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| Application
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59. This Part applies to airport authorities
set out in Part 1 of Schedule 1.
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General
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| Composition
of the board
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60. The board of an airport authority
consists of a number of directors that is fixed
by the by-laws of the authority and that
number must be not less than 11 and not more
than 15.
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| Term of office
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61. (1) The directors of the board of an
airport authority are appointed to hold office
during good behaviour for a term of not more
than three years so as to ensure, as far as
possible, the expiry in any one year of the
terms of office of not more than one third of
the directors.
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| Renewal
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(2) The terms of directors are renewable,
but the total duration of the terms held by any
director after the transfer date must not exceed
nine years.
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| Exception
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(3) Notwithstanding subsection (2), the
total duration of the terms held after the
transfer date by one director on the board of
any airport authority may exceed nine years,
but may not exceed 12 years.
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| Transitional
provision
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(4) The directors holding office on the day
on which this Act is assented to may continue
to hold office for a period of three years or
until the expiry of their term, whichever
occurs first.
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| Reappointmen
t
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(5) The directors holding office on the day
on which this Act is assented to may be
appointed as directors if they meet the
requirements of subsections (2) and (3) and
the other requirements of this Act.
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Nomination, Appointment and Removal of
Directors
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| By-laws
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62. The by-laws of an airport authority must
provide for the process of nomination,
appointment and removal of directors.
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| Appointments
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63. (1) Subject to subsections (10) to (14),
each director of an airport authority must be
nominated or appointed by a selecting body.
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| Minister
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(2) The Minister must appoint two
directors.
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| Province
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(3) The government of the province in
which the airport is located may appoint one
director.
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| Regional
authorities
and
municipalities
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(4) Every airport authority must provide in
its by-laws for the nomination of a number of
directors by regional authorities or
municipalities of the region in which the
airport is located that are designated in the
by-laws as selecting bodies. The number must
not be less than three and not more than five.
Subject to subsection (7), at least one director
must be appointed
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(a) from persons who reside in the
municipality in which the airport that was
leased to the airport authority by Her
Majesty in right of Canada on the transfer
date is located; and
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(b) from persons who reside in the principal
municipality served by that airport, if it is
not the municipality in which the airport is
located.
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| Non-governm
ental entities
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(5) Every airport authority must fix in its
by-laws the number of directors to be
nominated by non-governmental entities
designated in the by-laws as selecting bodies,
and that number must be not less than three
and not more than five. The entities
designated in the by-laws must be chosen from
at least two of the following groups:
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(a) the national association of domestic air
carriers;
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(b) economic organizations;
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(c) provincial associations of lawyers,
engineers or accountants;
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(d) community organizations; and
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(e) labour organizations, excluding
bargaining agents for any authority
employees.
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| Number of
municipalities
, regional
authorities
and entities
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(6) The number of municipalities, regional
authorities and non-governmental entities
designated as selecting bodies under
subsections (4) and (5) may exceed the
respective number of directors that are to be
appointed under those subsections.
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| Consent
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(7) The municipalities and regional
authorities referred to in subsection (4) and the
non-governmental entities referred to in
subsection (5) can become selecting bodies
only with their consent, and they may cease to
be selecting bodies by resigning.
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| Minimum
number of
nominees
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(8) A selecting body referred to in
subsection (4) or (5) must, in accordance with
this section and section 65, nominate at least
two individuals for each office for which that
selecting body is making a nomination.
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| Maximum
number
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(9) No more than three directors may be
appointed from the group of individuals
nominated by any one municipality, regional
authority or non-governmental entity.
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| Appointments
by directors
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(10) The board must appoint the directors
from the group of individuals nominated
under subsections (4) and (5). In the case of the
constitution of the first board of directors of a
new airport authority referred to in section 36,
the directors appointed under subsections (2)
and (3) must appoint directors from the group
of individuals nominated under subsections
(4) and (5).
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| Appointment
of other
directors
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(11) The directors appointed under
subsections (2), (3) and (10) may appoint up to
three other directors. They must appoint at
least one director with knowledge and
experience in the air carrier industry or who is
chosen from a list of candidates identified by
a national association of domestic air carriers,
unless there is a director on the board who has
been nominated by such an association or has
knowledge and experience in the air carrier
industry.
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| Successors
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(12) The board must appoint the successors
for any directors appointed under subsection
(11).
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| Provincial
nominating
power not
exercised
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(13) If a province does not exercise its
power under subsection (3) within three
months after the date on which the office for
which the province is authorized to make an
appointment becomes vacant, the group of
directors already appointed or the board may
appoint a director to fill the vacancy. A
director who is appointed under this
subsection holds office for a term of one year.
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| Nominating
power not
exercised
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(14) If a selecting body referred to in
subsection (4) or (5) does not exercise its
power to nominate within three months after
the date on which the office for which the
selecting body is authorized to make a
nomination becomes vacant and none of the
other selecting bodies have made nominations
for that position, the group of directors already
appointed or the board may appoint a director
to fill the vacancy. A director who is appointed
under this subsection holds office for a term of
one year.
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| Cessation
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(15) Any municipality, regional authority or
non-governmental entity designated as a
selecting body under subsection (4) or (5) that
does not exercise its power to nominate in
accordance with that subsection for three
consecutive years ceases to be a selecting
body.
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| Skills,
knowledge
and
experience
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64. The directors must collectively have the
skills and knowledge necessary to carry out
the duties of the board, and have the necessary
experience in law, engineering, accounting,
management and the air carrier industry.
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| Providing
information in
case of
vacancy
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65. (1) When a director ceases to hold office
or there is an upcoming vacancy, the airport
authority must, without delay, notify the
relevant selecting bodies of the vacancy and
submit to the selecting bodies information
regarding the required qualifications for
becoming a director and the particular skills,
knowledge and experience needed by the
board at that time.
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| Consideration
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(2) The selecting bodies must consider the
information referred to in subsection (1)
before nominating or appointing a director.
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| Consultation
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(3) Before nominating or appointing a
director, the selecting bodies must consult
with the governance committee established by
the board under section 85.
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| Information
session
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66. Before a director's initial appointment,
the airport authority must conduct at least one
information session for individuals interested
in becoming directors on the purpose of an
airport authority, the respective roles of the
authority and the Minister, and the powers,
duties and functions of directors, including
duties imposed by any law and by the conflict
of interest rules adopted under section 91.
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| Removal by
selecting body
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67. A selecting body referred to in
subsection 63(2) or (3) may revoke the
appointment of a director whom it has
appointed for any cause. It must revoke the
appointment if the selecting body determines
that the director
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(a) ceases to be eligible under subsection
70(1), (2) or (4);
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(b) has disclosed confidential information
contrary to this Act; or
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(c) has breached the conflict of interest
rules for directors.
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| Resolution
requiring
removal
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68. The board may revoke the appointment
of a director whom it has appointed for any
cause, including conduct that brings the
reputation of the airport authority into
disrepute, by a resolution that is approved by
two thirds of the board, not including the
director in question. It must revoke the
appointment if the board determines that the
director
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(a) ceases to be eligible under subsection
70(1), (2) or (4);
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(b) has disclosed confidential information
contrary to this Act; or
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(c) has breached the conflict of interest
rules for directors.
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| Resignation
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69. (1) A director may resign by sending a
letter of resignation to the chairperson of the
board and a copy to the selecting body that
nominated or appointed the director.
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| Effective date
of resignation
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(2) The resignation of a director becomes
effective on the day on which the letter of
resignation is received by the chairperson or
on the day specified in the letter of
resignation, whichever is later.
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Directors
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| Ineligibility
by reason of
activities
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70. (1) A person is not eligible to hold office
as a director if they
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(a) are, or within the two years preceding
their appointment have been,
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(i) a member of the Senate, the House of
Commons or the legislature of a
province, or
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(ii) an elected official of a municipality
or regional authority; or
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(b) are, or within the year preceding their
appointment have been,
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(i) an employee or agent of Her Majesty
in right of Canada or a province, or an
employee or agent of a Crown
corporation,
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(ii) an officer or employee of a
municipality or regional authority,
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(iii) the chief executive officer or an
employee of the airport authority,
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(iv) a director, officer or employee of an
air carrier,
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(v) a shareholder of a corporation in
which the airport authority holds an
ownership interest,
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(vi) an individual who is required to file
a return under the Lobbyists Registration
Act or a similar provincial statute and
who, in the opinion of the board, is
engaged or perceived to be engaged in
lobbying activities with respect to the
business or affairs of an airport authority
or on behalf of any person or organization
that is part of the air industry, or
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(vii) an individual who is a partner,
associate or employee of a person
referred to in subparagraph (vi), unless
they are subject to a set of rules that
prevents information from flowing
between them and that person.
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| Ineligibility
by reason of
personal
circumstances
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(2) A person is not eligible to hold office as
a director if they
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(a) are not a Canadian citizen or a
permanent resident within the meaning of
the Immigration and Refugee Protection
Act;
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(b) maintain their principal residence
outside Canada;
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(c) are less than 18 years of age;
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(d) are related to a director or officer of an
airport authority;
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(e) have been declared mentally
incompetent by a court in Canada or
elsewhere;
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(f) have the status of an undischarged
bankrupt; or
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(g) have been convicted of an indictable
offence.
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| Ineligibility
by reason of
relationships
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(3) A person is not eligible to be appointed
as a director if they have, or within the six
months preceding their appointment have had,
a relationship with the airport authority or a
selecting body that, at the time of the
appointment, interferes or appears to
interfere, in the opinion of the board, with the
person's ability to act in the best interests of
the authority. A person who is a director,
officer or employee of any corporation that
has, or has had, such a relationship within that
period is not eligible for appointment.
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| Other grounds
for
ineligibility
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(4) A person is not eligible to hold office as
a director if they have not attended an
information session referred to in section 66 or
have not provided a declaration referred to in
section 95.
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| Duty of care
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71. (1) Every director of the board of the
airport authority and every officer of the
authority must, in exercising their powers and
carrying out their duties,
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(a) act honestly and in good faith with a
view to the best interests of the authority;
and
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(b) exercise the care, diligence and skill that
a reasonably prudent person would exercise
in comparable circumstances.
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| Presumption
of compliance
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(2) A director or officer discharges their
duty under subsection (1) if the director or
officer relies in good faith on
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(a) financial statements of the airport
authority that are represented to the director
or officer by an officer of the authority or in
a written report of the auditor of the
authority as fairly reflecting the financial
condition of the authority; or
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(b) a report by a person whose profession
lends credibility to a statement made by
them.
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| Independent
advice
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72. (1) The board or a director may, in
accordance with the by-laws of the airport
authority and at the expense of the authority,
retain the services of a professional who is
independent from the authority to enable the
board or director to exercise their powers and
carry out their duties and functions.
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| Mandatory
by-laws
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(2) The airport authority must adopt
by-laws respecting the retention of the
professional and payment of their expenses.
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| Indemnificati
on
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73. (1) An airport authority may indemnify
a director or officer or former director or
officer of the authority against all costs,
charges and expenses, including an amount
paid to settle an action or satisfy a judgment,
reasonably incurred in respect of any civil,
criminal, administrative, investigative or
other proceeding in which the director or
officer is involved because of their association
with the authority.
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| Advance of
costs
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(2) An airport authority may advance
moneys to a director or officer for the costs,
charges and expenses of a proceeding referred
to in subsection (1). The director or officer
must repay the moneys if they do not fulfil the
conditions of subsection (3).
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| Limitation
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(3) An airport authority may not indemnify
an individual under subsection (1) unless the
individual
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(a) acted honestly and in good faith with a
view to the best interests of the authority;
and
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(b) had, in the case of a criminal or
administrative action or proceeding that is
enforced by a monetary penalty, reasonable
grounds for believing that their conduct was
lawful.
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