Bill C-93
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Remunera- tion for directors
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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.
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Directors not
to profit
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(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.
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Members |
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Membership
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13. (1) There shall be fifteen members of
the foundation.
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First members
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(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.
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First meeting
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(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.
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Appointing
balance of
first members
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(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.
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Appointment
of successor
members
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(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.
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Filling
vacancies
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(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.
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Eligibility for
members
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(7) A person is not eligible to be appointed
a member if the person
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Terms of
members
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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.
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Terms of first
members
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(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.
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Additional
terms of office
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(3) A member is eligible to be reappointed
for one or more terms of office.
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Replacements
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(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.
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Ceasing to be
member
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(5) A member ceases to be a member when
the member
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Member
representa- tion
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15. The appointment of members shall be
made
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No
remuneration
for members
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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.
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Members not
to profit
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(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.
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Staff |
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Staff
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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.
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Designation
of offices
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(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.
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Directors not
employees or
agents
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(3) Directors and members are not eligible
to be employed as employees or agents of the
foundation.
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Not part of
public service
of Canada
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(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.
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Operations |
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Administra- tive expenses
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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.
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Assistance for
eligible
projects
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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.
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Limits on
financial
assistance
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(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.
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Agreements
relating to
assistance
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(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.
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Donations to
foundation
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20. (1) Subject to subsection (3), the
foundation may accept donations of money.
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Use of
donations
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(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.
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Conditional
donations
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(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.
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Exception
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(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.
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Investment
policies
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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.
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Investments
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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.
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Restriction
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(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.
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Incorporation
of other
corporations
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(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.
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Control of
corporation
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(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.
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Borrowing
prohibited
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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.
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Real property
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(2) The foundation shall not purchase or
accept a donation of real property.
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Delegation by
directors
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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.
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Restrictions
on delegation
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(2) The board shall not delegate any power
or right of the board
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Financial Matters and Audits |
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Books of
account
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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.
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Information
systems
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(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
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Auditor
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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.
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Qualifica- tions of auditor
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(2) The auditor shall be
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Continuation
of auditor
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(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.
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Removal of
auditor
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(4) The members may by a special
resolution of the members remove an auditor
from office.
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Ceasing to
hold office
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(5) An auditor ceases to hold office when
the auditor
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Replacement
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(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.
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Unexpired
term
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(7) An auditor appointed to fill a vacancy in
the office holds office for the unexpired term
of the predecessor in the office.
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Auditor's
report
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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.
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Considera- tion of report
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(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.
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Audit
committee
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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.
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Internal audit
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(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.
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