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RELIGIOUS SOCIETIES’ LAND ACT

RELIGIOUS SOCIETIES LAND ACT

Chapter R‑15

Table of Contents

                1       Definitions

                2       Metis patented land

Part 1
Appointment and Powers of Trustees

                3       Trustees

                4       Registration of title

                5       Security for debts

                6       Leasing of land

                7       Renewal of lease

                8       Sale of land

                9       Annual statement

              10       Appointment of succeeding trustees

              11       Presbyterian congregations

Part 2
Incorporation of Congregation

              12       Incorporation of congregation

              13       Certificate of incorporation


              14       Corporate status

              15       Property

              16       Constitution and bylaws

              17       Safekeeping of documents

           17.1       Use of list

              18       Notice of meeting

              19       Execution of instruments

              20       Transfer of property

General

              22       Returns

              23       Change of name

              24       Certificate of incorporation as evidence

              25       Winding‑up order

              26       Inactive corporation

              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)    “church building” means a church, chapel or meeting house or a residence for the minister;

                                 (b)    “incorporated congregation” means a congregation incorporated pursuant to Part 2;

                                 (c)    “member” means, with respect to the congregation of a church or religious denomination, a person who by the constitution or practice of the church or religious denomination is entitled to vote in respect of church business;

                                 (d)    “Metis patented land” means patented land as defined in the Metis Settlements Act;

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

RSA 1980 cR‑14 s1;1981 cB‑15 s284(26);1998 c22 s36

Metis patented land

2(1)  A reference in this Act to a deed of conveyance, grant, transfer or agreement for sale is, in respect of Metis patented land, a reference to a document creating an interest in the Metis title to the Metis patented land.

(2)  An interest in the Metis title that is held by trustees of a religious society or congregation under this Act is subject to the General Council Policies of the Metis Settlements General Council.

1998 c22 s36

Part 1
Appointment and Powers of Trustees

Trustees

3(1)  When a religious society or congregation desires to take a conveyance or transfer of land

                                 (a)    for the site of a church building or burial ground, or

                                 (b)    for the support of public worship and the propagation of knowledge,

the religious society or congregation may appoint trustees.

(2)  The land required for all or any of the purposes mentioned in subsection (1) may be conveyed or transferred to the trustees who shall be appointed in a manner specified in the deed of conveyance or transfer or by resolution passed in the manner provided for in section 10.

(3)  The trustees and their successors shall, in perpetual succession by the name expressed in the deed or resolution, be deemed for the purposes of this Act to be a corporation, and may take, hold and possess the land and maintain and defend all actions or suits for the protection of the land or of their property in it.

(4)  No religious society or congregation is capable of holding under this Act more than 320 acres of land.

RSA 1980 cR‑14 s2

Registration of title

4   The trustees shall within 12 months after the execution of the transfer or deed of conveyance cause the title to the land described in the transfer or deed to be registered in the land titles office or, in the case of Metis patented land, recorded in the Metis Settlements Land Registry; otherwise the deed or transfer is void.

RSA 1980 cR‑14 s3;1996 c32 s5(45);1998 c22 s36

Security for debts

5(1)  When a debt is contracted

                                 (a)    for the building, repairing or improving of a church building on land held by trustees under this Act, or

                                 (b)    for the purchase of land on which a church building has been or is intended to be erected,

the trustees may from time to time secure payment of the debt or any part of it with or without interest by mortgage on the land or church building, or may borrow money to pay the debt or any part of it, and may secure the repayment of the loan with or without interest by a like mortgage.

(2)  The trustees may, if authorized by the religious society or congregation, secure the payment of a debt contracted under subsection (1) by mortgage on any land or church building held by the trustees for the religious society or congregation.

(3)  The authorization of the religious society or congregation referred to in subsection (2) shall be by resolution of a majority of those persons

                                 (a)    who by the constitution of the religious society or congregation or by the practice of the church with which it is connected are entitled to vote in respect of church business, and

                                 (b)    who are present at a meeting of the religious society or congregation duly called for the purpose of considering the proposed authorization.

RSA 1980 cR‑14 s4

Leasing of land

6(1)  The trustees may lease for any term not exceeding 21 years land or part of it held by them under this Act, at any rent and on any terms the trustees consider reasonable.

(2)  Notwithstanding subsection (1), the trustees shall not lease

                                 (a)    any land that at the time of the making of the lease is necessary for the purpose of erecting a church building or for a burial ground for the religious society or congregation for whose use the land is held, and

                                 (b)    the land so held by them or any part of it for a term exceeding 3 years without the consent of the religious society or congregation for whose use the land is held.

(3)  The consent of the religious society or congregation referred to in subsection (2) shall be signified by resolution passed by the votes of a majority of those persons

                                 (a)    who by the constitution of the religious society or congregation or by the practice of the church with which it is connected are entitled to vote in respect of church business, and

                                 (b)    who are present at a meeting of the religious society or congregation duly called for the purpose of considering the proposed lease.

RSA 1980 cR‑14 s5

Renewal of lease

7(1)  In a lease made under section 6, the trustees

                                 (a)    may covenant or agree for the renewal of the lease at the expiration of any term of 21 years for a further term of 21 years, or any less period, at the rent and on the terms that are then by the trustees agreed on with the lessee, or

                                 (b)    may covenant or agree for the payment to the lessee of the value of any buildings or other improvements that are at the expiration of any term on the demised premises.

(2)  The mode of ascertaining the amount of the rent or the value of the improvements may also be provided for in the original or any subsequent lease.

RSA 1980 cR‑14 s6

Sale of land

8(1)  When it becomes unnecessary to retain land held by trustees for the use of a religious society or congregation and it is considered advantageous to sell it, the trustees

                                 (a)    may give public notice of an intended sale, specifying the premises to be sold, the terms of payment and the time of sale, and

                                 (b)    after publication of the notice not less than once in each week for 4 successive weeks in a newspaper having circulation in the general area where the land is situated, may sell the land by public auction in accordance with the notice.

(2)  The trustees are not obliged to complete or carry a sale into effect if in their judgment an adequate price is not offered for the land, and in that case the trustees may at a subsequent time sell the land either by public auction or private sale, but a less sum shall not be accepted at a private sale than was offered at a previous public sale.

(3)  Before a transfer is executed pursuant to a public or private sale the religious society or congregation for whose use the land is held shall be notified and the sanction of a judge of the Court of Queen’s Bench shall be obtained for the execution of the transfer.

RSA 1980 cR‑14 s7

Annual statement

9   Trustees selling or leasing land under the authority of this Act shall in January in each year at a meeting of the religious society or congregation called according to its constitution or according to the practice of the church with which it is connected, have ready and open for the inspection of the religious society or congregation and of any and every member of it a statement showing

                                 (a)    all rents that accrued during the preceding year,

                                 (b)    all money in their hands for the use and benefit of the society or congregation that was in any manner derived from the land under their control or subject to their management or from the proceeds of the sale of that land, and

                                 (c)    the manner in which they expended or dealt with that money or any part of it.

RSA 1980 cR‑14 s8

Appointment of succeeding trustees

10(1)  When land is granted, transferred or conveyed to the trustees for the use of a religious society or congregation and the grant, transfer or agreement for sale of the land does not specify the manner in which the successors to the trustees named in it are to be appointed, the religious society or congregation for whose use the land is held may

                                 (a)    at a meeting of the religious society or congregation called according to its constitution or according to the practice of the church with which it is connected, and

                                 (b)    by the votes of a majority of those persons who by the constitution of the religious society or congregation or by the practice of the church with which it is connected are entitled to vote in respect of church business and are present at the meeting,

pass a resolution specifying the manner in which the successors of the trustees are to be appointed.

(2)  The resolution endorsed on or annexed to the grant, transfer or agreement under which the land is held for the use of the religious society or congregation, and signed by the chair and secretary of the meeting at which the resolution is adopted, governs and regulates the manner in which the successors of the trustees named in the original grant or agreement are to be appointed.

(3)  On and after the passing of the resolution, this Act applies to the religious society or congregation and the trustees of it.

RSA 1980 cR‑14 s9

Presbyterian congregations

11   In the case

                                 (a)    of a congregation connected with the Presbyterian Church in Canada for the use or benefit of which land is held by The Board of Management of the Church and Manse Building Fund of the Presbyterian Church in Canada for Manitoba and the Northwest pursuant to the powers contained in the Act of Parliament of Canada, 42 Victoria c97, incorporating that board of management, and

                                 (b)    of any congregation of that church that has received from that board of management a loan under that Act,

no resolution passed under section 10 has any effect until it has been submitted to that board of management and its consent to the resolution has been engrossed in writing under its corporate seal.

RSA 1980 cR‑14 s10

Part 2
Incorporation of Congregation

Incorporation of congregation

12(1)  When a congregation of a church or religious denomination, not otherwise incorporated, desires to be incorporated for the purpose of holding and dealing with real and personal property, a meeting of the congregation may be called for the purpose of considering the proposed incorporation.

(2)  A majority of those members of the congregation present at the meeting shall pass a declaration of incorporation in the prescribed form that shall set out

                                 (a)    the particular church or religious denomination to which the congregation seeking incorporation belongs;

                                 (b)    any information respecting the members of the congregation that may be required by regulations under the Agricultural and Recreational Land Ownership Act and section 35 of the Citizenship Act (Canada) in the form and manner prescribed by those regulations;

                                 (c)    a statement of those persons who, according to the rules of the congregation, are entitled to vote in respect of church business;

                                 (d)    the proposed corporate name, which shall include briefly the distinctive name or designation of the church or religious denomination to which the proposed corporation belongs, and a local description that will serve to distinguish the proposed corporation from all others;

                                 (e)    the officers who are to exercise the powers of the corporation in dealing with its property;

                                  (f)    the number of members that will constitute a quorum and as a quorum will be entitled to transact any business of the congregation;

                                 (g)    the rules to be complied with before any property of the congregation may be dealt with by the officers of it;

                                 (h)    any further provisions that may be decided on.

(3)  The declaration of incorporation

                                 (a)    shall be signed by the chair and secretary of the meeting at which the declaration was passed, and

                                 (b)    shall be verified by affidavit in the prescribed form by any officer of the congregation present at the meeting.

RSA 1980 cR‑14 s11;1994 c23 s50

Certificate of incorporation

13(1)  The declaration of incorporation shall be delivered in duplicate to the Registrar together with a fee in the amount prescribed by regulation and, if it is in substantial compliance with section 12 and if the proposed corporate name does not conflict with that of any other congregation already incorporated, the Registrar

                                 (a)    shall certify under the Registrar’s hand and seal of office that the congregation is incorporated, and

                                 (b)    shall endorse a certificate to the same effect on, or attach it to, the duplicate of the declaration of incorporation and return the duplicate to the corporation.

(2)  In addition to the requirements of subsection (1), documents relating to corporate names that are prescribed by the regulations shall also be delivered to the Registrar.

(3)  If the proposed corporate name conflicts with that of any other incorporated congregation, the Registrar may require a modification that will suit the case, and if the officers of the congregation who sign the declaration and affidavit are satisfied with the name as modified, the name shall be modified accordingly or a new meeting of the congregation may be called to decide on another name, whichever appears most expedient.

(4)  The Registrar may require a modification mentioned in subsection (3) to be made after as well as before the incorporation of a congregation under this Act.

RSA 1980 cR‑14 s12;1981 cB‑15 s284(26);1984 c12 s6

Corporate status

14(1)  The incorporation of the congregation takes effect on the date of incorporation mentioned in the certificate of incorporation.

(2)  The members of the congregation, together with the other persons who from time to time become members of the congregation, become on incorporation a corporation under the name contained in the declaration of incorporation.

(3)  The majority of any properly constituted meeting is deemed to be the majority of the congregation.

RSA 1980 cR‑14 s13

Property

15(1)  An incorporated congregation may acquire real and personal property,

                                 (a)    by purchase or gift, or

                                 (b)    by devise or bequest if the devise or bequest is made at least 6 months before the death of the testator,

and hold it for the purposes of the congregation, and may alienate the property at pleasure.

(2)  An incorporated congregation may mortgage, charge or otherwise encumber the land owned by the congregation to raise money for the purposes of the congregation, or to secure the payment of indebtedness, in any manner the congregation determines.

RSA 1980 cR‑14 s14

Constitution and bylaws

16(1)  An incorporated congregation has the power by a resolution passed at a meeting of its members duly called for that purpose

                                 (a)    to amend its constitution, and

                                 (b)    to make, amend, vary and rescind bylaws regulating the conduct of its officers and servants and providing for the management of its affairs.

(2)  A copy of every resolution, bylaw or amendment certified to be correct by the president or chair, and the secretary or clerk of the congregation, shall be delivered to the Registrar for registration by the Registrar.

(3)  The Registrar, on being satisfied that the resolution, bylaw or amendment has been duly passed and that it is proper to do so, shall register it and on registration the resolution, bylaw or amendment takes effect from the date of the passing of it; otherwise the resolution, bylaw or amendment has no effect.

RSA 1980 cR‑14 s15;1981 cB‑15 s284(26)

Safekeeping of documents

17(1)  The duplicate declaration of incorporation, or a certified copy of it, and a list of the members of an incorporated congregation

                                 (a)    shall be kept in the church or meeting house of the congregation,

                                 (b)    shall be presented at any properly constituted meeting called to transact business, and

                                 (c)    must at all reasonable times be open to the inspection of any person lawfully attending worship in the church or meeting house.

(2)  The names of all persons

                                 (a)    who from time to time become members of the congregation, or

                                 (b)    who having been members have left the congregation,

shall from time to time be added to or struck from the list of the members of the congregation, as occasion requires, by the proper officers of the congregation.

RSA 1980 cR‑14 s16

Use of list

17.1(1)  In this section, “personal information” means personal information as defined in the Personal Information Protection Act other than business contact information to which that Act does not apply by virtue of section 4(3)(d) of that Act.

(2)  Notwithstanding section 17, an incorporated congregation may disclose a list of the members of the congregation to a member of the congregation if the list is to be used by the member for matters relating to the affairs of the congregation.

(3)  A member of a congregation may use personal information about another member of the congregation that is contained in the list of members for any matter not referred to in subsection (2) if that other member gives consent to that use.

2003 cP‑6.5 s71

Notice of meeting

18(1)  A meeting of an incorporated congregation to consider any proposed dealing with its property shall be called by giving not less than 2 weeks’ notice, including 2 Sundays, before the date of the meeting.

(2)  The notice

                                 (a)    shall state the time, place and particular object for which the meeting is called,

                                 (b)    shall be posted at the church or meeting house of the congregation, and

                                 (c)    shall be read at all intervening services held in the church or meeting house.

RSA 1980 cR‑14 s17

Execution of instruments

19(1)  An instrument dealing with the property of an incorporated congregation

                                 (a)    shall be executed under the corporate seal and attested by the signatures of not fewer than 2 officers of it, and

                                 (b)    shall have endorsed on it or attached to it an affidavit by some other officer of the congregation capable of swearing positively to the fact that the execution of the instrument was authorized by the congregation at a meeting duly called for the purpose.

(2)  Any instrument so executed is conclusive proof that all the requirements of the declaration of incorporation and all matters precedent and incidental to the execution of the instrument have been complied with.

RSA 1980 cR‑14 s18

Transfer of property

20(1)  If a congregation that has previously acquired land or other property, the title to which is vested in trustees, becomes incorporated pursuant to this Act, the trustees of the congregation, or in the case of the death or removal of any of the trustees, a majority of them, may execute a transfer of the church property to the incorporated congregation.

(2)  The transfer of the property shall be registered without further or other proceedings, and on registration the land is vested in the incorporated congregation for the purposes of the congregation subject to this Act.

RSA 1980 cR‑14 s19

General

 

21   Repealed 2003 cP‑6.5 s71.

 

Returns

22(1)  An incorporated congregation shall when required to do so by the Minister charged with the administration of the Business Corporations Act make a written return of its property, membership and officers verified by affidavit.

(2)  A written return made under subsection (1) shall be accompanied with any information respecting the members of the corporation that may be required by regulations under the Agricultural and Recreational Land Ownership Act and section 35 of the Citizenship Act (Canada) in the form and manner prescribed by those regulations.

RSA 1980 cR‑14 s21;1981 cB‑15 s284(26);1994 c23 s50

Change of name

23(1)  An incorporated congregation

                                 (a)    with the sanction of a resolution passed at a duly called meeting of its members,

                                 (b)    unless otherwise provided by the Registrar, on providing the Registrar with documents relating to corporate names that are prescribed by the regulations, and

                                 (c)    with the approval of the Registrar,

may change its name.

(2)  On the change of name of an incorporated congregation, the Registrar

                                 (a)    shall enter the new name on the Registrar’s register in place of the former name, and

                                 (b)    shall issue a new certificate of incorporation, altered to meet the circumstances of the case.

(3)  On the production of the certificate to a registrar of a land titles office or to the Registrar of the Metis Settlements Land Registry, that registrar shall make the changes in the registrar’s register and issue the documents that are necessitated by the change in name.

(4)  Any alteration in name does not affect the rights or obligations of the congregation, or render defective any legal proceedings instituted or to be instituted by or against the congregation.

(5)  Any legal proceedings may be continued or commenced against the congregation by its new name that might have been continued or commenced against the congregation by its former name.

RSA 1980 cR‑14 s22;1981 cB‑15 s284(26);1984 c12 s6;
1998 c22 s36

Certificate of incorporation as evidence

24(1)  A certificate of the incorporation of a congregation given by the Registrar under the Registrar’s seal of office

                                 (a)    is conclusive proof that all the requirements of this Act in respect of registration, and of matters precedent and incidental to it, have been complied with, and

                                 (b)    shall be received in evidence as if it were the original certificate.

(2)  A copy of or an extract from any of the documents kept and registered at the office of the Registrar, if certified to be a true copy or extract, under the hand of the Registrar and the Registrar’s seal of office, shall for all purposes be received in evidence as of equal validity with the original document.

RSA 1980 cR‑14 s23;1981 cB‑15 s284(26)

Winding‑up order

25(1)  On the application of any interested person, a judge of the Court of Queen’s Bench may order the winding‑up of any congregation incorporated under this Act for cause or on any grounds for which a corporation might be dissolved or liquidated and dissolved by the Court under Part 17 of the Business Corporations Act.

(2)  In considering an application under this section, the judge may direct that notice be given in any manner and to any persons that the judge considers appropriate.

(3)  On hearing the application, the judge may

                                 (a)    appoint a person to liquidate the congregation and pay creditors and claimants of the congregation who are entitled to payment, and provide for the remuneration of that person and the payment of that person’s expenses and other costs incidental to the liquidation, out of the assets of the congregation or otherwise as the judge sees fit, or

                                 (b)    proceed in like manner as if an application had been made under the Business Corporations Act for an order for dissolution or liquidation and dissolution, and Part 17 of that Act applies.

(4)  A person appointed under subsection (3)(a) may at any time apply to a judge of the Court of Queen’s Bench for directions or for the determination of any question arising with respect to the person’s duties or for the exercise as respects any matter, of all or any of the powers that the Court might exercise if the congregation were a corporation being dissolved or liquidated and dissolved by the Court, and the judge may give any directions, determine any question or make any order the judge thinks just.

(5)  If there is a surplus of assets after all the liabilities of the former corporation and liquidation expenses have been paid in the winding‑up of a congregation incorporated under this Act, the liquidator or the person appointed under subsection (3)(a)

                                 (a)    shall, on reasonable notice, which may include advertising in a newspaper having circulation in the general area inhabited by the members of the congregation, call a meeting of the persons who were members of the congregation at the time the application was presented, and that meeting may, by resolution, direct the liquidator or the person to distribute the surplus to one or more religious or charitable organizations named in the resolution, or

                                 (b)    may, if no resolution is passed pursuant to and in accordance with clause (a), apply to the Court of Queen’s Bench for an order governing the disposition of the surplus and the judge hearing the application may make any order the judge considers just, including an order directing that the surplus be vested in the Crown under the Unclaimed Personal Property and Vested Property Act.

(6)  An order under subsection (5)(b) directing that the surplus be vested in the Crown vests all the estate and interest in the surplus assets in the Crown as if the property had been received under the Unclaimed Personal Property and Vested Property Act, and that Act applies subsequently with all necessary modifications.

RSA 2000 cR‑15 s25;2007 cU‑1.5 s75;2009 c53 s162

Inactive corporation

26   Sections 208 and 213 of the Business Corporations Act apply to congregations incorporated under this Act.

RSA 1980 cR‑14 s25;1981 cB‑15 s284(26)

Regulations

27   The Lieutenant Governor in Council may make regulations

                                 (a)    prescribing the fee under section 13(1);

                                 (b)    prescribing the documents referred to in sections 13(2) and 23(1)(b);

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

RSA 1980 cR‑14 s26;1984 c12 s6