unincorporated body are the obligations and liabilities of the corporation.


(2) For greater certainty, nothing in subsection (1) affects any property or right or any obligation or liability of an individual other than any property, right, obligation or liability that the individual has by reason only of being a member of the unincorporated body.


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