Composition of Board

10. The appointment of directors shall be made so as to ensure that

    (a) the Board is knowledgeable about post-secondary education and learning in Canada and the needs of the Canadian economy; and

    (b) the directors are drawn from the various regions of Canada.

Remunera-
tion for directors

11. (1) From and out of the funds of the Foundation, the directors may be paid remuneration for acting as directors in amounts determined by the Board not exceeding maximum amounts prescribed by regulation and they may be reimbursed for any reasonable expenses incurred by them in performing their duties or attending meetings of the Board or of members.

Directors not to profit

(2) Except as provided in subsection (1), no director shall profit or gain any income or acquire any property from the Foundation or its activities.

Members

Membership

12. (1) There shall be 15 members of the Foundation.

First members

(2) On this Act receiving royal assent, the Governor in Council, on the recommendation of the Ministers, shall without delay appoint six persons as members of the Foundation.

First meeting

(3) As soon as possible after the appointment of the six members under subsection (2), the Ministers shall make arrangements for a first meeting of those members.

Appointing balance of first members

(4) The six members appointed under subsection (2) shall as soon as possible after their appointment take reasonable steps to consult with the provincial ministers, and with representatives of post-secondary educational and learning organizations in Canada that they consider appropriate and, following those consultations, appoint nine further members of the Foundation.

Appointment of successor members

(5) The appointment of a person as a member to succeed a person whose term as a member expires shall be made by the members at a general meeting of members.

Filling vacancies

(6) The appointment of a person as a member to fill a vacancy in the membership caused by a person ceasing to be a member before the member's term as a member expires shall be made by the members at a general meeting of members.

Eligibility for members

(7) A person is not eligible to be appointed a member if the person

    (a) is a member of the Senate, the House of Commons or the legislature of a province;

    (b) is an employee or agent of Her Majesty in right of Canada or a province;

    (c) is a director;

    (d) does not reside in Canada; or

    (e) does not meet the qualifications set out in subsection 105(1) of the Canada Business Corporations Act.

Terms of members

13. (1) Subject to subsection (2), the members shall be appointed to hold office for terms of five years, but they may be removed from office by a special resolution of the members and, except if they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.

Terms of first members

(2) Of the members appointed under subsections 12(2) and (4), one-third shall be appointed for terms of six years, one-third shall be appointed for five years and one-third shall be appointed for four years but, except if they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.

Additional terms of office

(3) A member is eligible to be reappointed for one or more terms of office. If a member appointed under subsection 12(2) or (4) is reappointed, the new term of office shall be five years.

Replace-
ments

(4) A person appointed to fill a vacancy in the office of a member who has ceased to hold the office before the expiry of the member's term of office shall be appointed to hold office for the unexpired portion of that term.

Ceasing to be member

(5) A member ceases to be a member when the member

    (a) dies;

    (b) resigns;

    (c) is appointed to the Senate;

    (d) is elected to the House of Commons or to the legislature of a province;

    (e) is appointed a director;

    (f) becomes an employee or agent of Her Majesty in right of Canada or a province;

    (g) ceases to reside in Canada;

    (h) no longer meets the qualifications set out in subsection 105(1) of the Canada Business Corporations Act; or

    (i) is removed from office by a special resolution of the members.

Composition of membership

14. The appointment of members shall be made so as to ensure that

    (a) the membership is knowledgeable about post-secondary education and learning in Canada and the needs of the Canadian economy; and

    (b) members are drawn from the various regions of Canada.

No remuneration for members

15. (1) The members are not entitled to be paid any remuneration for acting as members but they may be reimbursed for any reasonable expenses incurred by them in performing their duties or attending meetings of the members.

Members not to profit

(2) Except as provided in subsection (1), no member shall profit or gain any income or acquire any property from the Foundation or its activities.

Staff

Staff

16. (1) The Board may appoint officers, employees and agents of the Foundation to carry out the objects and purposes of the Foundation.

Designation of offices

(2) Subject to the by-laws of the Foundation, the Board may designate the offices of the Foundation and specify the duties and functions of each office.

Directors not employees or agents

(3) Directors and members are not eligible to be employed as employees or agents of the Foundation.

Not part of public service of Canada

(4) The directors, members, officers, employees and agents of the Foundation are not, because of being a director, member, officer, employee or agent of the Foundation, part of the public service of Canada.

Duty of Care

Duty of care

17. Every director and officer of the Foundation, in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer, shall

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

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

Indemnification

Indemnifi-
cation

18. Except in respect of an action by or on behalf of the Foundation to procure a judgment in its favour, the Foundation may indemnify a present or former director or officer of the Foundation against all costs, charges and expenses, including amounts paid to settle an action or to satisfy a judgment, that are reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is a party by reason of being or having been a director or officer of the Foundation, if

    (a) the director or officer acted honestly and in good faith with a view to the best interests of the Foundation; and

    (b) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the impugned conduct was lawful.

Insurance

19. The Foundation may purchase and maintain insurance for the benefit of any director or officer of the Foundation against any liability incurred by the director or officer in the capacity of a director or officer of the Foundation, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the Foundation.

Financial Operations

Administra-
tive expenses

20. (1) From and out of its funds, the Foundation may pay salaries and wages of its officers and employees, rent for its accommodations, remuneration for its directors and agents, reimbursement to the directors and members for their reasonable expenses, and other costs and expenses of carrying on the business and affairs of the Foundation.

Duty to keep costs low

(2) The Foundation shall make every effort to keep the costs and expenses of carrying on its business and affairs as low as reasonably possible.

Donations to Foundation

21. (1) Subject to subsection (3), the Foundation may accept donations of money.

Use of donations

(2) All money donated to the Foundation, and any income arising from the investment of the money, shall be used by the Foundation in carrying out its objects and purposes.

Conditional donations

(3) The Foundation shall not accept a donation of money that is made on the condition that the Foundation use the money or any income arising from the investment of the money for any purpose that is not within the objects and purposes of the Foundation.

Exception

(4) Subsection (3) does not apply if the conditions of a donation of money merely restrict or direct the manner of investing the money until it can be used to grant scholarships.

Investment policies

22. The Board shall establish investment policies, standards and procedures that a reasonably prudent person would apply in respect of a portfolio of investments to avoid undue risk of loss and obtain a reasonable return, having regard to the Foundation's obligations and anticipated obligations.

Investments

23. (1) Subject to any conditions of a donation restricting the investment of the money donated until it can be used to grant scholarships, the Foundation shall invest its funds, and reinvest any income from those funds, in accordance with the investment policies, standards and procedures established by the Board.

Incorporation of other corporations

(2) The Foundation shall not cause any corporation to be incorporated or participate in the incorporation of a corporation or become a partner in a partnership.

Control of corporation

(3) The Foundation shall not carry on any business for gain or profit otherwise than in the investment of its funds, and shall not hold or acquire a controlling interest in any corporation or enterprise.

Borrowing prohibited

24. (1) The Foundation shall not borrow money, issue any debt obligations or securities, give any guarantees to secure a debt or other obligation of another person or mortgage, pledge or otherwise encumber property of the Foundation.

Real property

(2) The Foundation shall not purchase or accept a donation of real property.

Delegation by directors

25. (1) Subject to subsection (2), the Board may delegate to the Chairperson, a committee of directors or an officer of the Foundation any of the powers or rights of the Board.

Restrictions on delegation

(2) The Board shall not delegate any power or right of the Board

    (a) to enact, amend or repeal by-laws;

    (b) to authorize the granting of scholarships;

    (c) to appoint directors to, or fill vacancies on, a committee of the Board;

    (d) to appoint officers of the Foundation or fix their remuneration;

    (e) to accept donations;

    (f) to approve the financial statements or reports of the Foundation; or

    (g) to submit to the members any matter requiring the approval of the members.

Scholarships

Ten year period

26. Subject to the amounts required to pay the costs and expenses of carrying on its business and affairs, the Foundation shall make every reasonable effort to grant the amount paid to it under section 46, and any income arising from the investment of the amount, as scholarships over a ten year period beginning on the day the Foundation grants its first scholarship.

Foundation may grant scholarships

27. (1) From and out of its funds, the Foundation may, subject to subsection (2), grant scholarships only to persons who

    (a) are Canadian citizens or permanent residents within the meaning of the Immigration Act;

    (b) are enrolled at an eligible institution as a full-time student or part-time student;

    (c) are pursuing studies that lead to a degree, certificate or diploma from that institution, other than a degree, certificate or diploma for a program of studies beyond the undergraduate university level; and

    (d) are in financial need and demonstrate merit.

Exceptional merit

(2) The Foundation may, in any year, grant up to five percent of the funds it expects to grant as scholarships in the year to persons who meet the requirements mentioned in paragraphs (1)(a) to (c) and who demonstrate exceptional merit even if those persons are not in financial need.

Scholarships to complement provincial programs

28. The Foundation shall grant scholarships in a manner that complements existing provincial student financial assistance programs and that avoids duplication with the processes of those programs, to the extent that it is possible to do so.

Agreements with the provinces

29. (1) If the Foundation is satisfied that it is consistent with its objects and purposes to do so, the Foundation may enter into an agreement with a provincial minister respecting

    (a) criteria for the determination of financial need and merit; and

    (b) the provision to the Foundation of names of residents of the province who are determined under those criteria to be qualified to receive a scholarship from the Foundation and any supporting information that the Foundation considers appropriate.

Interpro-
vincial mobility

(2) In entering into an agreement, the Foundation shall ensure that no person is disqualified from being considered for a scholarship merely because the person intends to pursue studies in a province other than the person's ordinary province of residence.

Residence

(3) For the purpose of this section, a person who does not reside in Canada is deemed to reside in the province where the person last resided.

Maximum duration of each scholarship

30. (1) Each scholarship may be granted for a period of not more than twelve months.

Total number of months where full-time studies

(2) The total number of months of study in respect of which scholarships may be granted to a person who is engaged in full-time studies is thirty-two months. The months of study need not be consecutive.

Total number of months where part-time studies

(3) The total number of months of study in respect of which scholarships may be granted to a person who is engaged in part-time studies is the number of months that the Foundation considers appropriate in the circumstances, taking into account the total number of months of study in respect of which scholarships may be granted to a person who is engaged in full-time studies.