1st Session, 37th Parliament,
49-50 Elizabeth II, 2001

House of Commons of Canada

BILL C-4

An Act to establish a foundation to fund sustainable development technology

      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 Canada Foundation for Sustainable Development Technology Act.

INTERPRETATION

Definitions

2. The definitions in this section apply in this Act.

``board''
« conseil »

``board'' means the board of directors of the Foundation appointed under section 9.

``Chairperson' '
« président »

``Chairperson'' means the Chairperson of the board appointed under paragraph 9(2)(a).

``director''
« administrate ur »

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

``eligible project''
« travaux admissibles »

``eligible project'' means a project carried on, or to be carried on, primarily in Canada by an eligible recipient to develop and demonstrate new technologies to promote sustainable development, including technologies to address climate change and air quality issues.

``eligible recipient''
« bénéficiaire admissible »

``eligible recipient'' means an entity that

      (a) is established in Canada and carries on or, in the opinion of the board, is capable of carrying on eligible projects;

      (b) meets the criteria of eligibility established in any agreement entered into between Her Majesty in right of Canada and the Foundation for provision of funding by Her Majesty to the Foundation; and

      (c) has legal capacity or is composed of organizations, each of which has legal capacity.

``employee or agent of Her Majesty in right of a province''
« fonction-
naire 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 in that capacity are restricted to work in a university, college or other educational institution.

``Foundation''
« Fondation »

``Foundation'' means the Canada Foundation for Sustainable Development Technology established by section 3.

``member''
« membre »

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

``Minister''
« ministre »

``Minister'' means the member of the Queen's Privy Council for Canada who is designated by the Governor in Council as the Minister for the purposes of this Act.

``not-for-profi t organization''
« organisation sans but lucratif »

``not-for-profit organization'' means a corporation, society, association, university, research institute, organization or body no part of whose income is payable to or otherwise available for the personal benefit of any of its proprietors, members or shareholders.

``special resolution''
« résolution extraordinaire »

``special resolution'' means a resolution of the members 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 members or signed by all the members entitled to vote on the resolution.

``sustainable develop-
ment''
« développem ent durable »

``sustainable development'' means development that meets the needs of the present without compromising the ability of future generations to meet their own needs.

ESTABLISHMENT OF FOUNDATION

Foundation incorporated

3. A corporation without share capital is established, to be called the Canada Foundation for Sustainable Development Technology, 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. The objects and purposes of the Foundation are to provide funding to eligible recipients for eligible projects.

Capacity

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

Head office

7. The head office of the Foundation shall be in a place in Canada designated by the Governor in Council.

Canada Business Corporations Act

8. (1) 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 Act 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 interest of directors);

    (l) subsection 122(1) (duty of care of directors and officers);

    (m) section 123 (directors' dissents);

    (n) subsections 124(1) to (4) (indemnification of directors and insurance for directors' liability);

    (o) paragraph 133(b) (special meetings of members);

    (p) section 155 (financial statements);

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

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

    (s) section 161 (qualifications of auditor);

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

    (u) section 169 (examination by auditor);

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

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

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

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

Description with cross-referenc es

(2) The descriptive words in parentheses that follow a reference to a provision of the Canada Business Corporations Act in subsection (1) form no part of that subsection but are inserted for convenience of reference only.

Canada Corporations Act

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

DIRECTORS

Board of directors

9. (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 (4), the board consists of

    (a) the Chairperson of the board appointed by the Governor in Council on the recommendation of the Minister, as proposed by the Minister of Natural Resources and the Minister of the Environment, after consultation with the Minister of Industry;

    (b) six persons appointed by the Governor in Council on the recommendation of the Minister, as proposed by the Minister of Natural Resources and the Minister of the Environment, after consultation with the Minister of Industry; and

    (c) eight persons appointed by the members in accordance with subsection 13(5) and the by-laws of the Foundation.

Eligibility for directors

(3) A person is not eligible to be appointed as 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 in right of a province;

    (c) does not ordinarily reside in Canada; or

    (d) is disqualified under 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 any other directors that may have been appointed under paragraph (2)(b) constitute the board until directors are appointed under paragraph (2)(c) and 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

(5) Until directors are appointed under paragraph (2)(c), the Foundation shall not provide any funding from the funds of the Foundation or enter into any agreements or arrangements, or review any applications, for or in respect of funding to be provided from the funds of the Foundation.

Foundation not owned by Crown

(6) The operation of the Foundation under subsection (4) by the Chairperson and any directors appointed under paragraph (2)(b) shall not, despite 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 directors

10. (1) Subject to subsections (2) and (3), the Chairperson and the directors shall be appointed to hold office during good behaviour for terms not exceeding five years.

Removal from office

(2) The Chairperson and any director appointed under paragraph 9(2)(b) may be removed for cause by the Governor in Council. Any director appointed under paragraph 9(2)(c) may be removed for cause by a special resolution.

Continuation in office

(3) Except where they cease to be directors under subsection (6), directors 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 terms not exceeding five years each.

Term of replacements

(5) A person appointed to fill a vacancy in the office of a director who has ceased to hold 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 the director

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

    (f) ceases to be ordinarily resident in Canada;

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

    (h) is removed from office under subsection (2).

Director representa-
tion and experience

11. The appointment of directors shall be made having regard to the following considerations:

    (a) the need to ensure, as far as possible, that at all times the board will be representative of

      (i) persons engaged in the development and demonstration of technologies to promote sustainable development, including technologies to address climate change and air quality issues,

      (ii) the business community, and

      (iii) not-for-profit organizations;

    (b) the importance of having a board that is representative of various regions of Canada and includes men and women who are able to contribute to the achievement of the objects and purposes of the Foundation; and