(c) the need for a board that has sufficient knowledge of technologies that promote sustainable development.

Remunera-
tion and expenses for directors

12. (1) From the funds of the Foundation, the directors

    (a) may be paid remuneration that is fixed by the Foundation's by-laws; and

    (b) are entitled to be paid reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence.

Directors not to profit

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

MEMBERS

Membership

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

First members

(2) On the coming into force of this section, the Governor in Council shall without delay appoint seven persons as members of the Foundation, 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.

First meeting

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

Appointing balance of first members

(4) At the first meeting of the seven members appointed under subsection (2), or at a meeting held as soon after that meeting as possible, those members shall appoint eight further members of the Foundation.

Appointment of first directors under paragraph 9(2)(c)

(5) The members shall appoint the first directors under paragraph 9(2)(c) at a meeting held as soon as possible after the eight further members are appointed under subsection (4).

Appointment of successor members

(6) 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 meeting of members.

Filling vacancies

(7) 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 meeting of members.

Eligibility for members

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

    (c) is a director;

    (d) does not ordinarily reside in Canada; or

    (e) is disqualified under subsection 105(1) of the Canada Business Corporations Act.

Terms of members

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

Removal from office

(2) Any member appointed under subsection 13(2) may be removed for cause by the Governor in Council. Any member appointed under subsection 13(4), (6) or (7) may be removed for cause by a special resolution.

Continuation in office

(3) Except where they cease to be members under subsection (6), members shall continue to hold office until their successors are appointed.

Additional terms of office

(4) A member is eligible to be reappointed for one or more terms not exceeding five years each.

Term of Replace-
ments

(5) 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

(6) 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 as a director;

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

    (g) ceases to be ordinarily resident in Canada;

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

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

Member representa-
tion and experience

15. The appointment of members shall be made having regard to the following considerations:

    (a) the need to ensure, as far as possible, that at all times the membership 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 membership 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

    (c) the need for a membership that has sufficient knowledge of technologies that promote sustainable development.

Expenses for members

16. (1) Members shall serve without remuneration but are entitled to be paid from the funds of the Foundation reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence.

Members not to profit

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

STAFF

Staff

17. (1) The board may appoint any officers, employees and agents of the Foundation that it considers necessary 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 and members not employees or agents

(3) Directors and members are not eligible to be 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 directors, members, officers, employees or agents of the Foundation, part of the public service of Canada.

OPERATIONS

Administra-
tive expenses

18. From its funds, the Foundation may pay salaries and wages of its officers and employees, rent for its accommodation, remuneration for its directors and agents, reimbursement to the directors and members for reasonable travel and living expenses incurred by them in the performance of their duties under this Act while absent from their ordinary place of residence, and other costs and expenses of carrying on the business of the Foundation.

Funding for eligible projects

19. (1) From its funds, the Foundation may provide funding to eligible recipients to be used by them solely for the purposes of eligible projects in accordance with any terms and conditions specified by the Foundation in respect of the funding, including terms and conditions as to repayment of the funding, intellectual property rights and the maximum amount and proportion of funding for eligible projects to be provided by the Foundation.

Agreement with eligible recipient

(2) The Foundation shall enter into an agreement with an eligible recipient respecting, among other things,

    (a) the manner in which the Foundation will make advances in respect of funding to the eligible recipient and when those advances will be made;

    (b) any terms or conditions on which the funding will be provided, including those terms and conditions referred to in subsection (1);

    (c) the evaluation of the eligible recipient's performance in achieving the objectives of the eligible project and the evaluation of the results of the project, including the potential performance of the technology that is developed and demonstrated by the project; and

    (d) if the eligible recipient is composed of organizations, each of which has legal capacity, the requirement for those organizations to be jointly and severally or solidarily liable for the obligations of that eligible recipient.

Foundation not to acquire an interest

(3) In providing funding to an eligible recipient in respect of an eligible project, the Foundation shall not acquire any interest, whether through the acquisition of share capital, a partnership interest or otherwise, in any research infrastructure acquired by the eligible recipient for the project.

Donations to Foundation

20. (1) Subject to subsection (3), the Foundation may accept conditional or unconditional donations of money.

Use of donations

(2) All money donated to the Foundation, and any income arising from the investment of that money, shall be used by the Foundation in carrying out its objects and purposes in accordance with the terms and conditions of any agreement for provision of funding entered into between a donor and the Foundation.

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 provide funding to eligible recipients for eligible projects.

Investment policies

21. 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

22. (1) Subject to any conditions of a donation restricting the investment of money donated until it can be used to provide funding to eligible recipients for eligible projects, 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) Except for the investment of its funds, the Foundation shall not carry on any business for gain or profit and shall not hold or acquire any interest in any corporation or enterprise.

Borrowing prohibited

23. (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 or immovables

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

Delegation by board

24. (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 provision of funding to eligible recipients for eligible projects;

    (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 annual financial statements or reports of the Foundation; or

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