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Bill C-12

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	(l) personnel management, including terms and conditions of employment of persons employed by the Centre.
By-laws available to the public	(2) A copy of every by-law shall be kept at the head office of the Centre. Anyone is entitled, during the usual business hours of the Centre, to examine the by-laws and, on payment of a reasonable fee, to photocopy them in whole or in part.
Statutory Instruments Act does not apply	(3) By-laws made under subsection (1) are not statutory instruments for the purposes of the Statutory Instruments Act.
	Chairperson
Designation	18. The Minister, after consulting with the directors, shall designate one of them as chairperson to hold office during good behaviour for any term of not more than three years. The chairperson may be designated for not more than two consecutive terms and may be removed by the Minister for cause.
Duties	19. The chairperson shall determine the times and places of the meetings of the board of directors and presides at those meetings. The chairperson may perform any other duties or functions that are assigned to the chairperson by the board of directors.
Absence, etc., of chairperson	20. If the chairperson is absent or incapacitated or if the office of chairperson is vacant, the board of directors may designate a director to exercise the powers and perform the duties and functions of the chairperson during the absence, incapacity or vacancy, but no person may be so designated for a period exceeding 90 days without the approval of the Minister.
	Executive Director
Appointment	21. The board of directors shall appoint an executive director of the Centre.
Duties	22. The executive director is the chief executive officer of the Centre and has, on behalf of the board of directors, responsibility for the direction and management of the business and day-to-day operations of the Centre.
Absence, etc., of executive director	23. If the executive director is absent or incapacitated or if the office of executive director is vacant, the chairperson may designate any person to exercise the powers and perform the duties and functions of the executive director during the absence, incapacity or vacancy, but no person may be so designated for a period exceeding 90 days without the approval of the board of directors.
Delegation	24. The executive director may delegate to any person any power, duty or function conferred on the executive director under this Act.
	Personnel
Personnel	25. The Centre may engage any employees and any technical and professional advisers that it considers necessary for the proper conduct of its activities.
Status	26. Directors, officers and employees of the Centre are deemed not to be employees of the public service of Canada and, for the purposes of the Public Service Superannuation Act, are deemed not to be employed in the Public Service.
	Audit
Audit committee	27. (1) The board of directors shall establish an audit committee consisting of at least three directors.
Duties of audit committee	(2) The audit committee shall
	(a) require the Centre to implement and maintain appropriate internal control procedures;
	(b) review, evaluate and approve those internal control procedures;
	(c) review the Centre's annual financial statements and report to the Centre before those statements are approved by the board of directors;
	(d) meet with the Centre's auditor to discuss the Centre's annual financial statements and the auditor's report; and
	(e) meet with the Centre's auditor and the Centre's management to discuss the effectiveness of the internal control procedures.
Special report	(3) If the audit committee is of the opinion that there is any information that should be brought to the attention of the Minister, it shall make a report of that information to the Minister and furnish the board with a copy of the report.
Meeting of directors	(4) The audit committee may call a meeting of the board of directors to consider any matter of concern to the committee.
Technical assistance	(5) The audit committee may engage, on a temporary basis, the services of persons having technical or specialized knowledge to assist the committee in carrying out its duties under this Act.
Independent audit	28. The accounts and financial transactions of the Centre shall be audited annually by an independent auditor designated by the board of directors, and a written report of the audit shall be made to that board.
	Arbitrators and Mediators
Responsibi- lities of the Centre	29. The Centre shall ensure that arbitrators and mediators who provide dispute resolution services under the auspices of the Centre
	(a) meet the qualifications established by its by-laws;
	(b) are independent of the Centre; and
	(c) are, as a group, able to provide services in one or the other of the official languages of Canada or in both, according to the needs of the parties.
	General Provisions
Duty of care	30. (1) Every director and officer of the Centre, in exercising their powers and performing their duties and functions, must
	(a) act honestly and in good faith with a view to the best interests of the Centre;
	(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
	(c) comply with this Act and the by-laws of the Centre.
No exculpation	(2) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Act, the regulations or the by-laws or relieves a director or officer from liability for a breach of any of them.
Reliance on statements	(3) A director or officer is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on
	(a) financial statements of the Centre represented to the director or officer by an officer of the Centre or in a written report of the auditor of the Centre as fairly reflecting the financial condition of the Centre; or
	(b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.
Provisions of Canada Business Corporations Act apply	31. (1) The following provisions of the Canada Business Corporations Act apply, with any modifications that the circumstances require, to the Centre and its directors, officers and employees as if the Centre were a corporation incorporated under that Act and the provisions of this Act were its articles of incorporation:
	(a) section 16 (by-law not required to confer powers on Centre, restriction on powers of Centre and validity of acts of Centre);
	(b) subsections 20(1), (2) and (4) (records, minutes and place of records);
	(c) subsection 22(1) (form of corporate records);
	(d) section 23 (corporate seal not needed to validate instrument);
	(e) subsection 108(2) (resignation of director);
	(f) subsections 114(1), (2), (5) to (7) and (9) (meeting of directors);
	(g) section 116 (validity of acts of directors and officers);
	(h) section 117 (validity of directors' resolutions in lieu of meetings);
	(i) section 120 (conflict of interest of directors and officers);
	(j) section 123 (directors' dissents);
	(k) subsections 124(1) to (6) (indemnification of directors and officers and insurance for directors' and officers' liability);
	(l) section 158 (approval of financial statements by directors);
	(m) section 161 (qualifications of auditor);
	(n) section 170 (right of auditor to information);
	(o) subsections 171(4) to (7) and paragraph 171(8)(a) (duties and administration of audit committee);
	(p) section 172 (qualified privilege in defamation for auditor's statements);
	(q) subsections 253(1) and (3) (notice to directors);
	(r) section 255 (waiver of notice); and
	(s) subsections 257(1) and (2) (certificates of Centre as evidence).
Description with cross-refer- ences	(2) The descriptive words in parentheses that follow the reference to a provision of the Canada Business Corporations Act in subsection (1) form no part of that subsection but are inserted for convenience of reference only.
Canada Corporations Act does not apply	(3) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, does not apply to the Centre.
	Corporate Plan and Annual Report
Corporate plan	32. (1) The Centre shall prepare a corporate plan for each fiscal year, and deliver a copy of that plan to the Minister at least 30 days before the start of that fiscal year.
Scope and content of corporate plan	(2) The corporate plan shall encompass all the business and activities of the Centre and shall include a statement of
	(a) the Centre's objectives;
	(b) the strategies that the Centre intends to use to achieve its objectives, including its operational and financial strategies and its human resource strategies; and
	(c) the Centre's operating and capital budgets for the next fiscal year.
Corporate plan to be made public	(3) After the corporate plan is delivered to the Minister, the Centre shall make the plan public.
corporate plan to be tabled	(4) The Minister shall cause a copy of the corporate plan to be tabled in each House of Parliament on any of the first fifteen days on which that House is sitting after the Minister receives the plan.
Annual report	33. (1) The chairperson of the board of directors shall, within four months after the end of each fiscal year, deliver a report on the operations of the Centre in that fiscal year to the Minister.
Contents	(2) The report shall include
	(a) the financial statements of the Centre and the report of the auditor respecting those statements;
	(b) a summary of the Centre's corporate plan; and
	(c) information about the Centre's performance with respect to the objectives established in the corporate plan.
Remunera- tion	(3) The total remuneration that each officer receives in a fiscal year from the Centre, including any reimbursements or monetary benefits, and the amount of any reimbursements or monetary benefits that each director receives in a fiscal year from the Centre, shall be set out in the annual financial statements for that year.
Distribution of report	(4) After its annual report is delivered to the Minister, the Centre shall make the report public.
Annual report to be tabled	(5) The Minister shall cause a copy of the annual report to be tabled in each House of Parliament on any of the first fifteen days on which that House is sitting after the Minister receives the report.
Public meeting	34. (1) Within 60 days after the delivery of its annual report to the Minister, the Centre shall convene a public meeting at a city in Canada selected by the Centre to consider the report and other matters relating to the Centre's activities during the current fiscal year.
Notice of meeting	(2) At least 30 days before the date of a meeting convened under subsection (1), the Centre shall give notice of the time and place of the meeting in accordance with its by-laws.

Bill C-12

Chairperson

Executive Director

Personnel

Audit

Arbitrators and Mediators

General Provisions

Corporate Plan and Annual Report