BILL C-36

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

PART 1

CANADA MILLENNIUM SCHOLARSHIP FOUNDATION

Interpretation

(a) a public post-secondary educational institution in Canada that grants degrees, certificates or diplomas; or

(b) a private post-secondary educational institution in Canada that grants degrees, certificates or diplomas and that is determined by the Foundation to be an eligible institution.

Establishment of Foundation

(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' meetings 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) section 123 (directors' dissents);

(m) section 155 (financial statements);

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

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

(p) section 161 (qualifications of auditor);

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

(r) section 169 (examinations by auditor);

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

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

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

(v) subsections 257(1) and (2) (certificates of Foundation as evidence).

Directors

(a) a Chairperson of the Board appointed by the Governor in Council on the recommendation of the Ministers;

(b) five persons, one of whom shall be a student attending an eligible institution, appointed by the Governor in Council on the recommendation of the Ministers; and

(c) nine persons appointed by the members, in accordance with the by-laws of the Foundation, after taking reasonable steps to consult with the provincial ministers and with representatives of post-secondary educational and learning organizations in Canada that the members consider appropriate.

(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 a province;

(c) does not reside in Canada; or

(d) does not meet the qualifications set out in subsection 105(1) of the Canada Business Corporations Act.

(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.

(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 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 a province.