1st Session, 36th Parliament,
46-47 Elizabeth II, 1997-98

The House of Commons of Canada

BILL C-36

An Act to implement certain provisions of the budget tabled in Parliament on February 24, 1998

      Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

Short title

1. This Act may be cited as the Budget Implementation Act, 1998.

PART 1

CANADA MILLENNIUM SCHOLARSHIP FOUNDATION

Interpretation

Definitions

2. (1) The definitions in this subsection apply in this Part.

``auditor''
« vérifica-
teur »

``auditor'' means the auditor for the Foundation appointed under section 40.

``Board''
« conseil »

``Board'' means the Board of Directors of the Foundation.

``Chair-
person''
« président »

``Chairperson'' means the Chairperson of the Board appointed under paragraph 8(2)(a).

``director''
« adminis-
trateur »

``director'' means a person who is on the Board and includes the Chairperson.

``eligible institution''
« établisse-
ment admissible »

``eligible institution'' means

      (a) a public post-secondary educational institution in Canada that grants degrees, certificates or diplomas; or

      (b) a private post-secondary educational institution in Canada that grants degrees, certificates or diplomas and that is determined by the Foundation to be an eligible institution.

``employee or agent of Her Majesty in right of a province''
« employé ou mandataire de Sa Majesté du chef d'une province »

``employee or agent of Her Majesty in right of a province'' does not include an employee or agent of Her Majesty in right of a province whose duties and functions as such an employee or agent are restricted to work in an eligible institution.

``fiscal year''
« exercice »

``fiscal year'' means the fiscal year of the Foundation as determined in accordance with its by-laws.

``Foundation''
« fonda-
tion »

``Foundation'' means the Canada Millennium Scholarship Foundation established by section 3.

``full-time studies''
« études à temps plein »

``full-time studies'' means a course load that is determined by the Foundation to be a full-time course load.

``member''
« membre »

``member'' means a person who is a member of the Foundation.

``Ministers''
« ministres »

``Ministers'' means the Minister of Human Resources Development and the Minister of Finance.

``part-time studies''
« études à temps partiel »

``part-time studies'' means a course load that is determined by the Foundation to be a part-time course load.

``provincial minister''
« ministre provincial »

``provincial minister'', in respect of a province, means the province's minister of the Crown who has primary responsibility for that province's post-secondary education.

``special resolution''
« résolution extraordi-
naire »

``special resolution'' of the members means a resolution passed by a majority of not less than two thirds of the votes cast by the members who voted on the resolution at a meeting of the members or signed by all the members entitled to vote on the resolution.

Public post-
secondary educational institutions

(2) For the purposes of this Part, a public post-secondary educational institution is considered to be public if the Foundation is of the opinion that a substantial part of its funding comes from a provincial government.

Establishment of Foundation

Foundation incorporated

3. A corporation without share capital is established, to be called the Canada Millennium Scholarship Foundation, consisting of its members and directors.

Foundation not agent of Her Majesty

4. The Foundation is not an agent of Her Majesty.

Objects and purposes of Foundation

5. (1) The objects and purposes of the Foundation are to grant scholarships to students who are in financial need and who demonstrate merit, in order to improve access to post-secondary education so that Canadians can acquire the knowledge and skills needed to participate in a changing economy and society.

Fair and equitable manner

(2) The Foundation shall grant scholarships in a fair and equitable manner across Canada.

Capacity

6. For the purposes of carrying out its objects and purposes, the Foundation has the capacity and, subject to this Part, the rights, powers and privileges of a natural person.

Canada Corporations Act

7. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Foundation.

Canada Business Corporations Act

(2) The following provisions of the Canada Business Corporations Act apply, with any modifications that the circumstances require, to the Foundation and its directors, members, officers and employees as if the Foundation were a corporation incorporated under that Act, this Part were its articles of incorporation and its members were its shareholders:

    (a) section 16 (by-law not required to confer powers on Foundation, restriction on powers of Foundation, and validity of acts of Foundation);

    (b) subsection 21(1) (access to Foundation's records by members and creditors);

    (c) section 23 (corporate seal not needed to validate instrument);

    (d) subsections 103(1) to (4) (powers of directors to make and amend by-laws, members' approval of by-laws and effective date of by-laws);

    (e) subsection 105(1) (qualifications of directors);

    (f) subsection 108(2) (resignation of director);

    (g) section 110 (right of director to attend members' meetings and statements by retiring directors);

    (h) subsections 114(1) and (2) (place of directors' meetings and quorum);

    (i) section 116 (validity of acts of directors and officers);

    (j) section 117 (validity of directors' resolutions not passed at meeting);

    (k) section 120 (conflict of director's interests);

    (l) section 123 (directors' dissents);

    (m) section 155 (financial statements);

    (n) section 158 (approval of financial statements by directors);

    (o) section 159 (sending financial statements to members before annual meeting and penalty for failure);

    (p) section 161 (qualifications of auditor);

    (q) section 168 (rights and duties of auditor);

    (r) section 169 (examinations by auditor);

    (s) section 170 (right of auditor to information);

    (t) subsections 171(3) to (9) (duty and administration of audit committee and penalty for failure to comply);

    (u) section 172 (qualified privilege in defamation for auditor's statements); and

    (v) subsections 257(1) and (2) (certificates of Foundation as evidence).

Description with cross-
references

(3) The descriptive words in parentheses that follow the reference to a provision of the Canada Business Corporations Act in subsection (2) form no part of that subsection but are inserted for convenience of reference only.

Directors

Board of Directors

8. (1) There shall be a Board of Directors of the Foundation that shall supervise the management of the business and affairs of the Foundation and, subject to the by-laws of the Foundation, exercise all its powers.

Appointment of directors

(2) Subject to subsection (3), the Board consists of

    (a) a Chairperson of the Board appointed by the Governor in Council on the recommendation of the Ministers;

    (b) five persons, one of whom shall be a student attending an eligible institution, appointed by the Governor in Council on the recommendation of the Ministers; and

    (c) nine persons appointed by the members, in accordance with the by-laws of the Foundation, after taking reasonable steps to consult with the provincial ministers and with representatives of post-secondary educational and learning organizations in Canada that the members consider appropriate.

Eligibility for directors

(3) A person is not eligible to be appointed a director 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) does not reside in Canada; or

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

Initial organization

(4) If the Chairperson is appointed before directors have been appointed under paragraph (2)(c), the Chairperson and the other directors, if any, that may have been appointed under paragraph (2)(b) constitute the Board until directors are appointed under paragraph (2)(c), and they may

    (a) undertake the organization of the Foundation including the appointment of officers and employees;

    (b) make banking arrangements for the Foundation;

    (c) enact organizational by-laws for the Foundation; and

    (d) receive on behalf of the Foundation any moneys paid to the Foundation.

Limitation on initial organization

(5) Until directors are appointed under paragraph (2)(c), the Foundation shall not grant any scholarships from or out of the funds of the Foundation.

Foundation not owned by Crown

(6) The operation of the Foundation under subsection (4) by the Chairperson and directors, if any, appointed under paragraph (2)(b) shall not, notwithstanding subsection 83(2) of the Financial Administration Act, result in the Foundation being considered, for the purposes of Part X of that Act or for any other purpose, to be wholly owned directly by Her Majesty in right of Canada.

Terms of office of Governor in Council appointees

9. (1) Subject to subsection (3), the Chairperson and the directors appointed under paragraph 8(2)(b) shall be appointed to hold office during pleasure for terms of five years but, except if they cease to be directors under subsection (6), they shall continue to hold office until their successors are appointed.

Terms of office of other directors

(2) Subject to subsection (3), the directors appointed under paragraph 8(2)(c) shall 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 directors under subsection (6), they shall continue to hold office until their successors are appointed.

Term of first directors

(3) Of the first directors appointed under subsection 8(2), including the Chairperson, 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 directors under subsection (6), they shall continue to hold office until their successors are appointed.

Additional terms of office

(4) A director is eligible to be reappointed for one or more additional terms of office. If a first director is reappointed, the new term of office shall be five years.

Replace-
ments

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

Ceasing to be director

(6) A director ceases to be a director when

    (a) the director

      (i) dies,

      (ii) resigns,

      (iii) ceases to be resident in Canada, or

      (iv) becomes disqualified under subsection 105(1) of the Canada Business Corporations Act;

    (b) in the case of a director appointed by the Governor in Council, the appointment is terminated by the Governor in Council before the expiry of the term of the appointment; or

    (c) in the case of a director appointed by the members, the director

      (i) is removed from office before the expiry of the term by a special resolution of the members,

      (ii) is appointed to the Senate,

      (iii) is elected to the House of Commons or the legislature of a province, or

      (iv) becomes an employee or agent of Her Majesty in right of Canada or a province.

Reappoint-
ments and new appointments

(7) Any reappointment or new appointment of a director, including an appointment to fill a vacancy, shall be made in accordance with subsection 8(2).