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CEMETERY COMPANIES ACT

CEMETERY COMPANIES ACT

Chapter C‑4

Table of Contents

                1       Definitions

                2       Establishment of cemetery company

                3       Certificate of incorporation

                4       Change of name

                5       List of directors and managers

                6       Appointment of trustees

                7       Appointment of successors to trustees

                8       Registration of transfer

                9       Use of land

              10       Shareholders

              11       Application of proceeds of sale

              12       Eligibility as shareholder

              13       Eligibility as director

              14       Eligibility as member of company

              15       Management

              16       Election of directors

              17       Voting

              18       President

              19       Payment of instalments

              20       Records of bylaws, etc.

              21       Reservations in cemeteries

              22       Disposal of cemetery

              23       Exemption from taxation

              24       Bylaws

              25       Record of regulations and burials

              26       Liability of trustees

              27       Regulations


HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Definitions

1   In this Act,

                                 (a)    “director” includes a trustee, officer, member of an executive committee and any person occupying an equivalent position in the company;

                                 (b)    “Registrar” means Registrar as defined in the Business Corporations Act.

RSA 1980 cC‑3 s1;1981 cB‑15 s284(2)

Establishment of cemetery company

2(1)  Any 7 or more persons who

                                 (a)    have subscribed stock to an amount adequate for the purchase of the land required for a cemetery,

                                 (b)    have executed an application as required by subsection (2) and have filed the application or a duplicate of it in the office of the Registrar,

                                 (c)    have paid to the treasurer of the proposed company 25% of the capital stock intended to be raised, and

                                 (d)    have deposited in the office of the Registrar a certificate of the treasurer that there has been paid to the treasurer 25% of the capital stock intended to be raised,

may form a company for the purpose of establishing one or more public cemeteries outside the limits of a town or village or within the limits of a town or village if permission is given by bylaw of the town or village for the establishment of one or more public cemeteries within its limits.

(2)  Persons desiring to become incorporated under this Act shall make and subscribe an application in the prescribed form and shall transmit the application in duplicate together with a registration fee in the amount prescribed by the regulations to the Registrar.

(3)  The application shall set out the intended corporate name and the purpose for which incorporation is desired and shall be accompanied with documents relating to corporate names that are prescribed by the regulations.

(4)  The Registrar may refuse incorporation for any reason that appears to the Registrar to be sufficient.

(5)  An appeal may, within one month of the date of the decision, be taken to the Lieutenant Governor in Council from a decision given by the Registrar under this section.

RSA 1980 cC‑3 s2;1984 c12 s2

Certificate of incorporation

3(1)  On receipt of the application and compliance with this Act or the regulations or with the directions, if any, given by the Registrar, the Registrar

                                 (a)    may issue under the Registrar’s seal of office a certificate of incorporation, and

                                 (b)    shall at the expense of the applicants publish the certificate with a statement of the objects of the company in The Alberta Gazette or the Registrar’s periodical published under the Business Corporations Act.

(2)  A certificate of incorporation issued by the Registrar in respect of a company under this Act is conclusive proof that the requirements of this Act in respect of incorporation have been complied with and that the company is incorporated in accordance with this Act.

(3)  From the date of the certificate of incorporation the subscribers to the application and the other persons who from time to time become members are an incorporated company and have all the powers, rights and immunities vested by law in an incorporated company.

RSA 1980 cC‑3 s3;1983 c22 s1

Change of name

4   Section 173(1)(a) of the Business Corporations Act applies to a company incorporated under this Act.

RSA 1980 cC‑3 s4;1981 cB‑15 s284(2)

List of directors and managers

5   A company formed under this Act

                                 (a)    shall file in the office of the Registrar a list of its directors and managers within 15 days after their appointment, with their addresses and occupations, and

                                 (b)    shall, on request of the office of the Registrar, furnish the Registrar with particulars of the directors and managers and shall file with the Registrar a notice of any change of directors or managers within 15 days after the change is made.

RSA 1980 cC‑3 s5

Appointment of trustees

6(1)  When one or more religious societies or congregations in Alberta desire to take a conveyance or transfer of land for the purpose of establishing a cemetery for the use of the society or congregation or for the use in common of the societies or congregations, the parties desiring to take the conveyance or transfer may appoint trustees, to whom, and to whose successors, the land required for that purpose may be conveyed in perpetual succession.

(2)  The trustees shall be appointed in such manner and subject to such regulations as may be specified in the deed of conveyance or transfer and, by the name expressed in the deed, may take, hold and possess the land and maintain and defend all actions or suits for the protection of it or of their property in it.

(3)  The land shall not be within the limits of a town unless permission is given by bylaw of the town for the establishment of a cemetery within the town limits.

RSA 1980 cC‑3 s6

Appointment of successors to trustees

7(1)  If the conveyance or transfer of the land does not specify the manner in which the successors to the named trustees are to be appointed, the religious society or congregation or religious societies or congregations for whose use the land is held may enter into an agreement on the matter with each other in writing in a manner that seems to them best.

(2)  The agreement shall specify the manner in which the successors of the trustees for the term then being are to be appointed, and the agreement

                                 (a)    endorsed on or annexed to a certified copy of the transfer or conveyance under which the land is held for the use of the society or congregation or societies or congregations, and

                                 (b)    signed by their accredited agents

governs and regulates the manner in which the successors of the trustees named in the original conveyance or transfer are to be appointed and the regulations to which they are to be subject.

RSA 1980 cC‑3 s7

Registration of transfer

8   The conveyance or transfer is void unless within 12 months after the execution of the conveyance or transfer the trustees cause it to be registered in the Land Titles Office.

RSA 1980 cC‑3 s8

Use of land

9   On registration pursuant to section 8, the trustees and their successors shall then hold and convey the land for the exclusive purpose of a cemetery or place for the burial of the dead.

RSA 1980 cC‑3 s9

Shareholders

10(1)  Out of the proceeds of the sales of burial sites made by the company, the company, to those of its shareholders who do not desire to take land in the cemetery to the full extent of the stock subscribed and paid for by them,

                                 (a)    may pay interest on their paid‑up stock not represented by land in the cemetery at such rate as may be agreed on not exceeding 8% per year, and

                                 (b)    may also repay to those shareholders the amount of paid‑up stock held by them and not represented by land in the cemetery.

(2)  Each shareholder referred to in subsection (1) is deemed to be a shareholder and entitled to all the rights of shareholders in respect of the shares of the capital stock of the company held by the shareholder, fully paid up, and not represented by land in the cemetery, until those shares are repaid to the shareholder by the company, and on the repayment to the shareholder of a share the shareholder shall cease to be a shareholder in respect of that share.

(3)  Except as provided in this section, no dividend or profit shall be paid by the company to a member of it.

RSA 1980 cC‑3 s10

Application of proceeds of sale

11(1)  Subject to section 10, one half of the proceeds of all sales of burial sites made by the company shall be first applied to the payment of the purchase money of the land acquired by the company and the remainder to preserving, improving and embellishing the land as a cemetery and to the incidental expenses of the company.

(2)  After payment of the purchase money, the proceeds of future sales shall be wholly applied to the preservation, improvement and embellishment of the cemetery and to the incidental expenses of it.

RSA 1980 cC‑3 s11

Eligibility as shareholder

12   Every proprietor of a cemetery lot containing not less than 100 superficial square feet who has paid 25% or more of the price of the lot is deemed to be a shareholder in the company and each lot is deemed to be a share in the company.

RSA 1980 cC‑3 s12

Eligibility as director

13   Every shareholder who has paid to the company not less than $5 on the shareholder’s share or shares is eligible to be a director.

RSA 1980 cC‑3 s13

Eligibility as member of company

14   The company may sell a lot of any size, but no proprietor of a lot containing less than 100 superficial square feet shall by that ownership become a member of the company or have a vote in the management of its affairs.

RSA 1980 cC‑3 s14

Management

15   The affairs and property of the company shall be managed by 3 directors, a majority of whom constitutes a quorum.

RSA 1980 cC‑3 s15

Election of directors

16   The first directors shall be chosen by ballot from among the subscribers to the instrument creating the company, and thereafter the directors shall be annually elected by the shareholders on the first Monday in June.

RSA 1980 cC‑3 s16

Voting

17   At each election of directors, including the first, a shareholder is entitled to one vote in respect of each share the shareholder holds or is possessed of up to 10, and one vote for every 5 shares above 10, but no shareholder shall vote in respect of a share on which the shareholder has not paid at least $2.

RSA 1980 cC‑3 s17

President

18(1)  The directors or a majority of them shall at their first meeting elect one of their number to be president of the company.

(2)  The president if present or, if the president is not present, then a director chosen for the occasion shall preside at each meeting of the directors and shall not vote except in case of a tie in which case the presiding director has a casting vote.

RSA 1980 cC‑3 s18

Payment of instalments

19   The directors may call for instalments on the sums subscribed in respect of shares and may appoint a time for the payment, and if the instalment is not then paid

                                 (a)    all rights of the subscriber in the share in respect of which the instalment is not paid, and

                                 (b)    each instalment, if any, previously paid in respect of that share

shall be forfeited and the subscriber shall be held not to have subscribed unless the directors think it expedient to remit the forfeiture, which they may do if the instalments are paid with interest within one year after the day when they ought to have been paid.

RSA 1980 cC‑3 s19

Records of bylaws, etc.

20   The directors shall record, in a book kept for the purpose, all their bylaws and proceedings, and each shareholder shall have access to the book for the purpose of searching and making extracts, without payment of a fee.

RSA 1980 cC‑3 s20

Reservations in cemeteries

21   The directors may, on such terms and conditions as may be agreed on, reserve for the exclusive use of a particular religious society or congregation any part of the cemetery as may be agreed on.

RSA 1980 cC‑3 s21

Disposal of cemetery

22(1)  The directors of a company incorporated under this Act may dispose of and convey its cemetery and any other property and assets to any other company incorporated under this Act or to a city, town, village or municipal district empowered to own and operate a cemetery, and the company, city, town, village or municipal district acquiring the property may do all acts and things requisite or necessary for effecting the disposition or acquisition.

(2)  No instrument whereby a cemetery is disposed of has effect until it has been approved in writing by the Minister.

(3)  If it appears to the Minister that the company has disposed of its cemetery without the Minister’s approval, the Minister may so certify in writing and on the publication of the certificate in The Alberta Gazette or the Registrar’s periodical published under the Business Corporations Act the incorporation of the company is cancelled and the company is dissolved as and from the date of the publication.

(4)  In this section, “Minister” means the Minister responsible for the Companies Act.

RSA 1980 cC‑3 s22;1983 c22 s1;1995 c24 s99(38)

Exemption from taxation

23   The real estate of the company or trustees and the lots or plots when conveyed by the company or trustees to individual proprietors for burial sites are exempt from taxation of any kind and are not liable to be seized or sold under execution.

RSA 1980 cC‑3 s23

Bylaws

24   The directors of a company may pass bylaws, and the trustees may frame regulations, for the laying out, selling and management of the cemetery and for regulating the erection of tombs, monuments and grave stones in it, and the directors of the company may pass bylaws empowering the president to execute conveyances of plots to shareholders.

RSA 1980 cC‑3 s24

Record of regulations and burials

25(1)  The directors shall keep a record of the bylaws, and the trustees shall keep a record of the regulations, referred to in section 24 and the directors and trustees respectively shall also keep a separate record of all burials, showing the name, age, occupation and date of burial of each person buried within the cemetery and if the directors are unable to obtain all the particulars a note to that effect shall be made in the margin of the record.

(2)  The following persons shall, without payment of fee, be given access to the record of burials for the purpose of searching and making extracts:

                                 (a)    the Director as defined in the Cemeteries Act;

                                 (b)    a police officer engaged in an investigation;

                                 (c)    a relative of the deceased whose name is on the record.

RSA 2000 cC‑4 s25;2003 cP‑6.5 s64

Liability of trustees

26   The trustees are personally liable for a judgment recovered against them as trustees.

RSA 1980 cC‑3 s26

Regulations

27   The Lieutenant Governor in Council may make regulations

                                 (a)    prescribing the registration fee under section 2(2);

                                 (b)    prescribing the documents referred to in section 2(3);

                                 (c)    prescribing forms for the purposes of this Act.

RSA 1980 cC‑3 s27;1984 c12 s2