Bill 21 - Rothesay Netherwood School Act

Bill 21

Rothesay Netherwood School Act

WHEREAS the Diocesan Council of the Synod of Fredericton and The Rothesay Collegiate School pray that it be enacted as hereinafter set forth;

THEREFORE, Her Majesty, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

Definitions

1 The following definitions apply in this Act, unless the context otherwise requires.

“annual meeting” means the annual meeting of Governors. (assemblée annuelle)

“Bishop” means the person holding the office of The Bishop of Fredericton as defined in the Anglican Church Act, 2003. (évêque)

“Board” and “Board of Directors” means the Board of Directors of the Corporation constituted under section 3. (conseil)

“Body Corporate” means the body corporate created under the name of The Rothesay Collegiate School by chapter 63 of the Acts of New Brunswick, 1930. (personne morale)

“by-law” means a by-law of the Corporation. (règlement administratif)

“Corporation” means the Body Corporate continued under section 2. (corporation)

“Governors” means the members of the Corporation as constituted under section 10. (gouverneurs)

“School” means the Rothesay Netherwood School operated by the Corporation. (école)

Body Corporate Continued

2 The Body Corporate incorporated by chapter 63 of the Acts of New Brunswick, 1930, and amended by chapter 96 of the Acts of New Brunswick, 1963, is hereby continued as a body corporate and politic without share capital under the name “Rothesay Netherwood School” with, subject to this Act, all of the capacity, rights, powers and privileges of a natural person.

Board of Directors of the Corporation

3 There shall be constituted a Board of Directors, consisting of a minimum of 11 and a maximum of 15 directors as determined in accordance with the by-laws, for the purpose of governing, administering and managing or supervising the government, administration and management of the Corporation.

4 The directors of the Corporation shall be elected by the Governors from among their number at the annual meeting in accordance with the by-laws.

5 Directors may hold office for a term expiring not later than the close of the third annual meeting following their election and, subject to the by-laws, retiring directors may be re-elected.

6 The Board of Directors may by resolution make, repeal or amend by-laws to regulate the conduct of the business and affairs of the Corporation provided that no action shall be taken in respect of any by-law made, repealed or amended until ratified by the Governors in accordance with the by-laws.

7 The Board may, from time to time, in such amounts and on such terms as it considers expedient:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell or pledge debt obligations of the Corporation;

(c) charge, mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired, moveable or immovable property of the Corporation, to secure any debt obligation or any money borrowed or other debt or liability of the Corporation; or

(d) give a guarantee on behalf of the Corporation to secure performance of an obligation of another person.

8 Every director and officer of the Corporation in exercising their powers and discharging their duties shall:

(a) act honestly and in good faith with a view to the best interests of the Corporation; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

9 The first directors of the Corporation shall be those members of the executive committee of the board of governors of the Body Corporate as constituted on the day this Act comes into force for a term of office equal to their respective unexpired terms in such capacity.

Governors of the Corporation

10 The members of the Corporation shall consist of up to 40 Governors elected or appointed in accordance with this Act, for such time and as otherwise provided in the by-laws.

11 A maximum of six Governors, at any time, shall be appointed by the Bishop.

12 A maximum of 34 Governors, at any time, shall be elected by the Governors at the annual meeting.

13 In the event of a vacancy caused by the death, resignation or inability to act of any Governor, such vacancy may be filled in the manner specified in section 11 if such Governor was appointed thereunder, or section 12 if such Governor was elected thereunder, as the case may be.

14 The Governors shall not, as such, be liable or otherwise responsible for any act, default, liability, or obligation of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.

15 The first Governors shall be those members of the board of governors of the Body Corporate as constituted on the day this Act comes into force for a term equal to their respective unexpired terms of such office.

Visitor

16 The Bishop shall be the visitor to the School in relation to the religious and liturgical activities of the School.

Meetings

17 Meetings of Governors may be called and held as stipulated in the by-laws provided that there shall be an annual meeting in each calendar year to receive and consider the financial statements of the Corporation and the auditor's report thereon, elect directors, appoint an auditor and conduct such other business as may be properly brought before the annual meeting.

18 Each of the following matters shall require the prior adoption of a by-law approved by the votes of Governors representing at least two-thirds of the votes cast at a meeting of Governors duly called for considering the same:

(a) the sale, lease or exchange of all or substantially all of the property of the Corporation;

(b) the amalgamation of the Corporation or the School with any other Corporation or entity; or

Transitional

19 On the date on which the Body Corporate was continued under this Act:

(a) this Act is deemed to be the Act pursuant to which the Corporation was incorporated;

(b) the Corporation possesses all the property, rights, privileges and franchises and is subject to all the liabilities, including civil, criminal and administrative, and all contracts, disabilities and debts of the Body Corporate;

(c) a conviction against, or a ruling, order or judgment in favour of or against, the Body Corporate may be enforced by or against the Corporation;

(d) the Corporation shall be deemed to be a party plaintiff or party defendant, as the case may be, in any civil action commenced by or against the Body Corporate; and

(e) all the rights, powers, authority and privileges of the Body Corporate under any will, codicil or other testamentary document or under any trust, trust deed, deed, mortgage, lease, contract, agreement, enactment, judgment, law, decree, order or other document are vested in and exercisable by the Corporation.

Repeal

20 An Act to Incorporate the Rothesay Collegiate School, chapter 63 of the Acts of New Brunswick, 1930, is repealed.