Continuance of Harbour Commissions

Continuance of harbour commissions

10. (1) If the Minister is satisfied that the criteria set out in subsection 8(1) are met, the Minister may issue in respect of one or more harbour commissions established pursuant to the Harbour Commissions Act, The Hamilton Harbour Commissioners' Act or The Toronto Harbour Commissioners' Act, 1911, letters patent of continuance as a port authority that set out the information required by subsection 8(2).

Effect of letters patent

(2) On the date on which the letters patent of continuance are issued,

    (a) the harbour commission becomes a port authority;

    (b) the letters patent of continuance are deemed to be the letters patent of incorporation of the port authority;

    (c) the port authority is deemed to have been incorporated under section 8; and

    (d) the following Acts cease to apply, namely :

      (i) in respect of the Hamilton Port Authority, The Hamilton Harbour Commissioners' Act, The Hamilton Harbour Commissioners Act, 1951 and The Hamilton Harbour Commissioners Act, 1957,

      (ii) in respect of the Toronto Port Authority, The Toronto Harbour Commissioners' Act, 1911 and the Toronto Harbour Commissioners' Act, 1985, and

      (iii) in respect of any other port authority that was one or more harbour commissions, the Harbour Commissions Act.

Rights and obligations preserved - harbour commissions

(3) The rights and obligations of a port authority that was one or more harbour commissions immediately before letters patent of continuance were issued are as follows:

    (a) the corporate name of the port authority is substituted for that of the harbour commission in every contract, collective agreement, lease, licence, permit or other document entered into or granted by the harbour commission with regard to the port;

    (b) the management of the federal real property set out in the letters patent, and any rights related to the property, is conferred on the port authority;

    (c) the real property, other than federal real property, that the harbour commission occupied or the title to which it held, whether or not in its own name, and that is set out in the letters patent, and any rights related to the property, become the interest, property and rights of the port authority, as the case may be;

    (d) the personal property, and any rights related to the property, that the harbour commission manages, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, become the property and rights of the port authority;

    (e) an existing cause of action, proceeding or claim by or against the harbour commission or a liability or other obligation of the harbour commission is unaffected except that any judgment or order is to be satisfied first by the port authority;

    (f) a civil, criminal or administrative action or proceeding pending by or against the harbour commission may be continued only by or against the port authority; and

    (g) subject to paragraph (e), a conviction against, or a ruling, order or judgment in favour of or against, the harbour commission may be enforced only by or against the port authority.

Consequences for commission-
ers

11. The commissioners of a harbour commission continued under subsection 10(1) cease to hold office on the day referred to in section 18 and have no right to claim or receive any compensation, damages, indemnity or other form of relief from Her Majesty in right of Canada or from any servant or agent of Her Majesty for ceasing to hold office by virtue of this Part.

Initial Port Authorities

Continued or deemed incorporated

12. (1) A port authority set out in an item of Part 1 of the schedule is automatically continued or deemed to be incorporated under section 8 on the day on which that item comes into force and the Minister shall issue to it letters patent that set out the information required by subsection 8(2).

Rights and obligations preserved - harbour commissions

(2) The rights and obligations of a port authority referred to in subsection (1) that was one or more harbour commissions immediately before the coming into force of this subsection are governed by subsection 10(3).

Rights and obligations preserved - local port corporations

(3) The rights and obligations of a port authority referred to in subsection (1) that was, immediately before the coming into force of this subsection, a local port corporation established under the Canada Ports Corporation Act are as follows:

    (a) the corporate name of the port authority is substituted for that of the local port corporation in every contract, collective agreement, lease, licence, permit or other document entered into or granted by the local port corporation, the Canada Ports Corporation or any of their predecessors in respect of the port;

    (b) the real property, and any rights related to the property, that the local port corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, remain the property and rights of Her Majesty;

    (c) the management of the federal real property set out in the letters patent, and any rights related to the property, is conferred on the port authority;

    (d) the personal property, and any rights related to the property, that the local port corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, become the property and rights of the port authority;

    (e) an existing cause of action, proceeding or claim by or against the local port corporation or liability or other obligation of the local port corporation is unaffected except that any judgment or order is to be satisfied first by the port authority;

    (f) a civil, criminal or administrative action or proceeding pending by or against the local port corporation may be continued only by or against the port authority; and

    (g) subject to paragraph (e), a conviction against, or a ruling, order or judgment in favour of or against, the local port corporation may be enforced only by or against the port authority.

Rights and obligations preserved - non-
corporate ports

(4) The rights and obligations of a port authority referred to in subsection (1) that was, immediately before the coming into force of this subsection, a non-corporate port within the meaning of the Canada Ports Corporation Act are as follows:

    (a) the corporate name of the port authority is substituted for that of the Canada Ports Corporation or any of its predecessors in every contract, collective agreement, lease, licence, permit or other document entered into or granted by the Canada Ports Corporation or any of its predecessors in respect of the port;

    (b) the real property, and any rights related to the property, that form part of the port and that the Canada Ports Corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, remain the property and rights of Her Majesty;

    (c) the management of the federal real property set out in the letters patent, and any rights related to the property, is conferred on the port authority;

    (d) the personal property, and any rights related to the property, that relate to the port and that the Canada Ports Corporation administers, or the title to which it holds, on behalf of Her Majesty in right of Canada, whether or not in its own name, become the property and rights of the port authority;

    (e) an existing cause of action, proceeding or claim by or against the Canada Ports Corporation in respect of the port or a liability or other obligation of that Corporation in respect of the port is unaffected except that any judgment or order is to be satisfied first by the port authority;

    (f) a civil, criminal or administrative action or proceeding pending by or against the Canada Ports Corporation in respect of the port may be continued only by or against the port authority; and

    (g) subject to paragraph (e), a conviction against, or a ruling, order or judgment in favour of or against, the Canada Ports Corporation in respect of the port may be enforced only by or against the port authority.

Fixing limits of port

(5) For the purposes of subsection (4), the Minister may fix the limits of a non-corporate port that is to be managed by a port authority and settle any question that arises in respect of the property, rights or obligations of the port authority.

Consequences for former directors and commission-
ers

13. (1) The directors or commissioners of the bodies that become port authorities under section 12 cease to hold office on the day referred to in section 18 and have no right to claim or receive any compensation, damages, indemnity or other form of relief from Her Majesty in right of Canada or from any servant or agent of Her Majesty for ceasing to hold office by virtue of this Part.

Consequences for officers

(2) Neither the port authority nor Her Majesty in right of Canada is bound by any severance agreement entered into between a predecessor of the port authority and any of its officers after December 1, 1995.

Directors

Appointment of directors

14. (1) The directors of a port authority shall be appointed as follows:

    (a) the Governor in Council appoints one individual nominated by the Minister;

    (b) the municipalities mentioned in the letters patent appoint one individual;

    (c) the province or provinces mentioned in the letters patent appoint one or two individuals as mentioned in the letters patent; and

    (d) the Governor in Council appoints the remaining individuals nominated by the Minister in consultation with users selected by the Minister or the classes of users mentioned in the letters patent.

Tenure of office

(2) The directors are appointed to hold office for such term of not more than three years as will ensure as far as possible the expiration in any one year of the terms of office of not more than one half of the directors, the terms being renewable once only.

Not eligible

(3) No person is eligible to be appointed as a director within twelve months after the expiration of their term or renewed term.

Part-time

(4) The directors are appointed to serve part-time.

Remunera-
tion

(5) The board of directors shall fix the remuneration of the directors, the chairperson and the chief executive officer.

Quorum

(6) Subject to the letters patent, a majority of the directors in office constitutes a quorum at any meeting of directors and a quorum of directors may exercise all the powers of the directors.

Experience

15. (1) The directors of a port authority appointed under any of paragraphs 14(1)(a) to (c) shall have generally acknowledged and accepted stature within the transportation industry or the business community.

Knowledge or experience

(2)The directors of a port authority appointed under paragraph 14(1)(d) shall have generally acknowledged and accepted stature within the transportation industry or the business community and relevant knowledge and extensive experience related to the management of a business, to the operation of a port or to maritime trade.

Persons excluded

16. The following individuals may not be directors of a port authority:

    (a) an individual who is a mayor, councillor, officer or employee of a municipality mentioned in the letters patent;

    (b) an individual who is a member of the legislature of a province, or an officer or employee of the public service or of a Crown corporation of a province, mentioned in the letters patent;

    (c) a Senator or a member of Parliament or an officer or employee of the federal public service or of a federal Crown corporation;

    (d) an individual who is not a resident Canadian, as defined in subsection 2(1) of the Canada Business Corporations Act;

    (e) an individual who is a director, officer or employee of a person who is a user of the port;

    (f) an individual who is under eighteen years of age;

    (g) an individual who has been declared mentally incompetent by a court in Canada or elsewhere; or

    (h) an undischarged bankrupt.

Election of chairperson

17. The board of directors shall elect a chairperson from among their number for a term not exceeding two years, the term being renewable.

Term of office

18. Subject to subsection 19(1), where a port authority is continued under section 10 or 12, the directors or commissioners of the former local port corporation or harbour commission, respectively, continue to hold office as provisional directors of the port authority until the earlier of the day on which they are replaced or removed and ninety days after the date of the continuance.

Ceasing to hold office

19. (1) A director of a port authority ceases to hold office when the director

    (a) dies or resigns;

    (b) is removed for cause by the authority that made the appointment, namely, the Governor in Council, the municipalities, the province or provinces or the other directors, as the case may be; or

    (c) is no longer qualified under section 16.

Effective date of resignation

(2) The resignation of a director becomes effective on the day on which a written resignation is received by the port authority or on the day specified in the resignation, whichever is later.

Power to manage

20. The board of directors is responsible for the management of the activities of a port authority.

Appointment of officers

21. (1) The board of directors of a port authority shall appoint a chief executive officer and may appoint other officers that they consider appropriate.

Chief executive officer

(2) The chief executive officer is not a member of the board of directors.

Personnel

(3) A port authority may appoint the personnel that it considers necessary for the operation of the port.

Duty of care of directors and officers

22. (1) Every director and officer of a port authority shall, in exercising powers and discharging duties,

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

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

Duty to comply

(2) Every director and officer of a port authority shall comply with this Part, the regulations made under subsection 27(2) and the letters patent and by-laws of the port authority.

No exculpation

(3) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Part, the regulations made under subsection 27(2), the letters patent or the by-laws or relieves them from liability for a breach of any of them.