Bill C-9
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Legal Regime Applicable to Port Authorities |
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Liability
arising when
acting as
agent of
Crown
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23. (1) If a port authority or a wholly-owned
subsidiary of a port authority is acting as agent
of Her Majesty in right of Canada, the port
authority or subsidiary must fulfil or satisfy an
obligation or liability in respect of the port
authority or subsidiary, as the case may be,
arising from its exercise of, or its failure to
exercise, a power or right or arising by
operation of law. Her Majesty is not responsi
ble for fulfilment or satisfaction of the obliga
tion or liability, except that if a judgment or
decision is rendered by a court of competent
jurisdiction in respect of the obligation or
liability, Her Majesty is responsible for satis
fying the judgment or decision to the extent
that it remains unsatisfied by the port authority
or subsidiary at least thirty days after the
judgment or decision becomes final.
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Liability
arising when
not acting as
agent of
Crown
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(2) If a port authority or a wholly-owned
subsidiary of a port authority is not acting as
agent of Her Majesty in right of Canada, an
obligation or liability in respect of the port
authority or subsidiary, as the case may be,
arising from its exercise of, or its failure to
exercise, a power or right or arising by
operation of law is an obligation or liability of
the port authority or subsidiary, as the case
may be, and not an obligation or liability of
Her Majesty.
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Insurance
required
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(3) A port authority and a wholly-owned
subsidiary of a port authority shall fully
maintain in good standing at all times the
insurance coverage required by any regula
tions made under section 63.
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Financial
Administra- tion Act
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24. The Financial Administration Act, other
than subsection 9(3) and sections 155, 155.1
and 156, does not apply to a port authority or
a wholly-owned subsidiary of a port authority.
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No
appropriation
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25. No payment to a port authority or a
wholly-owned subsidiary of a port authority
may be made under an appropriation by
Parliament to enable the port authority or
subsidiary to discharge an obligation or liabil
ity. This section applies
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No guarantee
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26. No guarantee may be given under the
authority of Parliament by or on behalf of Her
Majesty for the discharge of an obligation or
liability of a port authority or a wholly-owned
subsidiary of a port authority. This section
applies even if the port authority or subsidiary
is an agent of Her Majesty in right of Canada
as provided under section 7.
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Canada
Business
Corporations
Act
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27. (1) Subject to this Part and any regula
tions made under subsection (2), the Canada
Business Corporations Act applies to port
authorities.
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Regulations
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(2) The Governor in Council may, by
regulation, adapt the Canada Business Corpo
rations Act and any regulations made under
that Act, including provisions imposing pun
ishment, in the manner the Governor in
Council considers appropriate for the pur
poses of applying that Act or those regulations
to port authorities, or exclude provisions of
that Act and those regulations from applying
to port authorities.
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Capacity and Powers |
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Capacity and
powers
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28. (1) A port authority is incorporated for
the purpose of operating the port in respect of
which its letters patent are issued and, for that
purpose and for the purposes of this Act, has
the powers of a natural person.
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Activities
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(2) The power of a port authority to operate
a port is limited to the power to engage in
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Carrying on
activities
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(3) The activities that a port authority may
engage in under paragraph (2)(b) may be
carried on by the port authority directly or
through a wholly-owned subsidiary of the port
authority. The port authority and the subsid
iary are not agents of Her Majesty in right of
Canada for the purpose of engaging in those
activities.
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Restricted
business or
powers
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(4) A port authority shall not carry on any
activity or exercise any power that it is
restricted by its letters patent from carrying on
or exercising, nor shall it exercise any of its
powers in a manner contrary to its letters
patent or this Act.
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Contracts
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(5) A port authority or wholly-owned
subsidiary of a port authority that enters into
a contract other than as agent of Her Majesty
in right of Canada shall do so in its own name.
It shall expressly state in the contract that it is
entering into the contract on its own behalf
and not as agent of Her Majesty in right of
Canada. For greater certainty, the contracts to
which this subsection applies include a con
tract for the borrowing of money.
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Duty of
directors
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(6) The directors of a port authority shall
take all necessary measures to ensure
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Borrowing
limitations
may be
imposed
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(7) If a port authority or a wholly-owned
subsidiary of a port authority fails to comply
with subsection (5), or the directors of a port
authority fail to comply with subsection (6),
the Minister of Finance, on the recommenda
tion of the Minister of Transport, may impose
any limitations that the Minister of Finance
considers to be in the public interest on the
power of the port authority or subsidiary to
borrow money, including limitations on the
time and terms and conditions of any borrow
ing.
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No effect on
status
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(8) For greater certainty, the imposition
under subsection (7) of limitations on the
power of a port authority or subsidiary to
borrow money or the imposition of other
limitations or controls by the Minister, any
other member of the Queen's Privy Council
for Canada or the Governor in Council,
through the issuance of letters patent, the
granting of any approval or any other means,
does not expand the extent, if any, to which the
port authority or subsidiary is an agent of Her
Majesty in right of Canada beyond that
described in section 7.
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Obligation
when
contracting as
agent of the
Crown
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(9) A port authority, or a wholly-owned
subsidiary of a port authority, that enters into
a contract as an agent of Her Majesty in right
of Canada is bound by the contract and is
responsible to Her Majesty for the perfor
mance of obligations to other parties under the
contract.
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Existing uses
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(10) Except for a use authorized under this
Act, a port authority may continue to use any
real property that it manages, holds or occu
pies for any purpose for which the property
was used on June 1, 1996 in the case of a port
authority referred to in section 12, or the date
of issuance of its letters patent in any other
case, but, if the port authority ceases to use it
for that purpose at any time, the port authority
may not reinstitute the use.
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Restric- tions - subsidiaries
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(11) The directors of a port authority shall
take all necessary measures to ensure that its
wholly-owned subsidiaries
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Provisions
applicable to
subsidiary
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(12) The Governor in Council may declare
that any provision of this Part that applies only
to port authorities applies to a wholly-owned
subsidiary of a port authority. In that case, the
provision applies to the subsidiary as if it were
a port authority, with such modifications as the
circumstances require.
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Existing
activities
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(13) A wholly-owned subsidiary of a port
authority may continue to carry on any
activity or exercise any power that it carried
on or exercised on December 1, 1995 but, if
the subsidiary ceases to carry on the activity or
exercise the power at any time, it may not
recommence it unless the activity or power is
authorized in the letters patent.
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Restriction on
corporate
activities
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(14) Unless the letters patent of a port
authority provide otherwise, the port authority
or a wholly-owned subsidiary of the port
authority shall not
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Powers of
port authority
re railways
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29. (1) Subject to any other Act and to any
regulations made under any other Act, a port
authority may
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Port authority
not railway
company
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(2) A railway referred to in paragraph (1)(a)
is subject to the Railway Safety Act but is not
subject to Part III of the Canada Transporta
tion Act.
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Power to
make by-laws
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30. Unless the letters patent provide other
wise, the directors of a port authority may, by
resolution, make, amend or repeal by-laws
that regulate the affairs of the port authority or
the duties of its officers and employees.
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Borrowing
powers
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31. (1) Subject to the letters patent, a port
authority may borrow money on the credit of
the port authority for port purposes.
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Delegation of
borrowing
powers
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(2) Unless the letters patent or by-laws of a
port authority provide otherwise, the board of
directors may, by resolution, delegate the
powers referred to in subsection (1) to a
committee established by the directors.
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No pledge of
property
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(3) A port authority may not mortgage,
hypothecate, pledge or otherwise create a
security interest in the federal real property it
manages in any way other than to pledge the
revenues of that property, but it may create
such a security interest in fixtures on federal
real property to the extent authorized in the
letters patent.
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Definition of
``security
interest''
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(4) For the purposes of subsection (3),
``security interest'' means an interest in or
charge on property of a port authority to secure
the discharge of an obligation or liability of
the port authority.
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Powers to
invest
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32. A port authority may invest any moneys
in its reserves or any moneys that it does not
immediately require in
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Deemed
knowledge of
letters patent
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33. A person who deals with a port author
ity, acquires rights from a port authority or
directly or indirectly acquires rights relating
to a port authority is deemed to know the
contents of the letters patent of the port
authority.
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Annual Meeting |
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Annual
meeting
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34. The directors of a port authority shall
call an annual meeting not later than eighteen
months after the port authority comes into
existence and subsequently not later than
fifteen months after holding the last preceding
annual meeting.
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Meeting open
to public
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35. (1) The annual meeting of a port
authority shall be open to the public and held
in any of the municipalities where the port is
situated, in premises large enough to accom
modate the anticipated attendance.
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Notice of
meeting
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(2) A port authority shall, at least thirty days
before the annual meeting, have a notice
published in a major newspaper published or
distributed in the municipalities where the
port is situated setting out the time and
location of the meeting and specifying that the
port authority's financial statements are avail
able to the public at its registered office.
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Availability to
public
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(3) At the annual meeting, the board of
directors shall ensure
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Annual
financial
statements
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36. The board of directors of a port authority
shall present at every annual meeting
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