The Crocus Investment Fund Act

The Crocus Investment Fund Act, C.C.S.M. c. C308 (Assented to July 26, 1991) bilingual version (HTML) Table of Contents Section PART 1 1 Definitions and interpretation 2 Application of Corporations Act PART 2 3 Establishment and objects of Fund 4 Articles of Fund 4.1-8 Repealed 9 Quorum 9.1-10 Repealed PART 3 11 Investment policies and restrictions 11.1-15 Repealed PART 4 Repealed 15.1-22 Repealed PART 5 Repealed 23 Repealed PART 6 24 Consequential amendments 25 C.C.S.M. reference 26 Coming into force Schedule Repealed WHEREAS the Government of Manitoba and the Manitoba Federation of Labour recognize the need to support economic development and renewal and consider it to be in the public interest to promote long-term capital formation and a broad understanding of local ownership; AND WHEREAS it is in the public interest to establish the Crocus Investment Fund ("the Fund") for the purpose of making investments with a view to earning income and promoting and maintaining (a) capital retention and economic stability in Manitoba, (b) employee ownership in Manitoba businesses, and (c) business continuity, job retention and creation and ownership of Manitoba businesses by Manitobans; AND WHEREAS it is intended that the Fund will, among other things, make investments in Manitoba businesses that operate in accordance with ethical policies with respect to employment practices, workplace safety, environmental suitability and other matters; AND WHEREAS the Fund is intended to provide investment capital and other financial assistance and other services to Manitoba businesses to enable them to create, maintain and protect jobs; AND WHEREAS it is intended every Manitoban who is an individual be entitled to invest in the Fund and be eligible for tax credits; AND WHEREAS it is intended that the Fund will provide an opportunity for long-term investment that can be used to supplement employee savings through conventional retirement plans or pension plans; AND WHEREAS, through the investment activities of the Fund, investor and employee awareness and knowledge relating to economic and management matters will increase enabling investors and employees to increase their influence on provincial economic development; NOW THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: PART 1 Definitions 1(1) In this Act, "Board" means the Board of Directors of the Fund; (« conseil ») "Class "A" Common Share" means a share of the capital stock of the Fund that is issuable only to an individual (other than a trust) or a trust governed by a registered retirement savings plan, and that entitles the holder (a) to receive notice of and, subject to The Corporations Act , to attend and vote at all meetings of the shareholders of the Fund, (b) to receive dividends at the discretion of the Board, and (c) to receive, on the dissolution of the Fund, rateably with all the other holders of Class "A" Common Shares, all the assets of the Fund that remain after payment of all amounts payable to the holders of other classes of shares of the Fund; (« action ordinaire de catégorie « A » ») "Class "L" Special Share" means a share of the capital stock of the Fund that is issuable only to, and may be held only by, the Manitoba Federation of Labour, and that entitles the holder (a) to receive notice of and, subject to The Corporations Act , to attend and vote at all meetings of the shareholders of the Fund, and (b) to receive, on the dissolution of the Fund, an amount equal to the amount of the consideration received by the Fund on the issue of the Class "L" Special Shares divided by the number of Class "L" Special Shares issued, but does not entitle the holder to any dividends; (« action spéciale de catégorie « L » ») "eligible business entity" and "eligible investment" have the same meaning as in The Labour-Sponsored Venture Capital Corporations Act ; (« entreprise admissible » et « placement admissible ») "Fund" means the Crocus Investment Fund incorporated by subsection 3(1); (« Fonds ») "investment assets" , when used with respect to the Fund, means all of the assets of the Fund other than operating assets used by it directly in carrying on its business; (« actif de placement ») "minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act. (« ministre ») 1(2) to (12) [Repealed] S.M. 2005, c. 43, s. 3 . S.M. 1997, c. 40, s. 2 ; S.M. 1998, c. 28, s. 2 ; S.M. 2001, c. 24, s. 6 ; S.M. 2005, c. 43, s. 3 . Application of Corporations Act 2(1) Except as provided in this Act, The Corporations Act applies to the Fund with such modifications as the circumstances require. Inapplicable provisions 2(2) Sections 5 to 9, subsections 10(1) to (3) and (6), sections 12 and 13, subsections 27(3), 45(9), 101(1), 126(2) and (3), 167(7) and 182(1), and sections 191 and 194 of The Corporations Act do not apply to the Fund. 2(3) [Repealed] S.M. 2005, c. 43, s. 4 . S.M. 2005, c. 43, s. 4 . Conflict of Acts 2(4) If this Act conflicts with The Corporations Act , this Act prevails. S.M. 1997, c. 40, s. 3 ; S.M. 2001, c. 24, s. 7 ; S.M. 2005, c. 43, s. 4 . PART 2 Establishment 3(1) There is hereby established a corporation, to be known as the Crocus Investment Fund, consisting of the first directors and those persons who, from time to time, are shareholders of the corporation. Objects of the Fund 3(2) The Fund must carry on all material aspects of its business with a view to earning a return for its shareholders. Its business is restricted to (a) the operation of an investment fund with a view to promoting and maintaining (i) capital retention and economic stability in Manitoba, (ii) employee ownership of Manitoba businesses, and (iii) business continuity, job retention and creation, and the ownership of Manitoba businesses by Manitobans; and (b) providing investment capital and other financial assistance and other services to Manitoba businesses to enable them to create, maintain and protect jobs. 3(3) and (4) [Repealed] S.M. 2001, c. 24, s. 8 . S.M. 2001, c. 24, s. 8 ; S.M. 2005, c. 43, s. 5 . Articles of the Fund 4(1) The articles of the Fund that are filed under The Corporations Act must (a) set out the authorized capital of the Fund, which must include Class "A" Common Shares and Class "L" Special Shares the rights, privileges, restrictions and conditions of which satisfy the requirements of The Labour-Sponsored Venture Capital Corporations Act for such shares; and (b) [repealed] S.M. 2005, c. 43, s. 6 ; (c) provide that 1/2 of the members of the Board are to be appointed by the holder of the Class "L" Special Shares, and at least four members of the Board are to be elected by the holders of the Class "A" Common Shares. Amendment requires minister's approval 4(1.1) The articles of the Fund shall not be amended without the minister's approval except (a) to create a new class or classes of shares or to amend the rights, privileges, restrictions or conditions attaching to a class of shares other than the Class "A" Common Shares; or (b) as required by subsection (1.2). Transitional — articles to be amended within 60 days 4(1.2) Within 60 days after this subsection comes into force, the Board must cause the articles of the Fund to be amended (a) to make them consistent with subsection (1); and (b) to remove any entitlement of the government, as the holder of any shares that, by their terms and conditions, are issuable only to the government, to elect any member of the Board. Despite The Corporations Act , the articles may be amended as required by this subsection by a resolution of the Board and without the approval of the Fund's shareholders. As soon as practicable after the articles are amended, the Fund must take all steps necessary to comply with the amended articles. 4(2) [Repealed] S.M. 2001, c. 24, s. 9 . 4(3) [Repealed] S.M. 2005, c. 43, s. 6 . 4(4) [Repealed] S.M. 2001, c. 24, s. 9 . 4(5) [Repealed] S.M. 2005, c. 43, s. 6 . S.M. 1993, c. 13, s. 2 ; S.M. 1997, c. 40, s. 4 ; S.M. 2001, c. 24, s. 9 ; S.M. 2005, c. 43, s. 6 . 4.1 and 4.2 [Repealed] S.M. 2001, c. 24, s. 10 ; S.M. 2005, c. 43, s. 7 . 5 to 8 [Repealed] S.M. 1993, c. 13, s. 3 ; S.M. 1997, c. 40, s. 5 and 6; S.M. 1998, c. 28, s. 3 ; S.M. 2001, c. 24, s. 11 . Quorum 9 At least one director who is not elected by the holder of Class "L" Special Shares shall be present at any meeting of directors of the Fund. S.M. 2001, c. 24, s. 12 . 9.1 [Repealed] S.M. 1997, c. 40, s. 7 ; S.M. 2005, c. 43, s. 7 . 10 [Repealed] S.M. 2001, c. 24, s. 13 . PART 3 Investment policies and criteria 11(1) Subject to subsection (2), the Fund shall establish from time to time investment policies and criteria with respect to (a) the promotion of employee ownership and employee participation in corporate governance and management; (b) the creation, retention or protection of employment in Manitoba; (c) employment practices, workplace safety, environmental suitability and other matters; and (d) the composition of the investment portfolio of the Fund in terms of industry sectors, income, growth and risk. Restrictions 11(2) The Fund shall (a) [repealed] S.M. 2001, c. 24, s. 14 ; (b) not acquire an eligible investment that would result in the total cost to the Fund, immediately after the acquisition, of its investments in an eligible business entity and entities affiliated with the entity being more than 10% of the fair market value of the Fund's investment assets; (c) not prohibit investment in non-unionized or unionized eligible business entities and other businesses; (d) not be used as an instrument for organizing employees into unions; and (e) use its best efforts to ensure that a majority of its investment assets directly or indirectly promote employee ownership or employee participation in corporate governance and management. 11(3) [Repealed] S.M. 2001, c. 24, s. 14 . S.M. 1992, c. 58, s. 7 ; S.M. 2001, c. 24, s. 14 ; S.M. 2005, c. 43, s. 8 . 11.1 [Repealed] S.M. 1997, c. 40, s. 8 ; S.M. 2001, c. 24, s. 15 ; S.M. 2005, c. 43, s. 9 . 12 to 15 [Repealed] S.M. 1994, c. 27, s. 2 ; S.M. 1997, c. 40, s. 9 and 11; S.M. 1997, c. 40, s. 10 ; S.M. 2001, c. 24, s. 16 and 18; S.M. 2001, c. 24, s. 17 ; S.M. 2005, c. 43, s. 9 . PART 4 15.1 to 15.6 [Repealed] S.M. 2001, c. 24, s. 19 ; S.M. 2005, c. 43, s. 9 . 16 to 22 [Repealed] S.M. 1997, c. 40, s. 12 . PART 5 23 [Repealed] S.M. 1997, c. 40, s. 13 ; S.M. 2001, c. 24, s. 20 ; S.M. 2005, c. 43, s. 9 . PART 6 24 NOTE: This section contained consequential amendments to The Income Tax Act which are now included in that Act. C.C.S.M. reference 25 This Act shall no longer be referred to as chapter E95 of the Continuing Consolidation of the Statutes of Manitoba but may be referred to as chapter C308 of the Continuing Consolidation of the Statutes of Manitoba . S.M. 2001, c. 24, s. 21 . Coming into force 26 This Act comes into force on a day fixed by proclamation. NOTE: S.M. 1991-92, c. 48 was proclaimed in force March 21, 1992. SCHEDULE [Repealed on October 25, 2001] S.M. 1993, c. 13, s. 4 and 5; S.M. 1994, c. 27, s. 3 and 4; S.M. 1997, c. 40, s. 14 to 17; S.M. 2000, c. 51, s. 2 ; S.M. 2001, c. 24, s. 22 .