VIA RAIL CANADA ACT

67. The VIA Rail Canada Act is enacted as follows:

An Act to continue VIA Rail Canada Inc. under the name VIA Rail Canada

SHORT TITLE

Short title

1. This Act may be cited as the VIA Rail Canada Act.

INTERPRETATION

Definitions

2. The following definitions apply in this Act.

``board''
« conseil »

``board'' means the board of directors of the Corporation established by section 12.

``Corporation' '
« Société »

``Corporation'' means VIA Rail Canada, resulting from the continuance of VIA Rail Canada Inc. under section 3.

CONTINUANCE

Continuance of VIA Rail Canada Inc.

3. VIA Rail Canada Inc., incorporated on January 12, 1977 under the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada 1970, is continued under this Act under the name VIA Rail Canada.

Charter

4. For the purpose of Part X of the Financial Administration Act, this Act is deemed to be the charter of the Corporation.

Cessation of former legal regime

5. On the coming into force of section 3 of this Act, the Canada Business Corporations Act ceases to apply to the Corporation and the constating documents of VIA Rail Canada Inc. cease to have effect.

Cancellation of shares

6. All shares of VIA Rail Canada Inc. are cancelled without any repayment of capital in respect of them. The capital constitutes a capital surplus of the Corporation.

MINISTER

Minister responsible

7. The Minister of Transport is the appropriate minister in relation to the Corporation for the purposes of Part X of the Financial Administration Act.

MANDATE, CAPACITY AND POWERS

Mandate

8. (1) The Corporation's mandate is to manage and provide a safe and efficient passenger rail service in Canada.

Equipment, facilities and resources

(2) The Corporation may use excess equipment, facilities and resources for any commercial purpose that is ancillary to its mandate with a view to reducing the need for payments to the Corporation out of the Consolidated Revenue Fund.

Legal capacity

9. For the purpose of carrying out its mandate and for any commercial purpose referred to in subsection 8(2), the Corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

Not an agent of Her Majesty

10. The Corporation is not an agent of Her Majesty in right of Canada.

HEAD OFFICE

Head office

11. (1) The Corporation's head office is in Montreal, Quebec.

Change of location

(2) Despite subsection (1), the Governor in Council may, by order, establish the Corporation's head office in another city in Canada.

BOARD OF DIRECTORS

Establishment

Composition

12. (1) There is hereby established a board of directors of the Corporation consisting of a maximum of 15 directors, including the chair and the chief executive officer.

Chair and chief executive officer

(2) The chair and the chief executive officer shall be appointed by the Governor in Council.

Other directors

(3) The directors, other than the chair and the chief executive officer, shall be appointed by the Minister of Transport, with the approval of the Governor in Council.

Chair

Role of chair

13. (1) The chair must preside at meetings of the board and exercise any powers and perform any duties and functions that are assigned by the by-laws of the Corporation.

Incapacity or vacancy

(2) In the event of the absence or incapacity of, or vacancy in the office of, the chair, the board may designate another director to exercise the powers and perform the duties and functions of the chair for a period of up to 90 days or, with the approval of the Governor in Council, for a longer period.

Chief Executive Officer

Role of chief executive officer

14. (1) The chief executive officer is responsible for the direction and management of the business and day-to-day operations of the Corporation. The chief executive officer must perform any duties and functions that are assigned by the by-laws of the Corporation.

Incapacity or vacancy

(2) In the event of the absence or incapacity of, or vacancy in the office of, the chief executive officer, the board may appoint an officer or employee of the Corporation to exercise the powers and perform the duties and functions of the chief executive officer for a period of up to 90 days or, with the approval of the Governor in Council, for a longer period.

TRANSITIONAL PROVISIONS

Directors continued

15. The members of the board of directors of VIA Rail Canada Inc., its chair and its chief executive officer continue to hold office as directors, chair and chief executive officer, respectively, of the Corporation according to the conditions of their appointments, until the expiry of their terms.

References

16. Every reference to VIA Rail Canada Inc. in any deed, contract, agreement, instrument or other document executed by VIA Rail Canada Inc. in its own name is to be read as a reference to VIA Rail Canada, unless the context requires otherwise.

Property

17. The property of VIA Rail Canada Inc. continues to be the property of the Corporation.

Rights and obligations

18. The Corporation continues to have the rights of and to be liable for the obligations of VIA Rail Canada Inc.

Legal actions or claims

19. (1) No existing cause of action or claim by or against VIA Rail Canada Inc., or liability of VIA Rail Canada Inc. to prosecution, is affected by this Act.

Pending legal proceedings

(2) A civil, criminal or administrative action or proceeding pending by or against VIA Rail Canada Inc. may be continued to be prosecuted by or against the Corporation.

Enforcement of judgements, etc.

(3) A conviction against, or ruling, order or judgment in favour of or against, VIA Rail Canada Inc. may be enforced by or against the Corporation.

By-laws

20. Every by-law of VIA Rail Canada Inc. is, to the extent that it is consistent with this Act, a by-law of the Corporation.

PART 4

CONSEQUENTIAL AND COORDINATING AMENDMENTS AND COMING INTO FORCE

Consequential Amendments

R.S., c. 35 (4th Supp.)

Air Canada Public Participation Act

2000, c. 15, s. 19

68. (1) Subsections 10.1(1) and (2) of the Air Canada Public Participation Act are replaced by the following:

Deemed approval

10.1 (1) The proposed acquisition described in a letter dated December 21, 1999 from 853350 Alberta Ltd. and Air Canada to the Minister of Transport is deemed to be a transaction that has been approved by the Governor in Council under subsection 53.2(7) of the Canada Transportation Act on the day on which that subsection comes into force.

Deemed terms and conditions

(2) The undertakings provided by 853350 Alberta Ltd. and Air Canada to the Minister of Transport in the letter referred to in subsection (1) are deemed to be terms and conditions specified in an approval by the Governor in Council under subsection 53.2(7) of the Canada Transportation Act that relate to national transportation concerns, and the undertakings provided by 853350 Alberta Ltd. and Air Canada to the Commissioner of Competition that are set out in Annex A to a letter from the Commissioner dated December 21, 1999 in respect of the acquisition referred to in that subsection are deemed to be terms and conditions of an approval under subsection 53.2(7) of the Canada Transportation Act that relate to potential prevention or lessening of competition.

2000, c. 15, s. 19

(2) The portion of subsection 10.1(4) of the French version of the Act before paragraph (a) is replaced by the following:

Cessation d'effet des engagements

(4) Le gouverneur en conseil peut, par décret, déclarer que la société 853350 Alberta Ltd. et Air Canada ne sont pas assujetties aux conditions mentionnées au paragraphe (2) si les engagements cessent d'avoir effet et ne reprennent pas effet dans les circonstances prévues :

R.S., c. L-2

Canada Labour Code

1998, c. 10, s. 182

69. The definition ``private constable'' in subsection 3(1) of the Canada Labour Code is replaced by the following:

``private constable''
« agent de police privé »

``private constable'' means a person appointed as a police constable under Part IV.1 of the Railway Safety Act;

R.S., c. C-34; R.S., c. 19 (2nd Supp.), s. 19

Competition Act

2000, c. 15, s. 12

70. Subsections 29.1(3) to (5) of the Competition Act are replaced by the following:

Contents of request

(3) Requests under this section must be in writing and must

    (a) specify the information referred to in any of paragraphs (2)(a) to (f) that is required; and

    (b) state that the Minister of Transport requires the information for the purposes of section 53.1 or 53.2 of the Canada Transportation Act and identify the transaction being considered under that section.

Restriction

(4) The information communicated under subsection (1) may be used only for the purposes of section 53.1 or 53.2 , as the case may be, of the Canada Transportation Act.

Confidentialit y

(5) No person who performs or has performed duties or functions in the administration or enforcement of the Canada Transportation Act shall communicate or allow to be communicated to any other person any information communicated under subsection (1), except to persons who perform duties or functions under section 53.1 or 53.2 of that Act.

2000, c. 15, ss. 13(1) and (2)

71. Paragraphs 78(1)(j) and (k) of the Act are replaced by the following:

    (j) acts or conduct of a person operating or providing a domestic service, as defined in subsection 55(1) of the Canada Transportation Act, that are specified under paragraph (2)(a); and

    (k) the denial by a person operating or providing a domestic service, as defined in subsection 55(1) of the Canada Transportation Act, of access on reasonable commercial terms to facilities or services that are essential to the operation in a market of an air service, as defined in that subsection, or refusal by such a person to supply such facilities or services on such terms.

2002, c. 16, s. 11.4

72. Subsection 79(3.1) of the Act is replaced by the following:

Administrativ e monetary penalty

(3.1) Where the Tribunal makes an order under subsection (1) or (2) against an entity who operates or provides a domestic service, as defined in subsection 55(1) of the Canada Transportation Act, it may also order the entity to pay, in such manner as the Tribunal may specify, an administrative monetary penalty in an amount not greater than $15 million.

2000, c. 15, s. 14

73. Paragraph 94(c) of the Act is replaced by the following:

    (c) a merger or proposed merger approved under subsection 53.2(7) of the Canada Transportation Act and in respect of which the Minister of Transport has certified to the Commissioner the names of the parties.

2000, c. 15, s. 15

74. The portion of subsection 104.1(1) of the Act before paragraph (a) is replaced by the following:

Temporary order

104.1 (1) The Commissioner may make a temporary order prohibiting a person operating or providing a domestic service, as defined in subsection 55(1) of the Canada Transportation Act, from doing an act or a thing that could, in the opinion of the Commissioner, constitute an anti-competitive act or requiring the person to take the steps that the Commissioner considers necessary to prevent injury to competition or harm to another person if

R.S., c. F-8; 1995, c. 17, s. 45(1)

Federal-Provincial Fiscal Arrangements Act

75. Schedule I to the Federal-Provincial Fiscal Arrangements Act is amended by striking out the following:

VIA Rail Canada Inc.

    VIA Rail Canada Inc.

76. Schedule I to the Act is amended by adding the following in alphabetical order:

VIA Rail Canada

    VIA Rail Canada

R.S., c. F-11

Financial Administration Act

77. Part I of Schedule III to the Financial Administration Act is amended by striking out the following:

VIA Rail Canada Inc.

    VIA Rail Canada Inc.

78. Part I of Schedule III to the Act is amended by adding the following in alphabetical order:

VIA Rail Canada

    VIA Rail Canada

R.S., c. M-13; 2000, c. 8, s. 2

Payments in Lieu of Taxes Act

79. Schedule III to the Payments in Lieu of Taxes Act is amended by striking out the following:

VIA Rail Canada Inc.

    VIA Rail Canada Inc.

80. Schedule III to the Act is amended by adding the following in alphabetical order:

VIA Rail Canada