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Bill C-93

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2nd Session, 35th Parliament,
45-46 Elizabeth II, 1996-97

The House of Commons of Canada

BILL C-93

An Act to implement certain provisions of the budget tabled in Parliament on February 18, 1997

      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 Budget Implementation Act, 1997.

PART I

CANADA FOUNDATION FOR INNOVATION

Interpretation

Definitions

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

``auditor''
« vérifica-
teur »

``auditor'' means the auditor for the foundation appointed under section 26.

``board''
« conseil »

``board'' means the board of directors of the foundation.

``Chairperson' '
« président »

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

``director''
« adminis-
trateur »

``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, by an eligible recipient for the modernization, acquisition or development of research infrastructure by the recipient.

``eligible recipient''
« bénéfi-
ciaire admissible »

``eligible recipient'' means

      (a) a hospital, university or post-secondary college or educational institution that is situated in Canada and that carries on, or in the opinion of a majority of the directors is capable of carrying on, meaningful research; or

      (b) a non-profit organization or a trust the activities of which are primarily carried on in Canada and that carries on, or in the opinion of a majority of the directors is capable of carrying on, meaningful research.

``employee or agent of Her Majesty in right of a province''
« employé 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 as such an employee or agent are restricted to work in a university, a college or other educational institution or a hospital.

``fiscal year''
« exercice »

``fiscal year'' means the fiscal year of the foundation as determined in accordance with its by-laws.

``foundation''
« fondation »

``foundation'' means the Canada Foundation for Innovation established by section 3.

``member''
« membre »

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

``Minister''
« ministre »

``Minister'' means the Minister of Industry.

``non-profit organization''
« organisa-
tion sans but lucratif »

``non-profit organization'' means a corporation, society, association, 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.

``research''
« recherche »

``research'' means the attempt by careful scientific or technical enquiry, experimentation, study, observation, analysis and recording to discover new facts, knowledge and information, to develop new interpretations of facts, knowledge or information, or to discover new means of applying existing knowledge, relating to

      (a) a science;

      (b) health;

      (c) engineering; or

      (d) the environment.

``research infrastruc-
ture''
« infrastruc-
ture de recherche »

``research infrastructure'' means equipment, specimens, scientific collections, computer software, information databases, communications linkages and other intangible property used or to be used primarily for carrying on research, including housing and installations essential for the use and servicing of those things.

``special resolution''
« résolution extraordi-
naire »

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

Establishment of Foundation

Foundation incorporated

3. A corporation without share capital is established to be called the Canada Foundation for Innovation consisting of the members of the foundation and the 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 make grants to eligible recipients for eligible projects to increase the capability of carrying on high quality research in Canada.

Capacity

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

Head office

7. The head office of the foundation shall be in the National Capital Region described in the schedule to the National Capital Act.

Canada Corporations Act

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

Canada Business Corporations Act

(2) The following provisions of the Canada Business Corporations Act apply, with such modifications as 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 Part 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' meeting 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 director's interests);

    (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 director's liability);

    (o) section 155 (financial statements);

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

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

    (r) section 161 (qualifications of auditor);

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

    (t) section 169 (examinations by auditor);

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

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

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

    (x) subsections 257(1) and (2) (certificates of foundation as evidence).

Description with cross-
references

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

Directors

Board of directors

9. (1) There shall be a board of directors of the foundation which 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 (3), the board consists of

    (a) a Chairperson of the board, who is resident in Canada, appointed by the Governor in Council on the recommendation of the Minister;

    (b) six persons, who are resident in Canada, appointed by the Governor in Council on the recommendation of the Minister; and

    (c) eight persons, who are resident in Canada and none of whom are employees or agents of Her Majesty in right of Canada or in right of a province or members of the Senate, the House of Commons or the legislature of a province, appointed by the members in accordance with the by-laws of the foundation.

Initial organization

(3) Where the Chairperson is appointed before directors are appointed under paragraph (2)(c), the Chairperson and such other directors, if any, as 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 on initial organization

(4) Until directors are appointed under paragraph (2)(c), the board shall not make any grants from or out of the funds of the foundation or enter into any agreements or arrangements, or review any applications, for or in respect of grants to be made from or out of the funds of the foundation.

Foundation not owned by Crown

(5) The operation of the foundation under subsection (3) by the Chairperson and directors, if any, appointed under paragraph (2)(b) shall not, notwithstanding 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 Governor in Council appointees

10. (1) The Chairperson and the directors appointed under paragraph 9(2)(b) shall be appointed to hold office during pleasure for terms of three years but, except where they cease to be directors under subsection (4), they shall continue to hold office until their successors are appointed.

Terms of office of other directors

(2) The directors appointed under paragraph 9(2)(c) by the members shall hold office for terms of three years, but they may be removed from office by a special resolution of the members and, except where they cease to be directors under subsection (4), they shall continue to hold office until their successors are appointed.

Additional terms of office

(3) A director is eligible to be reappointed for one or more additional terms of office.

Ceasing to be director

(4) A director ceases to be a director when

    (a) the director

      (i) dies,

      (ii) resigns,

      (iii) ceases to be resident in Canada, or

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

    (b) in the case of a director appointed by the Governor in Council, the appointment is terminated by the Governor in Council before the expiry of the term of the appointment; or

    (c) in the case of a director appointed by the members, the director

      (i) is removed from office before the expiry of the term of the appointment by a special resolution of the members,

      (ii) is appointed to the Senate,

      (iii) is elected to the House of Commons or the legislature of a province, or

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

Director representa-
tion

11. The appointment of directors shall be made

    (a) to ensure, as far as possible, that at all times approximately one half of the directors will be representative of persons engaged in research and one half representative of the business community or non-profit organizations; and

    (b) having regard to the desirability of having directors drawn from various regions of Canada.

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