BILL NO. 139

(a) "Congregation" means the Congregation of the Sisters of St. Martha of Antigonish;

(b) "Corporation" means the corporation of the Sisters of Saint Martha constituted and continued by this Act;

(c) "original corporation" means the corporation of the Sisters of Saint Martha constituted by the Chapter 183 of the Acts of 1907, An Act to incorporate the Sisters of Saint Martha;

(d) "qualified donee" has the same meaning as in subsection 248(1) of the Income Tax Act (Canada);

(e) "rule" includes a by-law and regulation.

2 The Corporation consists of the members of the Congregation.

3 The objects of the Corporation are

(a) the relief of poverty, including by

(c) the advancement of religion, including by

(2) The Corporation's powers include the power to

(a) acquire by way of deed, grant, gift, purchase or bequest, devise or otherwise, real and personal property, enter into any agreements, contracts or undertakings incidental thereto, and apply such property to the realization of the objects of the Corporation;

(b) buy, build, own, hold, lease, mortgage, sell or otherwise convey such real and personal property as may be necessary or desirable in the carrying out of the objects of the Corporation;

(c) borrow money and raise or secure the payment of such money by the issue of mortgages, debentures or promissory notes, bonds or otherwise, and enter into any agreements, contracts or undertakings incidental thereto as may be necessary in carrying out the objects of the Corporation;

(d) lend assets and enter into any agreements, contracts or undertakings incidental thereto, and demand, claim and collect by process of law all amounts of money due to the Corporation, if the loans are consistent with the objects of the Corporation and reasonable, prudent and cautious under the circumstances and do not constitute, either directly or indirectly, a conflict of interest;

(e) convey or transfer by way of gift, or sell, mortgage, lease, convey or otherwise dispose of real or personal property without consideration or without full consideration, if the real or personal property is transferred to another religious, educational or charitable corporation, association, foundation, order or entity that the Corporation determines has religious, educational or charitable objects or purposes similar to those of the Corporation;

(f) invest and re-invest the funds of the Corporation in the manner determined by the Corporation;

(g) employ and pay such employees and personnel, maintain such offices and other facilities and incur such reasonable expenses as may be necessary;

(h) draw, make, endorse, execute and issue cheques and other negotiable or transferable instruments;

(i) co-operate, liaise and contract with other charitable organizations, institutions or agencies that carry on objects similar to those of the Corporation;

(j) make, amend and repeal by-laws respecting the conduct, control and management of its affairs and the attainment of its objects and any purpose incidental to its objects;

(k) exercise its operations as a corporation in and outside the Province;

(l) amalgamate with any company or other body of persons; and

(m) do all things ancillary and incidental to the attainment of the objects of the Corporation.

(3) In making investments pursuant to clause (2)(f), the directors are not limited to investments authorized by law for trustees if the investments are reasonable, prudent and cautious under the circumstances and do not constitute, either directly or indirectly, a conflict of interest.

(2) The General Superior, Assistant General Superior and General Councillors elected at a General Chapter of the Congregation are ex officio the President, Vice-president and directors of the Corporation, respectively, and hold office until the next General Chapter of the Congregation.

(3) The General Superior shall, with the consent of the General Council, appoint a General Secretary and a General Treasurer from among the members of the Congregation, who are ex officio the Secretary and the Treasurer of the Corporation, respectively.

(4) The President, Vice-president, Secretary and Treasurer of the Congregation are the officers of the Corporation.

(5) The Corporation shall not pay any remuneration to the members of the Board of Directors for acting in any capacity whatsoever.

10 The Board of Directors may exercise the powers of the Corporation.

(a) the amendment of this Act or the by-laws of the Corporation;

(b) the changing of the method of election or appointment of members of the Board of Directors or officers of the Corporation;

(c) the appointment of the auditor of the Corporation;

(d) the setting of financial policies;

(e) the disposal, transfer or alienation of property owned by the Corporation; or

(f) the dissolution of the Corporation.

18 In the event of the dissolution or winding up of the Corporation, the Board of Directors shall direct to which of the following the Corporation's assets that remain after payment of its liabilities are to be distributed, taking into account the following order of priority:

(a) Sophia Provident Fund Inc.;

(b) a successor to the Congregation that is operating in Canada;

(c) a qualified donee that is operating in Canada and has, in the opinion of the Board of Directors, a mission that is similar to that of the Congregation;

(d) a qualified donee that is operating in Canada.