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Bill C-93

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Remunera- tion for directors	12. (1) From and out of the funds of the foundation, the directors may be paid remuneration for acting as directors in amounts determined by the board not exceeding maximum amounts prescribed by regulation and they may be reimbursed for any reasonable out-of-pocket expenses incurred by them in performing their duties or attending meetings of the board or of members.
Directors not to profit	(2) Except as provided in 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 fifteen members of the foundation.
First members	(2) Upon this Act receiving royal assent, the Governor in Council, on the recommendation of the Minister, shall without delay appoint six persons as members of the foundation.
First meeting	(3) As soon as possible after the appointment of the six 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 six members appointed under subsection (2), or at a meeting held as soon after that meeting as possible, those members shall appoint nine further members of the foundation.
Appointment of successor members	(5) 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 general meeting of members.
Filling vacancies	(6) 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 general meeting of members.
Eligibility for members	(7) A person is not eligible to be appointed 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 reside in Canada; or
	(e) does not meet the qualifications set out in subsection 105(1) of the Canada Business Corporations Act.
Terms of members	14. (1) Subject to subsection (2), the members shall be appointed to hold office for terms of five years, but they may be removed from office by a special resolution of the members and, except where they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.
Terms of first members	(2) Of the members appointed under subsections 13(2) and (4), one-third shall be appointed for terms of five years, one-third shall be appointed for four years and one-third shall be appointed for three years but, except where they cease to be members under subsection (5), they shall continue to hold office until their successors are appointed.
Additional terms of office	(3) A member is eligible to be reappointed for one or more terms of office.
Replacements	(4) 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	(5) 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 a director;
	(f) becomes an employee or agent of Her Majesty in right of Canada or in right of a province;
	(g) no longer meets the qualifications set out in subsection 105(1) of the Canada Business Corporations Act; or
	(h) is removed from office by a special resolution of the members.
Member representa- tion	15. The appointment of members shall be made
	(a) to ensure, as far as possible, that at all times approximately one half of the members 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 members drawn from various regions of Canada.
No remuneration for members	16. (1) The members are not entitled to be paid any remuneration for acting as members but they may be reimbursed for any reasonable out-of-pocket expenses incurred by them in performing their duties or attending meetings of the members.
Members not to profit	(2) Except as provided in 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 such officers, employees and agents of the foundation as they consider 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 not employees or agents	(3) Directors and members are not eligible to be employed as 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 a director, member, officer, employee or agent of the foundation, part of the public service of Canada.
	Operations
Administra- tive expenses	18. From and out of 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 their reasonable out-of-pocket expenses, and other costs and expenses of carrying on the business of the foundation.
Assistance for eligible projects	19. (1) From and out of its funds, the foundation may make grants 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 grants.
Limits on financial assistance	(2) In making grants 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 recipient for the project.
Agreements relating to assistance	(3) For the purpose of assisting an eligible recipient in completing an eligible project, the foundation may enter into agreements with the recipient respecting, among other things, the manner in which the foundation will make advances in respect of a grant to the recipient, when those advances will be made and any terms or conditions on which the grant will be made.
Donations to foundation	20. (1) Subject to subsection (3), the foundation may accept donations of money.
Use of donations	(2) All money donated to the foundation, and any income arising from the investment of the money, shall be used by the foundation in carrying out its objects and purposes.
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 where the conditions of a donation of money merely restrict or direct the manner of investing the money until it can be used to make grants 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 the money donated until it can be used to make grants 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.
Restriction	(2) The foundation shall not invest its funds in, or acquire any right in any property of, an eligible recipient that has received, is about to receive or has applied for a grant from the foundation.
Incorporation of other corporations	(3) 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	(4) The foundation shall not carry on any business for gain or profit otherwise than in the investment of its funds, and shall not hold or acquire a controlling 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	(2) The foundation shall not purchase or accept a donation of real property.
Delegation by directors	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 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 making of grants to eligible recipients;
	(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 an annual financial statement or a report of the foundation; or
	(g) to submit to the members any matter requiring the approval of the members.
	Financial Matters and Audits
Books of account	25. (1) The board shall cause books of account and other records to be kept and shall establish financial and management controls, information systems and management practices that will ensure that the business and affairs of the foundation are carried on, and the financial, human and physical resources of the foundation are managed, effectively, efficiently and economically.
Information systems	(2) The books of account and other records of the foundation shall be maintained in such a way that they will show that the assets of the foundation are properly protected and controlled and that its business and affairs are carried on in compliance with this Part and the regulations, and in particular in such a way that they will show
	(a) descriptions and book values of all investments of the foundation; and
	(b) the eligible recipients who have received, or are about to receive, grants from the foundation in respect of eligible projects, the nature and extent of the projects and the amount of the grants.
Auditor	26. (1) The members, at their first meeting in each fiscal year, shall appoint an auditor for the foundation for the fiscal year and fix, or authorize the board to fix, the auditor's remuneration.
Qualifica- tions of auditor	(2) The auditor shall be
	(a) a natural person who
	(i) is a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province,
	(ii) has at least five years experience at a senior level in carrying out audits,
	(iii) is ordinarily resident in Canada, and
	(iv) is independent of the board, the directors and the officers of the foundation; or
	(b) a firm of accountants at least one of the members or employees of which who are jointly designated by the board and the firm to conduct on behalf of the firm the audit of the books and records of the foundation meet the qualifications set out in paragraph (a).
Continuation of auditor	(3) If an auditor is not appointed at the first meeting of the members in a fiscal year, the auditor for the preceding fiscal year continues in office until a successor is appointed.
Removal of auditor	(4) The members may by a special resolution of the members remove an auditor from office.
Ceasing to hold office	(5) An auditor ceases to hold office when the auditor
	(a) dies;
	(b) resigns; or
	(c) is removed from office under subsection (4).
Replacement	(6) The members, at a meeting of the members, may appoint an auditor to fill any vacancy in the office of the auditor, but if the members fail to fill the vacancy at a meeting, or if no meeting of the members is convened without delay after the vacancy occurs, the board may appoint an auditor.
Unexpired term	(7) An auditor appointed to fill a vacancy in the office holds office for the unexpired term of the predecessor in the office.
Auditor's report	27. (1) The auditor for a fiscal year shall, as soon as possible after the end of the fiscal year, complete the audit of the books and records of the foundation and submit a report of the audit to the members.
Considera- tion of report	(2) A meeting of the members shall be convened to consider the report of the auditor for a fiscal year and at the meeting the members shall by resolution receive the report.
Audit committee	28. (1) The board shall appoint an audit committee consisting of not fewer than three directors and fix the duties and functions of the committee.
Internal audit	(2) In addition to any other duties and functions it is required to perform, the audit committee shall cause internal audits to be conducted to ensure compliance by the officers and employees of the foundation with management and information systems and controls established by the board.

Bill C-93

Members

Staff

Operations

Financial Matters and Audits